Common use of Satisfaction and Discharge of Indenture Clause in Contracts

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3, Section 3.4, Section 3.5, Section 3.8, Section 3.10, Section 3.12, Section 3.13, Section 3.16 and Section 3.17, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.3) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when either: (i) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation; or (ii) (A) all Notes not theretofore delivered to the Indenture Trustee for cancellation have become due and payable and the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date needed), in an amount sufficient to pay and discharge the entire indebtedness on such Notes when due on the applicable Class Final Distribution Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1(a)), as the case may be; and

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3, Section 3.4, Section 3.5, Section 3.8, Section 3.10, Section 3.12, Section 3.13, Section 3.16 and Section 3.173.03, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 6.07 and the obligations of the Indenture Trustee under Section 4.3) Sections 3.03 and 4.02), and (vi) the rights of Noteholders and the Certificateholder as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when eitherwhen: (ia) either (1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 2.05 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee for cancellation; or cancellation or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee for cancellation have become due and payable or will become due and payable within one year (either because the Class B Final Scheduled Payment Date is within one year or because the Indenture Trustee has received written notice of the exercise of the option granted pursuant to Section 9.01 of the Sale and Servicing Agreement) and the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee Trustee, at least one (or, if 1) Business Day prior to the Indenture Trustee is not the Paying Agent, the Paying Agent), in trustdate such amounts are payable, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due on due; (b) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and (c) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, (if required by the TIA or the Indenture Trustee) an Opinion of Counsel and (if required by the TIA) an Independent Certificate from a firm of certified public accountants, each meeting the applicable Class Final Distribution Date or Redemption Date (if Notes shall requirements of Section 11.01 and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been called for redemption pursuant to Section 10.1(a)), as the case may be; andcomplied with.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3, Section 3.4, Section 3.5, Section 3.8, Section 3.10, Section 3.12, Section 3.13, Section 3.16 and Section 3.173.03, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 6.07 and the obligations of the Indenture Trustee under Section 4.3) Sections 3.03 and 4.02), and (vi) the rights of Noteholders and the Certificateholder as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when eitherwhen: (ia) either (1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 2.05 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee for cancellation; or cancellation or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee for cancellation have become due and payable or will become due and payable within one year (either because the Class B Final Scheduled Payment Date is within one year or because the Indenture Trustee has received written notice of the exercise of the option granted pursuant to Section 9.01 of the Sale and Servicing Agreement) and the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (orTrustee, if at least one Business Day prior to the Indenture Trustee is not the Paying Agent, the Paying Agent), in trustdate such amounts are payable, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due on due; (b) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and (c) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, (if required by the TIA or the Indenture Trustee) an Opinion of Counsel and (if required by the TIA) an Independent Certificate from a firm of certified public accountants, each meeting the applicable Class Final Distribution Date or Redemption Date (if Notes shall requirements of Section 11.01 and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been called for redemption pursuant to Section 10.1(a)), as the case may be; andcomplied with.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to to: (i) rights of registration of transfer and exchange, ; (ii) substitution of mutilated, destroyed, lost or stolen Notes, ; (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, ; (iv) Section Sections 3.3, Section 3.4, Section 3.5, Section 3.7, 3.8, Section 3.10, Section 3.12, Section 3.13, Section 3.16 and Section 3.14, 3.15, 3.16, 3.17, 3.19, 3.20 and 3.21; (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.3) 4.2); and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee Trustee, or the Trust Collateral Agent, payable to all or any of them, and the Indenture Trustee, on written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when either:when (iA) either (1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 2.4 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation; or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee for cancellation cancellation (i) have become due and payable, (ii) will become due and payable at their respective stated final maturity dates within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer, and the Issuer Issuer, in the case of (i), (ii) or (iii) of this clause (2), has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, Trust Collateral Agent cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due on to the applicable Class Stated Final Distribution Date Maturity or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1(a)10.1), as the case may be; (B) the Issuer has paid or caused to be paid all Issuer Secured Obligations and there are no outstanding claims for contingent obligations; and (C) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel, each meeting the applicable requirements of Section 11.1(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Upon the satisfaction and discharge of the Indenture pursuant to this Section 4.1, the Indenture Trustee shall deliver to the Owner Trustee a certificate of a Responsible Officer stating that the Noteholders and the Indenture Trustee have been paid all amounts owed to them.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3, Section 3.4, Section 3.5, Section 3.8, Section 3.10, Section 3.12, Section 3.13, Section 3.16 and Section 3.173.03, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 6.07 and the obligations of the Indenture Trustee under Section 4.3) Sections 3.03 and 4.02), and (vi) the rights of Noteholders and the Certificateholder as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when eitherwhen: (ia) either (1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 2.05 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee for cancellation; or cancellation or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee for cancellation have become due and payable or will become due and payable within one year (either because the Class B Final Scheduled Payment Date is within one year or because the Indenture Trustee has received written notice of the exercise of the option granted pursuant to Section 9.01 of the Sale and Servicing Agreement) and the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee Trustee, at least one (or, if 1) Business Day prior to the Indenture Trustee is not the Paying Agent, the Paying Agent), in trustdate such amounts are payable, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due on due; (b) the applicable Class Final Distribution Date Issuer has paid or Redemption Date (if Notes shall have been called for redemption pursuant caused to Section 10.1(a)), as be paid all other sums payable hereunder by the case may beIssuer; and

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3Sections 3.03, Section 3.43.04, Section 3.53.05, Section 3.83.07, Section 3.08, 3.10, Section 3.11, 3.12, Section 3.13, Section 3.16 3.17 and Section 3.173.18, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 6.07 and the obligations of the Indenture Trustee under Section 4.3) and 4.02), (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of themthem and (vii) the obligation of the Indenture Trustee to make claims under the Policy, which shall survive the Class A-4 Final Scheduled Distribution Date and extend through any preference period applicable with respect to the Notes or any payments made in respect of the Notes, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when either:when (iA) either (1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 2.05 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee for cancellation and the Policy has expired and been returned to the Insurer for cancellation; or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee for cancellation cancellation (i) have become due and payable, (ii) will become due and payable at the Class A-4 Final Scheduled Distribution Date within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer, and the Issuer Issuer, in the case of clauses (i), (ii) or (iii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date neededsuch amounts are payable), in trust in an Eligible Account for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due on to the applicable Class A-4 Final Scheduled Distribution Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1(a)10.01), as the case may be; (B) the Issuer has paid or performed or caused to be paid or performed all amounts and obligations which the Issuer may owe to or on behalf of (1) the Indenture Trustee for the benefit of the Noteholders under this Indenture or the Notes and (2) the Insurer under this Indenture and the Basic Documents; and (C) the Issuer has delivered to the Indenture Trustee and the Insurer an Officer's Certificate, an Opinion of Counsel and (if required by the TIA, the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with and the Rating Agency Condition has been satisfied.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3Sections 3.03, Section 3.43.04, Section 3.53.06, Section 3.83.09, Section 3.103.16, Section 3.12, Section 3.13, Section 3.16 3.18 and Section 3.173.19, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 6.07 and the obligations of the Indenture Trustee under Section 4.34.11) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when either:when (iA) either (1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 4.03 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee for cancellation; or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee for cancellation cancellation a. have become due and payable, b. will become due and payable at the Final Scheduled Payment Date within one year, or c. have been called for early redemption pursuant to Section 5.02. and the Issuer Issuer, in the case of a. or b. above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes and Certificates then outstanding not theretofore delivered to the Indenture Trustee for cancellation when due on the Final Scheduled Payment Date; (B) the Issuer has paid or caused to be paid all other sums payable hereunder and under the Insurance Agreement by the Issuer; and (C) the Issuer has delivered to the Indenture Trustee and the Credit Enhancer an Officer's Certificate, an Opinion of Counsel and each meeting the applicable Class Final Distribution Date or Redemption Date (if Notes shall requirements of Section 10.01 each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been called for redemption pursuant complied with and, if the Opinion of Counsel relates to a deposit made in connection with Section 10.1(a))4.10(A)(2)b. above, as such opinion shall further be to the case may be; andeffect that such deposit will not have any material adverse tax consequences to the Issuer, any Noteholders or any Certificateholders.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3Sections 3.03, Section 3.43.04, Section 3.53.05, Section 3.83.07, Section 3.08, 3.10, Section 3.12, Section 3.13, Section 3.16 3.20 and Section 3.173.21, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 6.07 and the obligations of the Indenture Trustee under Section 4.34.02) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, which shall survive the Class D Final Scheduled Distribution Date and extend through any preference period applicable with respect to the Notes or any payments made in respect of the Notes, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when either:when (iA) either (1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 2.05 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee for cancellation; or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee for cancellation cancellation (i) have become due and payable, (ii) will become due and payable at the Class D Final Scheduled Distribution Date within one year or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer Issuer, in the case of clauses (i), (ii) or (iii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date neededsuch amounts are payable), in trust in an Eligible Account for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation when due on to the applicable Class related Final Scheduled Distribution Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1(a10.01(a)), as the case may be; (B) the Issuer has paid or performed or caused to be paid or performed all amounts and obligations which the Issuer may owe to or on behalf of the Trustee for the benefit of the Noteholders under this Indenture or the Notes; and (C) the Issuer has delivered to the Trustee an Officer's Certificate, an Opinion of Counsel and (if required by the TIA, the Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with (and, in the case of the foregoing Officer's Certificate, stating that the Rating Agency Condition has been satisfied).

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to to: (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section [Reserved]; (v) Sections 3.3, Section 3.4, Section 3.5, Section 3.8, Section 3.10, Section 3.12, Section 3.12 and 3.13, Section 3.16 and Section 3.17, (vvi) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.34.2) and (vivii) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the IssuerIssuing Entity, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when when: (A) either: (i1) all Notes of all Classes theretofore authenticated and delivered (other than than: (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 2.5 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer Issuing Entity and thereafter repaid to the Issuer Issuing Entity or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation; or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee for cancellation cancellation: (i) have become due and payable, (ii) will become due and payable on the respective Class Final Scheduled Maturity Date within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, and the Issuer Issuing Entity, in the case of clause (2)(i), (ii) or (iii), has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to on or be liquidated on the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due on to the applicable respective Class Final Distribution Scheduled Maturity Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1(a)), as the case may be; (B) the Issuing Entity has paid or caused to be paid all other sums payable hereunder by the Issuing Entity; and (C) the Issuing Entity has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.1(a) and, subject to Section 11.2, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to to: (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section [Reserved]; (v) Sections 3.3, Section 3.4, Section 3.5, Section 3.8, Section 3.10, Section 3.12, Section 3.12 and 3.13, Section 3.16 and Section 3.17, (vvi) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.34.2) and (vivii) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the IssuerIssuing Entity, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when when: (A) either: (i1) all Notes of all Classes theretofore authenticated and delivered (other than than: (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 2.5 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer Issuing Entity and thereafter repaid to the Issuer Issuing Entity or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation; or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee for cancellation cancellation: (i) have become due and payable, (ii) will become due and payable on the respective Class Final Scheduled Maturity Date within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, and the Issuer Issuing Entity, in the case of clause (2)(i), (ii) or (iii), has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due on to the applicable respective Class Final Distribution Scheduled Maturity Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1(a)), as the case may be; (B) the Issuing Entity has paid or caused to be paid all other sums payable hereunder by the Issuing Entity; and (C) the Issuing Entity has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.1(a) and, subject to Section 11.2, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to to: (i) rights of registration of transfer and exchange, ; (ii) substitution of mutilated, destroyed, lost or stolen Notes, ; (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, ; (iv) Section Sections 3.3, Section 3.4, Section 3.5, Section 3.8, Section 3.10, Section 3.12, Section 3.13, Section 3.16 3.19 and Section 3.17, 3.21; (v) the rights, obligations and immunities of the Indenture Trustee and the Paying Agent hereunder (including the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.3) Sections 4.2 and 4.4); and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee or the Paying Agent payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the IssuerIssuing Entity, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when if: (a) either: (i) all Notes of all Classes theretofore authenticated and delivered (other than (iA) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 2.5 and (iiB) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer Issuing Entity and thereafter repaid to the Issuer Issuing Entity or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation; or (ii) (A) all Notes not theretofore delivered to the Indenture Trustee for cancellation have become due and payable and the Issuer Issuing Entity has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, or if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes when due on the applicable Class Final Scheduled Distribution Date for such Notes or the Redemption Date for such Notes (if such Notes shall have been called for redemption pursuant to Section 10.1(a)10.1), as the case may be; and (b) the Issuing Entity has delivered to the Indenture Trustee an Officer’s Certificate of the Issuing Entity, an Opinion of Counsel, each meeting the applicable requirements of Section 11.1(a) and each stating that all conditions precedent set forth in this Section 4.1 relating to the satisfaction and discharge of this Indenture have been complied with. The Indenture Trustee shall provide confirmation to the Issuing Entity that it has paid to the Noteholders all interest and principal due on the Notes.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, except as to to: (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3, Section 3.4, Section 3.5, Section 3.8, Section 3.10, Section 3.12, Section 3.13, Section 3.16 and Section 3.173.2, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 6.7) and the obligations of the Indenture Trustee under Section 4.3Sections 4.2 and 6.4) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when either: (i) all Notes of all Classes theretofore authenticated and delivered to Noteholders (other than (ix) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 2.5 and (iiy) Notes for whose payment money has in respect of which funds have theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.36.17(i)) have been delivered to the Indenture Trustee for cancellation; or (ii) (A) all Notes not theretofore provided that the Issuer has delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for cancellation relating to the satisfaction and discharge of this Indenture have become due been complied with. (b) Notwithstanding the satisfaction and payable and discharge of this Indenture, the obligations of the Issuer has irrevocably deposited or caused to be irrevocably the Indenture Trustee under Section 6.7, and if funds shall have been deposited with the Indenture Trustee (orpursuant to Section 4.1(a)(vi)(y), if the obligations of the Indenture Trustee is not the under Sections 4.2 and 6.18 (in its capacity as Paying Agent, the Paying Agent), in trust, cash or direct obligations ) shall survive. (c) The Indenture Trustee shall provide prompt written notice to each Rating Agency of or obligations guaranteed by the United States (which will mature prior to the date needed), in an amount sufficient to pay any satisfaction and discharge the entire indebtedness on such Notes when due on the applicable Class Final Distribution Date or Redemption Date (if Notes shall have been called for redemption of this Indenture pursuant to Section 10.1(a)), as the case may be; andthis Article IV.

Satisfaction and Discharge of Indenture. (a) This Subject to Section 4.1(b), this Indenture shall will cease to be of further effect with respect to the Notes, except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3, Section 3.4, Section 3.5, Section 3.8, Section 3.10, Section 3.12, Section 3.13, Section 3.16 and Section 3.17, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.3) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of upon Issuer Order and at the expense of the Issuer, shall will execute proper instruments instruments, in form and substance reasonably satisfactory to the Indenture Trustee, acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when eitherif: (i) either (A) all Notes of all Classes theretofore that have been authenticated and delivered (other than (i1) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 2.5 and (ii2) Notes for whose which payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter subsequently repaid to the Issuer or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation; or cancellation or (ii) (AB) all Notes not theretofore delivered to the Indenture Trustee for cancellation have become due and payable and the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), funds in trust, cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date needed), trust in an amount sufficient to pay and discharge the entire indebtedness outstanding principal amount of such Notes and interest accrued on such Notes when due on the applicable Class Final Distribution Date Redemption Date; (ii) the Issuer has paid or Redemption Date caused to be paid all other sums payable by it under the Transaction Documents; and (if Notes shall have been called for redemption iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel meeting the requirements of Section 11.1. (b) After the satisfaction and discharge of this Indenture pursuant to Section 10.1(a)4.1(a), this Indenture will continue as to (i) rights of registration of transfer and exchange, (ii) replacement of mutilated, destroyed, lost or stolen Notes, (iii) the case may be; andrights of Noteholders to receive payments of principal of and interest on the Notes, (iv) the obligations of the Indenture Trustee and the Note Paying Agent under Section 3.3, (v) the rights, obligations and immunities of the Indenture Trustee under this Indenture and (vi) the rights of the Secured Parties as beneficiaries of this Indenture with respect to the property deposited with the Indenture Trustee payable to all or any of them for a period of two years following such satisfaction and discharge. (c) Upon the satisfaction and discharge of the Indenture pursuant to this Section 4.1, at the request of the Owner Trustee, the Indenture Trustee will deliver to the Owner Trustee a certificate of a Responsible Person stating that all Noteholders have been paid in full.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section Sections 3.3, Section 3.4, Section 3.5, Section 3.8, Section 3.10, Section 3.12, Section 3.12 and 3.13, Section 3.16 and Section 3.17, (v) the rights, obligations rights and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 6.7) and the obligations of the Indenture Trustee under Section 4.3) , and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when when: (A) either: (i1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation; or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee for cancellation have become due and payable and the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient without reinvestment to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due on to the applicable Class Final Distribution Scheduled Payment Date or Redemption Prepayment Date (if Notes shall have been called for redemption prepayment pursuant to Section 10.1(a)10.1), as the case may be, and all fees and other amounts due and payable to the Indenture Trustee; (B) the Issuer has paid or caused to be paid all other sums payable hereunder and under any of the other Basic Documents by the Issuer; (C) the Issuer has delivered to the Indenture Trustee an Officer's Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.1(a) and, subject to Section 11.2, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with; and (D) the Issuer has delivered to the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction and discharge of the Notes pursuant to this Section 4.1 will not cause any Noteholder to be treated as having sold or exchanged any of its Notes for purposes of Section 1001 of the Code. Upon the satisfaction and discharge of the Indenture pursuant to this Section 4.1, at the request of the Owner Trustee, the Indenture Trustee shall deliver to the Owner Trustee a certificate of a Trustee Officer stating that all Noteholders have been paid in full and stating whether, to the best knowledge of such Trustee Officer, any claims remain against the Issuer in respect of the Indenture and the Notes.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3Sections 3.03, Section 3.43.04, Section 3.53.06, Section 3.83.09, Section 3.103.17, Section 3.12, Section 3.13, Section 3.16 3.19 and Section 3.173.20, (v) the rights, obligations and immunities of the Indenture Trustee and the Securities Administrator hereunder (including the rights of the Indenture Trustee and the Securities Administrator under Section 6.7 6.07 and the obligations of the Indenture Trustee and the Securities Administrator under Section 4.34.11) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the NotesNotes and shall release and deliver the Collateral to or upon the order of the Issuer, when either:when (iA) either (1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 4.03 hereof and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee Securities Administrator for cancellation; or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee Securities Administrator for cancellation (a) have become due and payable, (b) will become due and payable at the Final Stated Maturity Date within one year, or (c) have been called for early redemption pursuant to Section 8.07 hereof, and the Issuer Issuer, in the case of (a) or (b) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, Securities Administrator cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes then outstanding not theretofore delivered to the Securities Administrator for cancellation when due on the applicable Class Final Distribution Stated Maturity Date or Redemption Date other final Payment Date, or, in the case of (if Notes c) above, the Issuer shall have been called for redemption pursuant complied with all requirements of Section 8.07 hereof, (B) the Issuer has paid or caused to Section 10.1(a)), as the case may bebe paid all other sums payable hereunder; and (C) the Issuer has delivered to the Indenture Trustee and the Securities Administrator an Officer’s Certificate and an Opinion of Counsel, each meeting the applicable requirements of Section 10.01 hereof, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with and, if the Opinion of Counsel relates to a deposit made in connection with Section 4.10(A)(2)(b) above, such opinion shall further be to the effect that such deposit will constitute an “in-substance defeasance” within the meaning of Revenue Ruling 85-42, 1985-1 C.B. 36, and in accordance therewith, the Issuer will be the owner of the assets deposited in trust for federal income tax purposes.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3Sections 3.03, Section 3.43.04, Section 3.53.05, Section 3.83.08, Section 3.10, Section 3.11, 3.12, Section 3.13, Section 3.14, 3.15, 3.16 and Section 3.173.18, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 6.07 and the obligations of the Indenture Trustee under Section 4.34.02) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when when (A) either: (i1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been mutilated, destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 2.06 and (ii) Notes for whose the payment of which money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid paid to the Issuer Persons entitled thereto or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee for cancellation; or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee for cancellation cancellation: a. have become due and payable, b. will become due and payable at the Class A-4 Final Scheduled Payment Date within one year, or c. are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer; and the Issuer Issuer, in the case of a, b, or c above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which that will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes (including interest and any fees due and payable to the Servicer, the Owner Trustee, the Indenture Trustee or the Asset Representations Reviewer) not theretofore delivered to the Indenture Trustee for cancellation when due on to the applicable Class Final Distribution Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1(a)10.01), as the case may be; (B) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer including, but not limited to, fees and expenses due to the Indenture Trustee; and (C) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with (and, in the case of an Officer’s Certificate, stating that the Rating Agency Condition has been satisfied with respect to each Rating Agency).

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3, Section 3.4, Section 3.5, Section 3.8, Section 3.10, Section 3.12, Section 3.13, Section 3.16 and Section 3.173.03, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 6.07 and the obligations of the Indenture Trustee under Section 4.3) Sections 3.03 and 4.02), and (vi) the rights of Noteholders and the Certificateholder as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when eitherwhen: (ia) either (1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 2.05 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee for cancellation; or cancellation or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee for cancellation have become due and payable or will become due and payable within one year (either because the Class B Final Scheduled Payment Date is within one year or because the Indenture Trustee has received written notice of the exercise of the option granted pursuant to Section 9.01 of the Sale and Servicing Agreement) and the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (orTrustee, if at least one Business Day prior to the Indenture Trustee is not the Paying Agent, the Paying Agent), in trustdate such amounts are payable, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due on due; (b) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and (c) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, (if required by the TIA or the Indenture Trustee) an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable Class Final Distribution Date or Redemption Date (if Notes shall requirements of Section 11.01 and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been called for redemption pursuant to Section 10.1(a)), as the case may be; andcomplied with.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3, Section 3.4, Section 3.5, Section 3.8, Section 3.10, Section 3.12, Section 3.13, Section 3.16 and Section 3.17, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.3) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when either: (i) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation; or (ii) (A) all Notes not theretofore delivered to the Indenture Trustee for cancellation have become due and payable and the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date needed), in an amount sufficient to pay and discharge the entire indebtedness on such Notes when due on the applicable Class Final Distribution Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1(a)), as the case may be; and (iii) the Issuer has paid or caused to be paid all other sums payable by the Issuer hereunder and under the other Transaction Documents.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, except as to to: (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3, Section 3.4, Section 3.5, Section 3.8, Section 3.10, Section 3.12, Section 3.13, Section 3.16 and Section 3.173.2, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 6.7) and the obligations of the Indenture Trustee under Section 4.3Sections 4.2 and 6.4) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when either: (i) all Notes of all Classes theretofore authenticated and delivered to Noteholders (other than (ix) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 2.5 and (iiy) Notes for whose payment money has in respect of which funds have theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.36.16(i)) have been delivered to the Indenture Trustee for cancellation; or (ii) (A) all Notes not theretofore provided that the Issuer has delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for cancellation relating to the satisfaction and discharge of this Indenture have become due been complied with. (b) Notwithstanding the satisfaction and payable and discharge of this Indenture, the obligations of the Issuer has irrevocably deposited or caused to be irrevocably the Indenture Trustee under Section 6.7, and if funds shall have been deposited with the Indenture Trustee (orpursuant to Section 4.1(a)(vi)(y), if the obligations of the Indenture Trustee is not the under Sections 4.2 and 6.17 (in its capacity as Paying Agent, the Paying Agent), in trust, cash or direct obligations ) shall survive. (c) The Indenture Trustee shall provide prompt written notice to each Rating Agency of or obligations guaranteed by the United States (which will mature prior to the date needed), in an amount sufficient to pay any satisfaction and discharge the entire indebtedness on such Notes when due on the applicable Class Final Distribution Date or Redemption Date (if Notes shall have been called for redemption of this Indenture pursuant to Section 10.1(a)), as the case may be; andthis Article IV.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3Sections 3.03, Section 3.43.04, Section 3.53.06, Section 3.83.09, Section 3.103.16, Section 3.12, Section 3.13, Section 3.16 3.18 and Section 3.173.19, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 6.07 and the obligations of the Indenture Trustee under Section 4.34.11) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when either:when (iA) either (1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 4.03 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee for cancellation; or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee for cancellation cancellation a) have become due and payable, b) will become due and payable at the Final Payment Date within one year, or c) have been declared immediately due and payable pursuant to Section 5.02. and the Issuer Issuer, in the case of a. or b. above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes and Certificates then outstanding not theretofore delivered to the Indenture Trustee for cancellation when due on the Final Payment Date; (3) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and (4) the Issuer has delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel, each meeting the applicable Class Final Distribution Date or Redemption Date (if Notes shall requirements of Section 10.01 and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been called for redemption pursuant complied with and, if the Opinion of Counsel relates to a deposit made in connection with Section 10.1(a))4.10(A)(2)b. above, as such opinion shall further be to the case may be; andeffect that such deposit will not have any material adverse tax consequences to the Issuer, any Noteholders or any Certificateholders.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3Sections 3.03, Section 3.43.04, Section 3.53.06, Section 3.83.09, Section 3.103.16, Section 3.12, Section 3.13, Section 3.16 3.18 and Section 3.173.19, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 6.07 and the obligations of the Indenture Trustee under Section 4.34.11) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when either:when (iA) either (1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 4.03 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee for cancellation; or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee for cancellation cancellation a) have become due and payable, b) will become due and payable at the Final Payment Date within one year, or c) have been declared immediately due and payable pursuant to Section 5.02. and the Issuer Issuer, in the case of a. or b. above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes and Certificates then outstanding not theretofore delivered to the Indenture Trustee for cancellation when due on the Final Payment Date; (3) the Issuer has paid or caused to be paid all other sums payable hereunder and under the Insurance Agreement by the Issuer; and (4) the Issuer has delivered to the Indenture Trustee and the Enhancer an Officer's Certificate and an Opinion of Counsel, each meeting the applicable Class Final Distribution Date or Redemption Date (if Notes shall requirements of Section 10.01 and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been called for redemption pursuant complied with and, if the Opinion of Counsel relates to a deposit made in connection with Section 10.1(a))4.10(A)(2)b. above, as such opinion shall further be to the case may be; andeffect that such deposit will not have any material adverse tax consequences to the Issuer, any Noteholders or any Certificateholders.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders holders of the Notes to receive payments of principal thereof and interest thereon, (iv) Section 3.3Sections 3.03, Section 3.43.04, Section 3.53.05, Section 3.83.08, Section 3.10, Section 3.12, Section 3.12 and 3.13, Section 3.16 and Section 3.17, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 6.07 and the obligations of the Indenture Trustee under Section 4.34.02) and (vi) the rights of Noteholders holders of the Notes, as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when eitherwhen: (iA) a period of 367 days has expired after all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 2.05 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee for cancellation; or; (B) a period of 367 days has expired after the later of (i) the date on which no Notes are outstanding or (ii) the date on which the Issuer has paid or caused to be paid all other sums otherwise payable hereunder by the Issuer; and (AC) all Notes not theretofore the Issuer has delivered to the Indenture Trustee for cancellation have become due and payable and an Officers' Certificate of the Issuer has irrevocably deposited or caused and an Opinion of Counsel, each meeting the applicable requirements of Section 11.01 and, subject to be irrevocably deposited with the Indenture Trustee (orSection 11.02, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States (which will mature prior each stating that all conditions precedent herein provided for relating to the date needed), in an amount sufficient to pay satisfaction and discharge the entire indebtedness on such Notes when due on the applicable Class Final Distribution Date or Redemption Date (if Notes shall of this Indenture have been called for redemption pursuant to Section 10.1(a)), as the case may be; andcomplied with.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3Sections 3.03, Section 3.43.04, Section 3.53.06, Section 3.83.09, Section 3.103.16, Section 3.12, Section 3.13, Section 3.16 3.18 and Section 3.173.19, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 6.07 and the obligations of the Indenture Trustee under Section 4.34.11) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when either:when (iA) all either (1) the Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 4.03 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee for cancellation; or (ii2) (A) all the Notes not theretofore delivered to the Indenture Trustee for cancellation cancellation a. have become due and payable, b. will become due and payable within one year, or c. have been declared immediately due and payable pursuant to Section 5.02. and the Issuer Issuer, in the case of a. or b. above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes then outstanding not theretofore delivered to the Indenture Trustee for cancellation when due on the Final Scheduled Payment Date; (B) the Issuer has paid or caused to be paid all other sums payable hereunder; and (C) the Issuer has delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel, each meeting the applicable Class Final Distribution Date or Redemption Date (if Notes shall requirements of Section 10.01 and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been called for redemption pursuant complied with and, if the Opinion of Counsel relates to a deposit made in connection with Section 10.1(a))4.10(A)(2)b. above, as such opinion shall further be to the case may be; andeffect that such deposit will not have any material adverse tax consequences to the Issuer, any Noteholders or any Certificateholder.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereonthereon and any other amount due to Noteholders, (ivii) Section 3.3Sections 8.1, Section 3.411.6, Section 3.511.12, Section 3.811.17, Section 3.1012.2, Section 3.1212.5(b), Section 3.13, Section 3.16 15.16 and Section 3.1715.17, (viii) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 Sections 11.6 and 11.17 and the obligations of the Indenture Trustee under Section 4.312.2) and (viiv) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee as described below payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the NotesNotes (and their related Secured Parties), when either: on the Payment Date with respect to any Series (ithe “Indenture Termination Date”) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation; or (ii) (A) all Notes not theretofore delivered to the Indenture Trustee for cancellation have become due and payable and on which the Issuer has paid, caused to be paid or irrevocably deposited or caused to be irrevocably deposited with in the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date needed), in an amount applicable Payment Account and any applicable Series Account funds sufficient to pay in full all Secured Obligations, and the Issuer has delivered to the Trustee an Officer’s Certificate, an Opinion of Counsel and, if required by the TIA (if this Indenture is required to be qualified under the TIA), an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 15.1(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge the entire indebtedness on such Notes when due on the applicable Class Final Distribution Date or Redemption Date (if Notes shall of this Indenture have been called for redemption complied with. After any irrevocable deposit made pursuant to Section 10.1(a))12.1 and satisfaction of the other conditions set forth herein, as the case may be; andTrustee promptly upon request shall acknowledge in writing the discharge of the Issuer’s obligations under this Indenture except for those surviving obligations specified above.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3Sections 3.03, Section 3.43.04, Section 3.53.06, Section 3.83.09, Section 3.103.16, Section 3.12, Section 3.13, Section 3.16 3.18 and Section 3.173.19, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 6.07 and the obligations of the Indenture Trustee under Section 4.34.11) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when when: (A) either: (i1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 4.03 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee for cancellation; or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee for cancellation cancellation: a) have become due and payable; b) will become due and payable at the Final Payment Date within one year; or c) have been declared immediately due and payable pursuant to Section 5.02. and the Issuer Issuer, in the case of a. or b. above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes and Certificates then outstanding not theretofore delivered to the Indenture Trustee for cancellation when due on the Final Payment Date, as evidenced to the Indenture Trustee by an accountant's letter or an Officer's Certificate of the Issuer; (3) the Issuer has paid or caused to be paid all other sums payable hereunder and under the Insurance Agreement by the Issuer; and (4) the Issuer has delivered to the Indenture Trustee and the Enhancer an Officer's Certificate and an Opinion of Counsel, each meeting the applicable Class Final Distribution Date or Redemption Date (if Notes shall requirements of Section 10.01 and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been called for redemption pursuant complied with and, if the Opinion of Counsel relates to a deposit made in connection with Section 10.1(a))4.10(A)(2)b. above, as such opinion shall further be to the case may be; andeffect that such deposit will not have any material adverse tax consequences to the Issuer, any Noteholders or any Certificateholders.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Bonds except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen NotesBonds, (iii) rights of Noteholders Bondholders (and the Bond Insurer, as subrogee of the Bondholders) to receive payments of principal thereof and interest thereon, (iv) Section 3.3Sections 3.03, Section 3.43.04, Section 3.53.06, Section 3.83.09, Section 3.103.16, Section 3.12, Section 3.13, Section 3.16 3.18 and Section 3.173.19, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 6.07 and the obligations of the Indenture Trustee under Section 4.34.11) and (vi) the rights of Noteholders Bondholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the NotesBonds and shall release and deliver the Collateral to or upon the order of the Issuer, when either:when (iA) either (1) all Notes of all Classes Bonds theretofore authenticated and delivered (other than (i) Notes Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 4.03 hereof and (ii) Notes Bonds for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee for cancellation; or (ii) (A2) all Notes Bonds not theretofore delivered to the Indenture Trustee for cancellation cancellation a. have become due and payable, b. will become due and payable at the Final Scheduled Payment Date within one year, or c. have been called for early redemption and the Issuer Trust has been terminated pursuant to Section 8.07 hereof, and the Issuer, in the case of a. or b. above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes Bonds then outstanding not theretofore delivered to the Indenture Trustee for cancellation when due on the applicable Class Final Distribution Scheduled Payment Date or Redemption other final Payment Date (if Notes and has delivered to the Indenture Trustee and the Bond Insurer a verification report from a nationally recognized accounting firm certifying that the amounts deposited with the Indenture Trustee are sufficient to pay and discharge the entire indebtedness of such Bonds, or, in the case of c. above, the Issuer shall have been called for redemption pursuant complied with all requirements of Section 8.07 hereof, (B) the Issuer has paid or caused to Section 10.1(a)), be paid all other sums payable hereunder and under the Insurance Agreement by the Issuer as evidenced by the case may bewritten consent of the Bond Insurer; and (C) the Issuer has delivered to the Indenture Trustee and the Bond Insurer an Officer's Certificate and an Opinion of Counsel, each meeting the applicable requirements of Section 10.01 hereof, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with and, if the Opinion of Counsel relates to a deposit made in connection with Section 4.10(A)(2)b. above, such opinion shall further be to the effect that such deposit will constitute an "in-substance defeasance" within the meaning of Revenue Ruling 85-42, 1985-1 C.B. 36, and in accordance therewith, the Issuer will be the owner of the assets deposited in trust for federal income tax purposes.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereonthereon [and the right of the Swap Counterparty to receive amounts owed under the Swap Agreement], (iv) Section 3.3, Section 3.4, Section 3.5, Section 3.8, Section 3.10, Section 3.12, Section 3.13, Section 3.16 and Section 3.17, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.3) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when either: (i) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation; or (ii) (A) all Notes not theretofore delivered to the Indenture Trustee for cancellation have become due and payable and the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date needed), in an amount sufficient to pay and discharge the entire indebtedness on such Notes when due on the applicable Class Final Distribution Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1(a)), as the case may be; and

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3Sections 3.03, Section 3.43.04, Section 3.53.05, Section 3.83.08, Section 3.10, Section 3.11, 3.12, Section 3.13, Section 3.14, 3.15, 3.16 and Section 3.173.18, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 6.07 and the obligations of the Indenture Trustee under Section 4.34.02) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when when (A) either: (i1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been mutilated, destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 2.06 and (ii) Notes for whose the payment of which money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid paid to the Issuer Persons entitled thereto or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee for cancellation; or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee for cancellation cancellation: a. have become due and payable, b. will become due and payable at the Class A-4 Final Scheduled Payment Date within one year, or c. are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer; and the Issuer Issuer, in the case of a, b, or c above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which that will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes (including interest and any fees due and payable to the Owner Trustee or the Indenture Trustee) not theretofore delivered to the Indenture Trustee for cancellation when due on to the applicable Class Final Distribution Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1(a)10.01), as the case may be; (B) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer including, but not limited to, fees and expenses due to the Indenture Trustee; and (C) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with (and, in the case of an Officer’s Certificate, stating that the Rating Agency Condition has been satisfied with respect to each Rating Agency).

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3Sections 3.03, Section 3.43.04, Section 3.53.05, Section 3.83.08, Section 3.10, Section 3.11, 3.12, Section 3.13, Section 3.14, 3.15, 3.16 and Section 3.173.18, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 6.07 and the obligations of the Indenture Trustee under Section 4.34.02) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when when (A) either: (i1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been mutilated, destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 2.06 and (ii) Notes for whose the payment of which money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid paid to the Issuer Persons entitled thereto or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee for cancellation; or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee for cancellation cancellation: a. have become due and payable, b. will become due and payable at the Class A-4 Final Scheduled Payment Date within one year, or c. are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer; and the Issuer Issuer, in the case of a, b, or c above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which that will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes (including interest and any fees due and payable to the Servicer, the Owner Trustee, the Indenture Trustee or the Asset Representations Reviewer) not theretofore delivered to the Indenture Trustee for cancellation when due on to the applicable Class Final Distribution Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1(a)10.01), as the case may be; (B) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer including, but not limited to, fees and expenses due to the Indenture Trustee; and (C) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with (and, in the case of an Officer’s Certificate, stating that the Rating Agency Condition has been satisfied with respect to each Rating Agency).

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to to: (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section [Reserved]; (v) Sections 3.3, Section 3.4, Section 3.5, Section 3.8, Section 3.10, Section 3.12, Section 3.12 and 3.13, Section 3.16 and Section 3.17, (vvi) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.34.2) and (vivii) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the IssuerIssuing Entity, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when when: (A) either: (i1) all Notes of all Classes theretofore authenticated and delivered (other than than: (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 2.5 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer Issuing Entity and thereafter repaid to the Issuer Issuing Entity or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation; or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee for cancellation cancellation: (i) have become due and payable, (ii) will become due and payable and on the Issuer has irrevocably deposited or caused respective Class Final Scheduled Maturity Date within one year, or (iii) are to be irrevocably deposited with called for redemption within one year under arrangements satisfactory to the Indenture Trustee (or, if for the giving of notice of redemption by the Indenture Trustee is not in the Paying Agentname, and at the Paying Agentexpense, of the Issuing Entity, and the Issuing Entity, in the case of clause (2)(i), in trust, cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date needed), in an amount sufficient to pay and discharge the entire indebtedness on such Notes when due on the applicable Class Final Distribution Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1(a)), as the case may be; andii) or

Satisfaction and Discharge of Indenture. (a) This Indenture shall be discharged and shall cease to be of further effect with respect to the Notes, except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3the rights, Section 3.4protections, Section 3.5, Section 3.8, Section 3.10, Section 3.12, Section 3.13, Section 3.16 indemnities and Section 3.17immunities of the Trustee and the specific obligations set forth below hereunder, (v) the rights, obligations and immunities of the Indenture Trustee Loan Obligation Manager hereunder and under the Loan Obligation Management Agreement, (including vi) the rights rights, protections, indemnities and immunities of the Indenture Trustee Collateral Administrator hereunder and under Section 6.7 and the obligations of the Indenture Trustee under Section 4.3) Collateral Administration Agreement and (vivii) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee and payable to all or any of them, them (and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when eitherIndenture) when: (i) either: (1) all Notes of all Classes theretofore authenticated and delivered to Noteholders (other than (iA) Notes that which have been mutilated, defaced, destroyed, lost or stolen and that which have been replaced or paid as provided in Section 2.6 and (iiB) Notes for whose which payment money has theretofore irrevocably been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.37.3) have been delivered to the Indenture Trustee for cancellation; or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee for cancellation (A) have become due and payable, or (B) shall become due and payable at their Stated Maturity Date within one year, or (C) are to be called for redemption pursuant to Article 9 under an arrangement satisfactory to the Trustee for the giving of notice of redemption by the Issuer and the Co-Issuer pursuant to Section 9.3 and either (x) the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent)Trustee, in trusttrust for such purpose, cash Cash or non-callable direct obligations of or obligations guaranteed by the United States (of America; which will mature prior obligations are entitled to the date needed), full faith and credit of the United States of America or are debt obligations which are rated “Aaa” by Moody’s in an amount sufficient sufficient, as recalculated by a firm of Independent nationally-recognized certified public accountants, to pay and discharge the entire indebtedness on such Notes when due on (including, in the applicable Class Final Distribution Date or Redemption Date (if Notes shall have been called for case of a redemption pursuant to Section 10.1(a9.1 or Section 9.2, the Redemption Price) on such Notes not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Notes which have become due and payable), or to the respective Stated Maturity Date or the respective Redemption Date, as the case may be or (y) in the event all of the Assets are liquidated following the satisfaction of the conditions specified in Article 5, the Issuer shall have deposited or caused to be deposited with the Trustee, in trust, all proceeds of such liquidation of the Assets, for payment in accordance with the Priority of Payments; (ii) the Issuer has paid or caused to be paid all other sums then due and payable hereunder (including any amounts then due and payable pursuant to the Collateral Administration Agreement and the Loan Obligation Management Agreement) by the Issuer and no other amounts are scheduled to be due and payable by the Issuer other than Dissolution Expenses; and (iii) the Co-Issuers have delivered to the Trustee Officer’s certificates and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that in the case of clause (a)(i)(2)(x) above, the Issuer has delivered to the Trustee an opinion of Xxxxxxxxxx, Xxxxxxxxxx & Xxxx LLP, or an opinion of another tax counsel of nationally recognized standing in the United States experienced in such matters to the effect that the Noteholders would recognize no income gain or loss for U.S. federal income tax purposes as a result of such deposit and satisfaction and discharge of this Indenture; or (i) the Trustee confirms to the Issuer that: (1) the Trustee is not holding any Assets (other than (x) the Loan Obligation Management Agreement, the Servicing Agreement, the Collateral Administration Agreement and the Securities Account Control Agreement and (y) Cash in an amount not greater than the Dissolution Expenses); and (2) no assets (other than Excepted Assets or Cash in an amount not greater than the Dissolution Expenses) are on deposit in or to the credit of any Accounts in the name of the Issuer (or the Trustee for the benefit of the Issuer or any Secured Party); (ii) each of the Co-Issuers has delivered to the Trustee a certificate stating that (1) there are no Assets (other than (x) the Loan Obligation Management Agreement, the Servicing Agreement, the Collateral Administration Agreement and the Securities Account Control Agreement and (y) Cash in an amount not greater than the Dissolution Expenses) that remain subject to the lien of this Indenture, and (2) all funds on deposit in or to the credit of the Accounts have been distributed in accordance with the terms of this Indenture or have otherwise been irrevocably deposited with the Trustee for such purpose; and (iii) the Co-Issuers have delivered to the Trustee Officer’s certificates and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the rights and obligations of the Issuer, the Co-Issuer, the Trustee, and, if applicable, the Noteholders, as the case may be; and, under Sections 2.7, 4.2, 5.4(d), 5.9, 5.18, 6.7, 7.3 and 14.12 hereof shall survive.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Bonds except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen NotesBonds, (iii) rights of Noteholders Bondholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3Sections 3.03, Section 3.43.04, Section 3.53.06, Section 3.83.09, Section 3.103.17, Section 3.12, Section 3.13, Section 3.16 3.19 and Section 3.173.20, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 6.07 and the obligations of the Indenture Trustee under Section 4.34.11) and (vi) the rights of Noteholders Bondholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the NotesBonds and shall release and deliver the Collateral to or upon the order of the Issuer, when either:when (iA) either (1) all Notes of all Classes Bonds theretofore authenticated and delivered (other than (i) Notes Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 4.03 hereof and (ii) Notes Bonds for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee for cancellation; or (ii2) (A) all Notes All Bonds not theretofore delivered to the Indenture Trustee for cancellation cancellation a. have become due and payable, b. will become due and payable at the Final Scheduled Payment Date within one year, or c. have been called for early redemption and the Issuer Trust has been terminated pursuant to Section 8.07 hereof, and the Issuer, in the case of a. or b. above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes Bonds then outstanding not theretofore delivered to the Indenture Trustee for cancellation when due on the applicable Class Final Distribution Scheduled Payment Date or Redemption other final Payment Date (if Notes and has delivered to the Indenture Trustee a verification report from a nationally recognized accounting firm certifying that the amounts deposited with the Indenture Trustee are sufficient to pay and discharge the entire indebtedness of such Bonds, or, in the case of c. above, the Issuer shall have been called for redemption pursuant complied with all requirements of Section 8.07 hereof, (B) the Issuer has paid or caused to Section 10.1(a)), as the case may bebe paid all other sums payable hereunder; and (C) the Issuer has delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel, each meeting the applicable requirements of Section 10.01 hereof, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with and, if the Opinion of Counsel relates to a deposit made in connection with Section 4.10(A)(2)b above, such opinion shall further be to the effect that such deposit will constitute an "in-substance defeasance" within the meaning of Revenue Ruling 85-42, 1985-1 C.B. 36, and in accordance therewith, the Issuer will be the owner of the assets deposited in trust for federal income tax purposes.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3Sections 3.03, Section 3.43.04, Section 3.53.05, Section 3.83.08, Section 3.10, Section 3.12, Section 3.12 and 3.13, Section 3.16 and Section 3.17, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 6.07), (vi) the rights, obligations and immunities of the Trust Administrator hereunder (including the obligations of the Indenture Trustee Trust Administrator under Section 4.34.02) and (vivii) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee Trust Administrator payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when either:either (I) the Sale and Servicing Agreement has been terminated pursuant to Section 9.01 thereof or (II) (iA) either (1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 2.05 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee Trust Administrator for cancellation; or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee Trust Administrator for cancellation cancellation a. have become due and payable, b. will become due and payable at the applicable Maturity Date within one year, or c. are to be called for redemption within one year under arrangements satisfactory to the Trust Administrator for the giving of notice of redemption by the Trust Administrator in the name, and at the expense, of the Issuer, and the Issuer Issuer, in the case of a., b. or c. above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, Trust Administrator cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trust Administrator or Note Registrar for cancellation when due on to the applicable Class Final Distribution Maturity Date or Redemption Date (if the Notes shall have been are called for redemption pursuant to Section 10.1(a)10.01 hereof), as the case may be; (B) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; (C) the Issuer has delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel (at the Issuer's expense) and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01 hereof and, subject to Section 11.02 hereof, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Notes have been complied with; and (D) the Issuer has delivered to each Rating Agency notice of such satisfaction and discharge.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Bonds except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen NotesBonds, (iii) rights of Noteholders Bondholders (and the Bond Insurer, as subrogee of the Bondholders) to receive payments of principal thereof and interest thereon, (iv) Section 3.3Sections 3.03, Section 3.43.04, Section 3.53.06, Section 3.83.09, Section 3.103.16, Section 3.12, Section 3.13, Section 3.16 3.18 and Section 3.173.19, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 6.07 and the obligations of the Indenture Trustee under Section 4.34.11) and (vi) the rights of Noteholders Bondholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the NotesBonds and shall release and deliver the Collateral to or upon the order of the Issuer, when either:when (iA) either (1) all Notes of all Classes Bonds theretofore authenticated and delivered (other than (i) Notes Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 4.03 hereof and (ii) Notes Bonds for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee for cancellation; or (ii) (A2) all Notes Bonds not theretofore delivered to the Indenture Trustee for cancellation cancellation a. have become due and payable, b. will become due and payable at the Final Scheduled Payment Date within one year, or c. have been called for early redemption pursuant to Section 8.07 hereof, and the Issuer Issuer, in the case of a. or b. above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes Bonds then outstanding not theretofore delivered to the Indenture Trustee for cancellation when due on the applicable Class Final Distribution Scheduled Payment Date or Redemption other final Payment Date (if Notes and has delivered to the Indenture Trustee and the Bond Insurer a verification report from a nationally recognized accounting firm certifying that the amounts deposited with the Indenture Trustee are sufficient to pay and discharge the entire indebtedness of such Bonds, or, in the case of c. above, the Issuer shall have been called for redemption pursuant complied with all requirements of Section 8.07 hereof; (B) the Issuer has paid or caused to Section 10.1(a)), be paid all other sums payable hereunder and under the Insurance Agreement by the Issuer as evidenced by the case may bewritten consent of the Bond Insurer; and (C) the Issuer has delivered to the Indenture Trustee and the Bond Insurer an Officer's Certificate and an Opinion of Counsel, each meeting the applicable requirements of Section 10.01 hereof, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with and, if the Opinion of Counsel relates to a deposit made in connection with Section 4.10(A)(2)b. above, such opinion shall further be to the effect that such deposit will constitute an "in-substance defeasance" within the meaning of Revenue Ruling 85-42, 1985-1 C.B. 36, and in accordance therewith, the Issuer will be the owner of the assets deposited in trust for federal income tax purposes.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Bonds except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen NotesBonds, (iii) rights of Noteholders Bondholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3Sections 3.03, Section 3.43.04, Section 3.53.06, Section 3.83.09, Section 3.103.17, Section 3.12, Section 3.13, Section 3.16 3.19 and Section 3.173.20, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 6.07 and the obligations of the Indenture Trustee under Section 4.3) and 4.11), (vi) the right of the Derivative Contract Counterparty to receive the related Net Derivative Fee and (vii) the rights of Noteholders Bondholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the NotesBonds and shall release and deliver the Collateral to or upon the order of the Issuer, when either:when (iA) either (1) all Notes of all Classes Bonds theretofore authenticated and delivered (other than (i) Notes Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 4.03 hereof and (ii) Notes Bonds for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee for cancellation; or (ii) (A2) all Notes Bonds not theretofore delivered to the Indenture Trustee for cancellation cancellation a. have become due and payable, b. will become due and payable at the Final Scheduled Payment Date within one year, or c. have been called for early redemption and the Issuer Trust has been terminated pursuant to Section 8.07 hereof, and the Issuer, in the case of a. or b. above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes Bonds then outstanding not theretofore delivered to the Indenture Trustee for cancellation when due on the applicable Class Final Distribution Scheduled Payment Date or Redemption other final Payment Date (if Notes and has delivered to the Indenture Trustee a verification report from a nationally recognized accounting firm certifying that the amounts deposited with the Indenture Trustee are sufficient to pay and discharge the entire indebtedness of such Bonds, or, in the case of c. above, the Issuer shall have been called for redemption pursuant complied with all requirements of Section 8.07 hereof, (B) the Issuer has paid or caused to Section 10.1(a)), as the case may bebe paid all other sums payable hereunder; and (C) the Issuer has delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel, each meeting the applicable requirements of Section 10.01 hereof, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with and, if the Opinion of Counsel relates to a deposit made in connection with Section 4.10(A)(2)b. above, such opinion shall further be to the effect that such deposit will constitute an "in-substance defeasance" within the meaning of Revenue Ruling 85-42, 1985-1 C.B. 36, and in accordance therewith, the Issuer will be the owner of the assets deposited in trust for federal income tax purposes.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section Sections 3.3, Section 3.4, Section 3.5, Section 3.8, Section 3.10, Section 3.12, Section 3.12 and 3.13, Section 3.16 and Section 3.17, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.3) ), and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when eitherwhen: (iA) either (1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation; or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee for cancellation have become due and payable and the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient without reinvestment to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due on to the applicable Class Final Distribution Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1(a)10.1), as the case may be, and all fees due and payable to the Indenture Trustee; (B) the Issuer has paid or caused to be paid all other sums payable hereunder and under any of the other Basic Documents by the Issuer; (C) the Issuer has delivered to the Indenture Trustee an Officer's Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.1(a) and, subject to Section 11.2, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with; and (D) the Issuer has delivered to the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction and discharge of the Notes pursuant to this Section 4.1 will not cause any Noteholder to be treated as having sold or exchanged any of its Notes for purposes of Section 1001 of the Code. Upon the satisfaction and discharge of the Indenture pursuant to this Section 4.1, at the request of the Owner Trustee, the Indenture Trustee shall deliver to the Owner Trustee a certificate of a Trustee Officer stating that all Noteholders have been paid in full and stating whether, to the best knowledge of such Trustee Officer, any claims remain against the Issuer in respect of the Indenture and the Notes.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3Sections 3.03, Section 3.43.04, Section 3.53.06, Section 3.83.09, Section 3.103.17, Section 3.12, Section 3.13, Section 3.16 3.19 and Section 3.173.20, (v) the rights, obligations and immunities of the Indenture Trustee and Securities Administrator hereunder (including the rights of the Indenture Trustee Securities Administrator under Section 6.7 6.08 and the obligations of the Indenture Trustee Securities Administrator under Section 4.3) 4.11), and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee Securities Administrator payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the NotesNotes and shall release and deliver, when either:or cause the Custodian to deliver, the Collateral to or upon the order of the Issuer, when (iA) either (1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 4.03 hereof and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee Securities Administrator for cancellation; or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee Securities Administrator for cancellation cancellation a. have become due and payable, b. will become due and payable at the Final Scheduled Payment Date within one year, or c. have been called for early redemption and the Issuer Trust has been terminated pursuant to Section 8.06 hereof, and the Issuer, in the case of a. or b. above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, Securities Administrator cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes then outstanding not theretofore delivered to the Securities Administrator for cancellation when due on the applicable Class Final Distribution Scheduled Payment Date or Redemption other final Payment Date (if Notes and has delivered to the Securities Administrator and the Indenture Trustee a verification report from a nationally recognized accounting firm certifying that the amounts deposited with the Securities Administrator are sufficient to pay and discharge the entire indebtedness of such Notes, or, in the case of c. above, the Issuer shall have been called for redemption pursuant complied with all requirements of Section 8.06 hereof, (B) the Issuer has paid or caused to Section 10.1(a)), as the case may bebe paid all other sums payable hereunder; and (C) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel, each meeting the applicable requirements of Section 10.01 hereof, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with and, if the Opinion of Counsel relates to a deposit made in connection with Section 4.10(A)(2)b. above, such opinion shall further be to the effect that such deposit will constitute an “in-substance defeasance” within the meaning of Revenue Ruling 85-42, 1985-1 C.B. 36, and in accordance therewith, the Issuer will be the owner of the assets deposited in trust for federal income tax purposes.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section Sections 3.3, Section 3.4, Section 3.5, Section 3.8, Section 3.10, Section 3.12, Section 3.13, Section 3.16 3.11 and Section 3.173.12 hereof, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.3) ), and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when either: (iA) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation; or (iiB) each of the following: (A1) all Notes not theretofore delivered to the Indenture Trustee for cancellation have become due and payable and the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due on to the applicable Class Final Distribution Stated Maturity Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1(a)), as the case may be; (2) the Issuer has paid or caused to be paid all other sums payable by the Issuer hereunder and under the other Basic Documents; (3) the Issuer has delivered to the Indenture Trustee an Officer's Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.1(a) and, subject to Section 11.2, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with; (4) the Issuer has delivered to the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction and discharge of the Notes pursuant to this Section 4.1 will not cause any Noteholder to be treated as having sold or exchanged any of its Notes for purposes of Section 1001 of the Code; and (5) the Issuer has delivered to the Indenture Trustee an Officer's Certificate stating that the satisfaction and discharge of this Indenture (i) is not inconsistent with the derecognition by MMCA of the Receivables under GAAP and (ii) will not cause the Issuer to become part of MMCA's consolidated group under GAAP. (b) Notwithstanding anything to the contrary herein or in any other Basic Document, the Issuer shall not cause or permit the Notes to be prepaid except as set forth in Section 10.1.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3, Section 3.4, Section 3.5, Section 3.8, Section 3.10, Section 3.12, Section 3.13, Section 3.16 and Section 3.17, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.3) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when eitherwhen: (i) either all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation; or (ii) (A) all Notes not theretofore delivered to the Indenture Trustee for cancellation have become due and payable and the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent)Trustee, in trust, cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date needed), in an amount sufficient to pay and discharge the entire indebtedness on such Notes when due on the applicable Class Final Distribution Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1(a)), as the case may be; and (iii) the Issuer has paid or caused to be paid all other sums payable by the Issuer hereunder and under the other Transaction Documents.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section Sections 3.3, Section 3.4, Section 3.5, Section 3.8, Section 3.10, Section 3.12, Section 3.12 and 3.13, Section 3.16 and Section 3.17, (v) the rights, obligations rights and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 6.7) and the obligations of the Indenture Trustee under Section 4.3) , and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when when: (A) either: (i1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation; or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee for cancellation have become due and payable and the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient without reinvestment to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due on to the applicable Class Final Distribution Scheduled Payment Date or Redemption Prepayment Date (if Notes shall have been called for redemption prepayment pursuant to Section 10.1(a)10.1), as the case may be; and, and all fees and other amounts due and payable to the Indenture Trustee; (B) the Issuer has paid or caused to be paid all other sums payable hereunder and under any of the other Basic Documents by the Issuer; (C) the Issuer has delivered to the Indenture Trustee an Officer's Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section Sections 3.3, Section 3.4, Section 3.5, Section 3.8, Section 3.10, Section 3.12, Section 3.13, Section 3.16 3.11 and Section 3.173.12 hereof, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.3) ), and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when either: (iA) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation; or (iiB) each of the following: (A1) all Notes not theretofore delivered to the Indenture Trustee for cancellation have become due and payable and the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due on to the applicable Class Final Distribution Stated Maturity Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1(a)10.1), as the case may be; (2) the Issuer has paid or caused to be paid all other sums payable by the Issuer hereunder and under the other Basic Documents; (3) the Issuer has delivered to the Indenture Trustee an Officer's Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.1(a) and, subject to Section 11.2, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with; (4) the Issuer has delivered to the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction and discharge of the Notes pursuant to this Section 4.1 will not cause any Noteholder to be treated as having sold or exchanged any of its Notes for purposes of Section 1001 of the Code; and (5) the Issuer has delivered to the Indenture Trustee an Officer's Certificate stating that the satisfaction and discharge of this Indenture (i) is not inconsistent with the derecognition by MMCA of the Receivables under GAAP and (ii) will not cause the Issuer to become part of MMCA's consolidated group under GAAP. (b) Notwithstanding anything to the contrary herein or in any other Basic Document, the Issuer shall not cause or permit the Notes to be prepaid except as set forth in Section 10.1.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section Sections 3.3, Section 3.4, Section 3.5, Section 3.8, Section 3.10, Section 3.12, Section 3.12 and 3.13, Section 3.16 and Section 3.17, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.3) ), and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when when: (A) either: (i1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation; or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee for cancellation have become due and payable and the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient without reinvestment to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due on to the applicable Class Final Distribution Scheduled Payment Date or Redemption Prepayment Date (if Notes shall have been called for redemption prepayment pursuant to Section 10.1(a)10.1), as the case may be, and all fees due and payable to the Indenture Trustee; (B) the Issuer has paid or caused to be paid all other sums payable hereunder and under any of the other Basic Documents by the Issuer; (C) the Issuer has delivered to the Indenture Trustee an Officer's Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.1(a) and, subject to Section 11.2, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with; and (D) the Issuer has delivered to the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction and discharge of the Notes pursuant to this Section 4.1 will not cause any Noteholder to be treated as having sold or exchanged any of its Notes for purposes of Section 1001 of the Code. Upon the satisfaction and discharge of the Indenture pursuant to this Section 4.1, at the request of the Owner Trustee, the Indenture Trustee shall deliver to the Owner Trustee a certificate of a Trustee Officer stating that all Noteholders have been paid in full and stating whether, to the best knowledge of such Trustee Officer, any claims remain against the Issuer in respect of the Indenture and the Notes.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes (except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3Sections 3.03, Section 3.43.04, Section 3.53.05, Section 3.8, Section 3.10, Section 3.12, Section 3.13, Section 3.16 3.08 and Section 3.173.10 hereof, (v) the rights, obligations and immunities of the Indenture Trustee hereunder which survive the termination of this Indenture (including the rights of the Indenture Trustee under Section 6.7 6.07 hereof and the obligations of the Indenture Trustee under Section 4.34.02 hereof) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them), and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when eitherall of the following have occurred: (iA) either (1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 2.04 hereof and (ii) Notes for whose the payment of which money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.33.03 hereof) shall have been delivered to the Indenture Trustee for cancellation; or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee for cancellation cancellation a. shall have become due and payable, or b. will become due and payable within one year following the Maturity Date applicable to the Class B-2 Notes, or c. are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer, d. and the Issuer Issuer, in the case of clause a., b. or c. above, has irrevocably deposited or caused irrevocably to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due on to the applicable Maturity Date of such Class Final Distribution Date of Notes or the Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1(a)10.01 hereof), as the case may be; and (B) the latest of (a) 18 months after payment in full of all outstanding obligations under the Notes, (b) the payment in full of all unpaid Trust Fees and Expenses and (c) the date on which the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and (C) the Issuer shall have delivered to the Indenture Trustee an Officer's Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) hereof and, subject to Section 11.02 hereof, each stating that all conditions precedent herein provided for, relating to the satisfaction and discharge of this Indenture with respect to the Notes, have been complied with.

Satisfaction and Discharge of Indenture. (a) This Upon the occurrence of the events set forth in the immediately following sentence, this Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (ia) rights of registration of transfer and exchange, (iib) substitution of mutilated, destroyed, lost or stolen Notes, (iiic) rights of Noteholders to receive payments of principal thereof and interest thereon, (ivd) Section 3.3Sections 3.03, Section 3.43.04, Section 3.53.06, Section 3.83.09, Section 3.103.16, Section 3.12, Section 3.13, Section 3.16 3.18 and Section 3.173.19, (ve) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 6.07 and the obligations of the Indenture Trustee under Section 4.34.11) and (vif) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the . The Indenture Trustee, on upon the demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the satisfaction and discharge of this Indenture with respect to the Notes, when eitherwhen: (i) 367 days after either (A) all Notes of all Classes theretofore authenticated and delivered (other than (i1) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 4.03 and (ii2) Notes for whose the payment of which money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee for cancellation; or (ii) (AB) all Notes not theretofore delivered to the Indenture Trustee for cancellation (I) have become due and payable; (II) will become due and payable at the last Legal Final Payment Date within one year; or (III) have been declared immediately due and payable pursuant to Section 5.02; and the Issuer Issuer, in the case of (I) or (II) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States (which of America that will mature prior to the date needed)such amounts are payable, in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such the Notes then outstanding and not theretofore delivered to the Indenture Trustee for cancellation when due on the last Legal Final Payment Date; (ii) the Issuer has delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel, each meeting the applicable Class Final Distribution Date or Redemption Date (if Notes shall requirements of Section 10.01 and stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been called for redemption pursuant complied with. If such Opinion of Counsel relates to Section 10.1(a))a deposit made in connection with clause (i)(A)(2) above, as such opinion shall further be to the case may be; andeffect that such deposit will not have any material adverse tax consequences to the Issuer, the Noteholders or the Certificateholders.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3Sections 3.03, Section 3.43.04, Section 3.53.06, Section 3.83.09, Section 3.103.16, Section 3.12, Section 3.13, Section 3.16 3.18 and Section 3.173.19, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 6.07 and the obligations of the Indenture Trustee under Section 4.34.11) and (vi) the rights of Noteholders and the Credit Enhancer as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when either:when (iA) either (1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 4.03 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee for cancellation; or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee for cancellation cancellation a. have become due and payable, b. will become due and payable at the Final Scheduled Payment Date within one year, or c. have been declared immediately due and payable pursuant to Section 5.02. and the Issuer Issuer, in the case of a. or b. above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes and Certificates then outstanding not theretofore delivered to the Indenture Trustee for cancellation when due on the Final Scheduled Payment Date; (B) the Issuer has paid or caused to be paid all other sums payable hereunder and under the Insurance Agreement by the Issuer; and (C) the Issuer has delivered to the Indenture Trustee and the Credit Enhancer an Officer's Certificate and an Opinion of Counsel, each meeting the applicable Class Final Distribution Date or Redemption Date (if Notes shall requirements of Section 10.01 and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been called for redemption pursuant complied with and, if the Opinion of Counsel relates to a deposit made in connection with Section 10.1(a))4.10(A)(2)b. above, as such opinion shall further be to the case may be; andeffect that such deposit will not have any material adverse tax consequences to the Issuer, any Noteholders or any Certificateholders.

Satisfaction and Discharge of Indenture. (a) This Subject to and in accordance with Section 8.01 of the Sale and Servicing Agreement, this Indenture shall cease to be of further effect with respect to the Notes, Notes (except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section Sections 3.3, Section 3.4, Section 3.5, Section 3.8, Section 3.10, Section 3.12, Section 3.13, Section 3.16 3.8 and Section 3.173.10 hereof, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 hereof and the obligations of the Indenture Trustee under Section 4.34.2 hereof) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them), and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when eitherall of the following have occurred: (iA) either (1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 2.4 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.33.3 above) have been delivered to the Indenture Trustee for cancellation; or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee for cancellation cancellation (a) have become due and payable, (b) will become due and payable within one year prior to the Final Distribution Date, or. (c) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer, and the Issuer Issuer, in the case of (a), (b) and (c) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due on to the applicable Class Final Distribution Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1(a))10.1 hereof) and all amounts due and owing the Insurer and the Indenture Trustee have been paid, as the case may be; (B) the later of (a) twelve months after payment in full of all outstanding obligations under the Notes, (b) the payment in full of all unpaid fees and expenses of the Indenture Trustee hereunder and the other Transaction Documents, (c) the payment of all amounts due and owing to the Insurer for unpaid premiums and unreimbursed Insured Payments and all other amounts owing to the Insurer, together with interest thereon as provided under the Insurance Agreement and (d) the date on which the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and (C) the Issuer has delivered to the Indenture Trustee and the Insurer an Officer's Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.1(a) hereof and, subject to Section 11.2 hereof, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Notes have been complied with.

Satisfaction and Discharge of Indenture. Whenever the following conditions shall have been satisfied: (a) This Indenture shall cease to be of further effect with respect to the Notes, except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3, Section 3.4, Section 3.5, Section 3.8, Section 3.10, Section 3.12, Section 3.13, Section 3.16 and Section 3.17, (v) the rights, obligations and immunities entire unpaid Note Principal Balance of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.3) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when either: (i) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation; or (ii) (A) all Secured Notes not theretofore delivered to the Indenture Trustee for cancellation have become due has been paid and payable and discharged; (b) the Issuer Servicer, on behalf of the Trust, has irrevocably deposited paid or caused to be irrevocably deposited with paid all other sums payable hereunder by the Servicer; and (c) the Servicer, on behalf of the Trust, has delivered to the Indenture Trustee (or, if and the Note Purchaser an Officers' Certificate and an Opinion of Counsel satisfactory in form and substance to the Indenture Trustee is not and the Paying AgentNote Purchaser each stating that all conditions precedent herein providing for the satisfaction and discharge of this Indenture have been complied with; then, upon a Trust Request, this Indenture and the Paying Agent)lien, rights and interests created hereby and thereby shall cease to be of further effect, and the Indenture Trustee and each co-trustee and separate trustee, if any, then acting as such hereunder shall, at the expense of the Trust (or of the Servicer in trust, cash or direct obligations the case of or obligations guaranteed a redemption by the United States (which will mature prior to the date needed), in an amount sufficient to pay and discharge the entire indebtedness on such Notes when due on the applicable Class Final Distribution Date or Redemption Date (if Notes shall have been called for redemption Servicer pursuant to Section 10.1(a)10.01 hereof), execute and deliver all such instruments as may be necessary to acknowledge the case may be; andsatisfaction and discharge of this Indenture and shall pay, or assign or transfer and deliver, to the Trust or upon Trust Order all cash, securities and other property held by it as part of the Trust Estate remaining after satisfaction of the conditions set forth in clauses (a) and (b) above. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Indenture Trustee and any Paying Agent to the Trust and the Holders of Secured Notes under Section 3.03 hereof, the obligations of the Indenture Trustee to the Holders of Secured Notes under Section 4.02 hereof and the provisions of Section 2.07 hereof with respect to lost, stolen, destroyed or mutilated Secured Notes, registration of transfers of Secured Notes and rights to receive payments of principal of and interest on the Secured Notes shall survive.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereonthereon and any other amount due to Noteholders, (ivii) Section 3.3Sections 8.1, Section 3.411.6, Section 3.511.12, Section 3.811.17, Section 3.1012.2, Section 3.1212.5(b), Section 3.13, Section 3.16 15.16 and Section 3.1715.17, (viii) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 Sections 11.6 and 11.17 and the obligations of the Indenture Trustee under Section 4.312.2) and (viiv) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee as described below payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the NotesNotes (and their related Secured Parties), when either: on the Payment Date with respect to any Series (ithe “Indenture Termination Date”) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation; or (ii) (A) all Notes not theretofore delivered to the Indenture Trustee for cancellation have become due and payable and on which the Issuer has paid, caused to be paid or irrevocably deposited or caused to be irrevocably deposited with in the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date needed), in an amount Collection Account funds sufficient to pay in full all Secured Obligations, and the Issuer has delivered to the Trustee an Officer’s Certificate, an Opinion of Counsel and, if required by the TIA (if this Indenture is required to be qualified under the TIA), an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 15.1(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge the entire indebtedness on such Notes when due on the applicable Class Final Distribution Date or Redemption Date (if Notes shall of this Indenture have been called for redemption complied with. After any irrevocable deposit made pursuant to Section 10.1(a))12.1 and satisfaction of the other conditions set forth herein, as the case may be; andTrustee promptly upon request shall acknowledge in writing the discharge of the Issuer’s obligations under this Indenture except for those surviving obligations specified above.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section Sections 3.3, Section 3.4, Section 3.5, Section 3.8, Section 3.10, Section 3.12, Section 3.12 and 3.13, Section 3.16 and Section 3.17, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.3) ), and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when eitherwhen: (iA) either (1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation; or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee for cancellation have become due and payable and the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient without reinvestment to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due on to the applicable Class Final Distribution Scheduled Payment Date or Redemption Prepayment Date (if Notes shall have been called for redemption prepayment pursuant to Section 10.1(a)10.1), as the case may be, and all fees due and payable to the Indenture Trustee; (B) the Issuer has paid or caused to be paid all other sums payable hereunder and under any of the other Basic Documents by the Issuer; (C) the Issuer has delivered to the Indenture Trustee an Officer's Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.1(a) and, subject to Section 11.2, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with; and (D) the Issuer has delivered to the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction and discharge of the Notes pursuant to this Section 4.1 will not cause any Noteholder to be treated as having sold or exchanged any of its Notes for purposes of Section 1001 of the Code. Upon the satisfaction and discharge of the Indenture pursuant to this Section 4.1, at the request of the Owner Trustee, the Indenture Trustee shall deliver to the Owner Trustee a certificate of a Trustee Officer stating that all Noteholders have been paid in full and stating whether, to the best knowledge of such Trustee Officer, any claims remain against the Issuer in respect of the Indenture and the Notes.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3Sections 3.03, Section 3.43.04, Section 3.53.06, Section 3.83.09, Section 3.103.17, Section 3.12, Section 3.13, Section 3.16 3.19 and Section 3.173.20, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 6.07 and the obligations of the Indenture Trustee under Section 4.34.11) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when either:when (iA) all either (1) the Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 4.03 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee for cancellation; or (ii2) (A) all the Notes not theretofore delivered to the Indenture Trustee for cancellation cancellation a. have become due and payable, b. will become due and payable within one year, or c. have been declared immediately due and payable pursuant to Section 5.02. and the Issuer Issuer, in the case of a. or b. above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes then outstanding not theretofore delivered to the Indenture Trustee for cancellation when due on the Final Scheduled Payment Date; (B) the Issuer has paid or caused to be paid all other sums payable hereunder; and (C) the Issuer has delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel, each meeting the applicable Class Final Distribution Date or Redemption Date (if Notes shall requirements of Section 10.01 and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been called for redemption pursuant complied with and, if the Opinion of Counsel relates to a deposit made in connection with Section 10.1(a))4.10(A)(2)b. above, as such opinion shall further be to the case may be; andeffect that such deposit will not have any material adverse tax consequences to the Issuer, any Noteholders or any Certificateholder.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Bonds except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen NotesBonds, (iii) rights of Noteholders Bondholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3Sections 3.03, Section 3.43.04, Section 3.53.06, Section 3.83.09, Section 3.103.17, Section 3.12, Section 3.13, Section 3.16 3.19 and Section 3.173.20, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 6.07 and the obligations of the Indenture Trustee under Section 4.3) and 4.11), (vi) the right of the Derivative Contract Counterparty to receive the related Net Derivative Fee and (vii) the rights of Noteholders Bondholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the NotesBonds and shall release and deliver the Collateral to or upon the order of the Issuer, when either:when (iA) either (1) all Notes of all Classes Bonds theretofore authenticated and delivered (other than (i) Notes Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 4.03 hereof and (ii) Notes Bonds for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee for cancellation; or (ii) (A2) all Notes Bonds not theretofore delivered to the Indenture Trustee for cancellation cancellation a. have become due and payable, b. will become due and payable at the Final Scheduled Payment Date within one year, or c. have been called for early redemption and the Issuer Trust has been terminated pursuant to Section 8.07 hereof, and the Issuer, in the case of a. or b. above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes Bonds then outstanding not theretofore delivered to the Indenture Trustee for cancellation when due on the applicable Class Final Distribution Scheduled Payment Date or Redemption other final Payment Date (if Notes and has delivered to the Indenture Trustee a verification report from a nationally recognized accounting firm certifying that the amounts deposited with the Indenture Trustee are sufficient to pay and discharge the entire indebtedness of such Bonds, or, in the case of c. above, the Issuer shall have been called for redemption pursuant complied with all requirements of Section 8.07 hereof, (B) the Issuer has paid or caused to Section 10.1(a)), as the case may bebe paid all other sums payable hereunder; and (C) the Issuer has delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel, each meeting the applicable requirements of Section 10.01 hereof, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with and, if the Opinion of Counsel relates to a deposit made in connection with Section 4.10(A)(2)b. above, such opinion shall further be to the effect that such deposit will constitute an "in-substance defeasance" within the meaning of Revenue Ruling 85-42, 1985-1 C.B. 36, and in accordance therewith, the Issuer will be the owner of the assets deposited in trust for federal income tax purposes.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect discharge with respect to the Notes, Collateral securing the Notes except as to (ia) rights of registration of transfer and exchange, (iib) substitution of mutilated, destroyed, lost or stolen Notes, (iiic) rights of Noteholders to receive payments of principal thereof and interest thereon, (ivd) Section 3.3Sections 3.03, Section 3.43.04, Section 3.53.05, Section 3.8, Section 3.08 and 3.10, Section 3.12, Section 3.13, Section 3.16 and Section 3.17, (ve) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 6.07 and the obligations of the Indenture Trustee under Section 4.34.02) and (vif) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense and on behalf of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the NotesIndenture, when either:when (i) either (A) all Notes of all Classes theretofore authenticated and delivered (other than (i1) Notes that have been mutilated, destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 2.05 and (ii2) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid paid to the Issuer Persons entitled thereto or discharged from such trust, as provided in Section 3.33.03)) have been delivered to the Indenture Trustee for cancellation; or or (ii) (AB) all Notes not theretofore delivered to the Indenture Trustee for cancellation (1) have become due and payable, (2) will become due and payable on the applicable Note Final Scheduled Payment Date within one year or (3) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer, and the Issuer Issuer, in the case of clauses (1), (2) or (3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States (which that will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes (including interest and any fees due and payable to the Owner Trustee or the Indenture Trustee) not theretofore delivered to the Indenture Trustee for cancellation, when due on due, to the applicable Class Note Final Distribution Scheduled Payment Date for each Class, or to the Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1(a)10.01), as the case may be; (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer including, but not limited to, fees and expenses due to the Indenture Trustee; and (iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel, each meeting the applicable requirements of Section 11.01 and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with (and, in the case of an Officer’s Certificate, stating that the Rating Agency Condition has been satisfied); provided that with respect to an Optional Purchase, the satisfaction of the Rating Agency Condition shall not be required.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3Sections 3.03, Section 3.43.04, Section 3.53.06, Section 3.83.09, Section 3.103.16, Section 3.12, Section 3.13, Section 3.16 3.18 and Section 3.173.19, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 6.07 and the obligations of the Indenture Trustee under Section 4.34.11) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when when: (A) either: (i1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 4.03 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee for cancellation; or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee for cancellation cancellation: a) have become due and payable; b) will become due and payable at the Final Payment Date within one year; or c) have been declared immediately due and payable pursuant to Section 5.02. and the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes and Certificates then Outstanding not theretofore delivered to the Indenture Trustee for cancellation when due on the Final Payment Date, as evidenced to the Indenture Trustee by an accountant's letter or an Officer's Certificate of the Issuer; (B) the Issuer has paid or caused to be paid all other sums payable hereunder and under the Insurance Agreement by the Issuer; and (C) the Issuer has delivered to the Indenture Trustee and the Enhancer an Officer's Certificate and an Opinion of Counsel, each meeting the applicable Class Final Distribution Date or Redemption Date (if Notes shall requirements of Section 10.01 and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been called for redemption pursuant complied with and, if the Opinion of Counsel relates to a deposit made in connection with Section 10.1(a))4.10(A)(2)b. above, as such opinion shall further be to the case may be; andeffect that such deposit will not have any material adverse tax consequences to the Issuer, any Noteholders or any Certificateholders.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchangeexchange of outstanding Notes, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereonthereon and all other amounts with respect thereto, (iv) Section 3.3Sections 3.03, Section 3.43.04, Section 3.53.05, Section 3.83.08, Section 3.10, Section 3.11, 3.12, Section 3.133.16, Section 3.16 3.14, 3.15 and Section 3.17, (v) the rights, obligations rights and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 and 6.07) as well as the obligations of the Indenture Trustee under Section 4.3) 4.03 and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when eitherwhen: (i1) either: (A) all Notes of all Classes theretofore authenticated and delivered (other than Notes (i1) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 2.05 and (ii2) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee for cancellation; or or (ii) (AB) all Notes not theretofore delivered to the Indenture Trustee for cancellation have become due and payable and the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trustTrustee, cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due on to the applicable Class related Final Distribution Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1(a)10.01), as the case may be; (2) the Issuer has paid or caused to be paid all other sums payable by the Issuer hereunder and under the other Basic Documents; and (3) the Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel, and (if required by the TIA or Section 11.01) an Independent Certificate, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent provided for in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3Sections 3.03, Section 3.43.04, Section 3.53.06, Section 3.83.09, Section 3.103.17, Section 3.12, Section 3.13, Section 3.16 3.19 and Section 3.173.20, (v) the rights, obligations (to the extent applicable to the provisions of the Indenture remaining in effect) and immunities of the Indenture Trustee and Securities Administrator hereunder (including the rights of the Indenture Trustee and Securities Administrator under Section 6.7 6.07 and the obligations of the Indenture Trustee under Section 4.3) and 4.11), (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the NotesNotes and shall release and deliver, when either:or cause the Custodian to deliver, the Collateral to or upon the order of the Issuer, when (iA) either (1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 4.03 hereof and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee for cancellation; or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee for cancellation cancellation a. have become due and payable, b. will become due and payable at the Final Scheduled Payment Date within one year, or c. have been called for early redemption and the Issuer Trust has been terminated pursuant to Section 8.07 hereof, and the Issuer, in the case of a. or b. above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes then outstanding not theretofore delivered to the Indenture Trustee for cancellation when due on the applicable Class Final Distribution Scheduled Payment Date or Redemption other final Payment Date (if Notes and has delivered to the Indenture Trustee a verification report from a nationally recognized accounting firm certifying that the amounts deposited with the Indenture Trustee are sufficient to pay and discharge the entire indebtedness of such Notes, or, in the case of c. above, the Issuer shall have been called for redemption pursuant complied with all requirements of Section 8.07 hereof, (B) the Issuer has paid or caused to Section 10.1(a)), as the case may bebe paid all other sums payable hereunder; and (C) the Issuer has delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel, each meeting the applicable requirements of Section 10.01 hereof, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with and, if the Opinion of Counsel relates to a deposit made in connection with Section 4.10(A)(2)b. above, such opinion shall further be to the effect that such deposit will constitute an "in-substance defeasance" within the meaning of Revenue Ruling 85-42, 1985-1 C.B. 36, and in accordance therewith, the Issuer will be the owner of the assets deposited in trust for federal income tax purposes.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3, Section 3.4, Section 3.5, Section 3.8, Section 3.10, Section 3.12, Section 3.13, Section 3.16 and Section 3.17, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.3) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when either: (i) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation; or (ii) (A) all Notes not theretofore delivered to the Indenture Trustee for cancellation have become due and payable and the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date needed), in an amount sufficient to pay and discharge the entire indebtedness on such Notes when due on the applicable Class Final Distribution Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1(a)), as the case may be; andand Table of Contents

Satisfaction and Discharge of Indenture. (a) This Subject to and in accordance with Section 8.01 of the Sale and Servicing Agreement, this Indenture shall cease to be of further effect with respect to the Notes, Notes (except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section Sections 3.3, Section 3.4, Section 3.5, Section 3.8, Section 3.10, Section 3.12, Section 3.13, Section 3.16 3.8 and Section 3.173.10 hereof, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 hereof and the obligations of the Indenture Trustee under Section 4.34.2 hereof) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them), and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when eitherall of the following have occurred: (iA) either (1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 2.4 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.33.3 above) have been delivered to the Indenture Trustee for cancellation; or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee for cancellation cancellation a. have become due and payable, b. will become due and payable within one year prior to the Final Payment Date, or. c. are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer, and the Issuer Issuer, in the case of a., b. or c. above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due on to the applicable Class Final Distribution Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1(a))10.1 hereof) and all amounts due and owing the Insurer and the Indenture Trustee have been paid, as the case may be; (B) the later of (a) twelve months after payment in full of all outstanding obligations under the Notes, (b) the payment in full of all unpaid fees and expenses of the Indenture Trustee hereunder and the other Transaction Documents, (c) the payment of all amounts due and owing to the Insurer for unpaid premiums and unreimbursed Insured Payments and all other amounts owing to the Insurer, together with interest thereon as provided under the Insurance and Reimbursement Agreement and (d) the date on which the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and (C) the Issuer has delivered to the Indenture Trustee and the Insurer an Officer's Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.1(a) hereof and, subject to Section 11.2 hereof, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Notes have been complied with.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3Sections 3.03, Section 3.43.04, Section 3.53.06, Section 3.83.09, Section 3.103.17, Section 3.12, Section 3.13, Section 3.16 3.19 and Section 3.173.20, (v) the rights, obligations and immunities of the Indenture Trustee and Securities Administrator hereunder (including the rights of the Indenture Trustee Securities Administrator under Section 6.7 6.08 and the obligations of the Indenture Trustee Securities Administrator under Section 4.3) 4.11), and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee Securities Administrator payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the IssuerIssuing Entity, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the NotesNotes and shall release and deliver, when eitheror cause the Custodian to deliver, the Collateral to or upon the order of the Issuing Entity, when (A) Any of the following occur: (i1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 4.03 hereof and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer Issuing Entity and thereafter repaid to the Issuer Issuing Entity or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee Securities Administrator for cancellation; or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee Securities Administrator for cancellation cancellation a. have become due and payable, b. will become due and payable at the Final Scheduled Payment Date within one year, or c. have been called for early redemption and the Issuer Trust has been terminated pursuant to Section 8.07 hereof, or (3) the Notes are being exchanged for the related Classes of REMIC Class A Notes and/or REMIC Privately Offered Certificates pursuant to Section 8.06 in connection with a REMIC Conversion as described in Article XI, and such Collateral or portion thereof to be conveyed by the Issuing Entity to the Underlying REMIC Trust; and the Issuing Entity, in the case of a., b. or c. above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, Securities Administrator cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes then outstanding not theretofore delivered to the Securities Administrator for cancellation when due on the applicable Class Final Distribution Scheduled Payment Date or Redemption other final Payment Date (if Notes and has delivered to the Securities Administrator and the Indenture Trustee a verification report from a nationally recognized accounting firm certifying that the amounts deposited with the Securities Administrator are sufficient to pay and discharge the entire indebtedness of such Notes, or, in the case of c. above, the Issuing Entity shall have been called for redemption pursuant complied with all requirements of Section 8.07 hereof, (B) the Issuing Entity has paid or caused to Section 10.1(a)), as the case may bebe paid all other sums payable hereunder; and (C) the Issuing Entity has delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel, each meeting the applicable requirements of Section 10.01 hereof, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with and, if the Opinion of Counsel relates to a deposit made in connection with Section 4.10(A)(2)b. above, such opinion shall further be to the effect that such deposit will constitute an “in-substance defeasance” within the meaning of Revenue Ruling 85-42, 1985-1 C.B. 36, and in accordance therewith, the Issuing Entity will be the owner of the assets deposited in trust for federal income tax purposes.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3Sections 3.01, Section 3.43.03, Section 3.53.04, Section 3.83.05, Section 3.07, 3.08, 3.10, Section 3.123.16, Section 3.133.18, Section 3.16 3.19, 3.21, 3.22, 4.05, 6.16, 6.17, 6.19 and Section 3.17, 11.16 (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 6.07 and the obligations of the Indenture Trustee under Section 4.34.07) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when eitherwhen (A) any of the following has occurred: (i1) all Notes of all Classes such Series theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 4.03 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee for cancellation; or; (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee for cancellation cancellation: (i) have become due and payable, or (ii) will become due and payable at the Legal Final Maturity Date within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer; or (3) if and only if the Trust Depositor is the sole Holder of the Class E Note and the Issuer Class A Notes, Class B Notes, Class C Notes and Class D Notes have been paid in full, and the Issuer, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date neededsuch amounts are payable), in trust in an Eligible Deposit Account (which shall be the Collection Account or Note Distribution Account) for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes Note not theretofore delivered to the Indenture Trustee for cancellation when due on to the applicable Class Final Distribution Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1(a))final scheduled Payment Date, as the case may be; (B) the Issuer has paid or performed or caused to be paid or performed all amounts and obligations which the Issuer may owe to or on behalf of the Indenture Trustee for the benefit of the Noteholders under this Indenture or the Notes; and (C) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel and (if required by the Transfer and Servicing Agreement, as so stated in the Opinion of Counsel) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Notes have been complied with and the Rating Agency Condition has been satisfied. This Indenture shall cease to be of further effect with respect to each Swap when such Swap has been terminated and the Swap Counterparty has received all amounts it is entitled to receive upon such termination.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3Sections 3.03, Section 3.43.04, Section 3.53.05, Section 3.83.08, Section 3.10, Section 3.11, 3.12, Section 3.13, Section 3.15, 3.16 and Section 3.17, (v) the rights, obligations and immunities of the Indenture Trustee Trustee, the Note Registrar and the Paying Agent hereunder (including the rights of the Indenture Trustee Trustee, the Note Registrar and the Paying Agent under Section 6.7 6.07 and the obligations of the Indenture Trustee under set forth in Section 4.34.02) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee for the benefit of the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when when (A) either: (i1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 2.06 and (ii) Notes for whose the payment of which money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee Note Registrar for cancellation; or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee Note Registrar for cancellation cancellation: a. have become due and payable, b. will become due and payable within one year of the Class D Final Scheduled Distribution Date, or c. are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer; and the Issuer Issuer, in the case of a, b, or c above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which that will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due on to the applicable Class Final Scheduled Distribution Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1(a)10.01), as the case may be; (B) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer including, but not limited to, fees and expenses due to the Indenture Trustee; and (C) the Issuer has delivered to the Indenture Trustee an Officer's Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections Section 3.3, Section 3.4, Section 3.5, Section 3.8, Section 3.10, Section 3.12, Section 3.13, Section 3.16 and Section 3.17, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section Section 6.7 and the obligations of the Indenture Trustee under Section Section 4.3) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when eitherwhen: (i) either all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section Section 2.6 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section Section 3.3) have been delivered to the Indenture Trustee for cancellation; or (ii) (A) all Notes not theretofore delivered to the Indenture Trustee for cancellation have become due and payable and the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent)Trustee, in trust, cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date needed), in an amount sufficient to pay and discharge the entire indebtedness on such Notes when due on the applicable Class Final Distribution Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section Section 10.1(a)), as the case may be; (iii) the Issuer has paid or caused to be paid all other sums payable by the Issuer hereunder and under the other Transaction Documents; (iv) the Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section Section 11.1(a) and, subject to Section Section 11.2, each stating that all conditions precedent provided for in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with; and (v) the Issuer has delivered to the Depositor and the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction and discharge of this Indenture pursuant to this Section Section 4.1 will not cause any Noteholder to be treated as having sold or exchanged any of its Notes for purposes of Section 1001 of the Code.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereonthereon and the rights of each Swap Counterparty to receive amounts due to it under the related Swap Agreement, (iv) Section Sections 3.3, Section 3.4, Section 3.5, Section 3.8, Section 3.10, Section 3.12, Section 3.12 and 3.13, Section 3.16 and Section 3.17, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including including, without limitation, the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.34.2) and (vi) the rights of Noteholders and each Swap Counterparty as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when eitherall amounts due and payable to each Swap Counterparty under the related Swap Agreement have been paid and: (ia) either (1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 2.5 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation; or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee for cancellation cancellation: (i) have become due and payable, (ii) will become due and payable at their respective Note Final Maturity Date, within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer, and the Issuer Issuer, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due on to the Note Final Maturity Date; (b) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and (c) the Issuer has delivered to the Indenture Trustee an Officers’ Certificate of the Issuer, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable Class Final Distribution Date or Redemption Date (if Notes shall requirements of Section 11.1(a) and, subject to Section 11.2, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been called for redemption pursuant to Section 10.1(a)), as the case may be; andcomplied with.

Satisfaction and Discharge of Indenture. (a) This Subject to Section 4.1(b), this Indenture shall will cease to be of further effect with respect to the Notes, except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3, Section 3.4, Section 3.5, Section 3.8, Section 3.10, Section 3.12, Section 3.13, Section 3.16 and Section 3.17, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.3) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of upon Issuer Order and at the expense of the Issuer, shall will execute proper instruments instruments, in form and substance reasonably satisfactory to the Indenture Trustee, acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when eitherif: (i) Either (A) all Notes of all Classes theretofore that have been authenticated and delivered (other than (i1) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 2.5 and (ii2) Notes for whose which payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter subsequently repaid to the Issuer or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation; or cancellation or (ii) (AB) all Notes not theretofore delivered to the Indenture Trustee for cancellation have become due and payable and the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), funds in trust, cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date needed), trust in an amount sufficient to pay and discharge the entire indebtedness outstanding principal amount of such Notes and interest accrued on such Notes when due on the applicable Class Final Distribution Date Redemption Date; (ii) the Issuer has paid or Redemption Date caused to be paid all other sums payable by it under the 2013-A Basic Documents; and (if Notes shall have been called for redemption iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel meeting the requirement of Section 11.1. (b) After the satisfaction and discharge of this Indenture pursuant to Section 10.1(a)4.1(a), this Indenture will continue as to (i) rights of registration of transfer and exchange, (ii) replacement of mutilated, destroyed, lost or stolen Notes, (iii) the case may be; andrights of Noteholders to receive payments of principal of and interest on the Notes, (iv) the obligations of the Indenture Trustee and the Note Paying Agent under Section 3.3, (v) the rights, obligations and immunities of the Indenture Trustee under this Indenture and (vi) the rights of the 2013-A Secured Parties as beneficiaries of this Indenture with respect to the property deposited with the Indenture Trustee payable to all or any of them for a period of two years following such satisfaction and discharge. (c) Upon the satisfaction and discharge of the Indenture pursuant to this Section 4.1, at the request of the Owner Trustee, the Indenture Trustee will deliver to the Owner Trustee a certificate of a Responsible Person stating that all Noteholders have been paid in full.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3Sections 3.03, Section 3.43.04, Section 3.53.06, Section 3.83.09, Section 3.103.17, Section 3.12, Section 3.13, Section 3.16 3.19 and Section 3.173.20, (v) the rights, obligations and immunities of the Indenture Trustee and Securities Administrator hereunder (including the rights of the Indenture Trustee Securities Administrator under Section 6.7 6.08 and the obligations of the Indenture Trustee Securities Administrator under Section 4.3) 4.11), and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee Securities Administrator payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the NotesNotes and shall release and deliver, when either:or cause the Custodian to deliver, the Collateral to or upon the order of the Issuer, when (iA) either (1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 4.03 hereof and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee Securities Administrator for cancellation; or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee Securities Administrator for cancellation cancellation a. have become due and payable, b. will become due and payable at the Final Scheduled Payment Date within one year, or c. have been called for early redemption and the Issuer Trust has been terminated pursuant to Section 8.06 hereof, and the Issuer, in the case of a. or b. above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, Securities Administrator cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes then outstanding not theretofore delivered to the Securities Administrator for cancellation when due on the applicable Class Final Distribution Scheduled Payment Date or Redemption other final Payment Date (if Notes and has delivered to the Securities Administrator and the Indenture Trustee a verification report from a nationally recognized accounting firm certifying that the amounts deposited with the Securities Administrator are sufficient to pay and discharge the entire indebtedness of such Notes, or, in the case of c. above, the Issuer shall have complied with all requirements of Section 8.06 hereof, (B) the Issuer has paid or caused to be paid all other sums payable hereunder; and (C) the Issuer has delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel, each meeting the applicable requirements of Section 10.01 hereof, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been called complied with and, if the Opinion of Counsel relates to a deposit made in connection with Section 4.10(A)(2)b. above, such opinion shall further be to the effect that such deposit will constitute an "in-substance defeasance" within the meaning of Revenue Ruling 85-42, 1985-1 C.B. 36, and in accordance therewith, the Issuer will be the owner of the assets deposited in trust for redemption pursuant to Section 10.1(a))federal income tax purposes. (b) Notwithstanding the foregoing, so long as the case may be; andInvestor owns 100% of the Securities, the Investor shall not be permitted to discharge the Indenture as set forth in this Section 4.10.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Bonds except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen NotesBonds, (iii) rights of Noteholders Bondholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3Sections 3.03, Section 3.43.04, Section 3.53.06, Section 3.83.09, Section 3.103.17, Section 3.12, Section 3.13, Section 3.16 3.19 and Section 3.173.20, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 6.07 and the obligations of the Indenture Trustee under Section 4.34.11) and (vi) the rights of Noteholders Bondholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the NotesBonds and shall release and deliver the Collateral to or upon the order of the Issuer, when either:when (iA) either (1) all Notes of all Classes Bonds theretofore authenticated and delivered (other than (i) Notes Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 4.03 hereof and (ii) Notes Bonds for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee for cancellation; or (ii) (A2) all Notes Bonds not theretofore delivered to the Indenture Trustee for cancellation cancellation a. have become due and payable, b. will become due and payable at the Final Scheduled Payment Date within one year, or c. have been called for early redemption and the Issuer Trust has been terminated pursuant to Section 8.07 hereof, and the Issuer, in the case of a. or b. above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes Bonds then outstanding not theretofore delivered to the Indenture Trustee for cancellation when due on the applicable Class Final Distribution Scheduled Payment Date or Redemption other final Payment Date (if Notes and has delivered to the Indenture Trustee a verification report from a nationally recognized accounting firm certifying that the amounts deposited with the Indenture Trustee are sufficient to pay and discharge the entire indebtedness of such Bonds, or, in the case of c. above, the Issuer shall have been called for redemption pursuant complied with all requirements of Section 8.07 hereof, (B) the Issuer has paid or caused to Section 10.1(a)), as the case may bebe paid all other sums payable hereunder; and (C) the Issuer has delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel, each meeting the applicable requirements of Section 10.01 hereof, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with and, if the Opinion of Counsel relates to a deposit made in connection with Section 4.10(A)(2)b. above, such opinion shall further be to the effect that such deposit will constitute an "in-substance defeasance" within the meaning of Revenue Ruling 85-42, 1985-1 C.B. 36, and in accordance therewith, the Issuer will be the owner of the assets deposited in trust for federal income tax purposes.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3Sections 3.03, Section 3.43.04, Section 3.53.06, Section 3.83.09, Section 3.103.16, Section 3.12, Section 3.13, Section 3.16 3.18 and Section 3.173.19, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 6.07 and the obligations of the Indenture Trustee under Section 4.34.11) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when either:when (iA) either (1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 4.03 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee for cancellation; or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee for cancellation cancellation a) have become due and payable, b) will become due and payable at the Final Payment Date within one year, or c) have been declared immediately due and payable pursuant to Section 5.02. and the Issuer Issuer, in the case of a. or b. above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes and Certificates then outstanding not theretofore delivered to the Indenture Trustee for cancellation when due on the Final Payment Date; (B) the Issuer has paid or caused to be paid all other sums payable hereunder and under the Insurance Agreement by the Issuer; and (C) the Issuer has delivered to the Indenture Trustee and the Enhancer an Officer's Certificate and an Opinion of Counsel, each meeting the applicable Class Final Distribution Date or Redemption Date (if Notes shall requirements of Section 10.01 and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been called for redemption pursuant complied with and, if the Opinion of Counsel relates to a deposit made in connection with Section 10.1(a))4.10(A)(2)b. above, as such opinion shall further be to the case may be; andeffect that such deposit will not have any material adverse tax consequences to the Issuer, any Noteholders or any Certificateholders.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3Sections 3.03, Section 3.43.04, Section 3.53.06, Section 3.83.09, Section 3.103.16, Section 3.12, Section 3.13, Section 3.16 3.18 and Section 3.173.19, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 6.07 and the obligations of the Indenture Trustee under Section 4.34.11) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when either:when (iA) either (1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 4.03 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee for cancellation; or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee for cancellation cancellation a) have become due and payable, b) will become due and payable at the Final Payment Date within one year, or c) have been declared immediately due and payable pursuant to Section 5.02. and the Issuer Issuer, in the case of a. or b. above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes and Certificates then outstanding not theretofore delivered to the Indenture Trustee for cancellation when due on the Final Payment Date; (3) the Issuer has paid or caused to be paid all other sums payable hereunder and under the Insurance Agreement by the Issuer; and (4) the Issuer has delivered to the Indenture Trustee and the Credit Enhancer an Officer's Certificate and an Opinion of Counsel, each meeting the applicable Class Final Distribution Date or Redemption Date (if Notes shall requirements of Section 10.01 and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been called for redemption pursuant complied with and, if the Opinion of Counsel relates to a deposit made in connection with Section 10.1(a))4.10(A)(2)b. above, as such opinion shall further be to the case may be; andeffect that such deposit will not have any material adverse tax consequences to the Issuer, any Noteholders or any Certificateholders.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3Sections 3.01, Section 3.43.03, Section 3.53.04, Section 3.83.05, Section 3.06, 3.07, 3.09, 3.10, Section 3.11, 3.12, Section 3.13, Section 3.16 3.14 and Section 3.173.15, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 Article Six and the obligations of the Indenture Trustee under Section 4.34.02) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the . The Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments provided to it acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when when: (a) either: (i) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 2.05 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee for cancellation; or (ii) (A) all Notes not theretofore delivered to the Indenture Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at the applicable Maturity Date within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense of the Issuer, and (B) the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust in an Eligible Deposit Account (which shall be the Collection Account) for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due on to the applicable Class Final Distribution final scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1(a10.01(a)), as the case may be; (b) the Issuer has paid or performed or caused to be paid or performed all amounts and obligations which the Issuer may owe to or on behalf of the Indenture Trustee for the benefit of the Noteholders under this Indenture or the Notes; and has paid or caused to be paid or has made provision for the payment when due of all amounts owing to the Indenture Trustee for the administration of the trust, including the disposition of amounts paid by the Issuer pursuant to this Section 4.01; or (c) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with and the Rating Agency Condition has been satisfied.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, except as to to: (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3, Section 3.4, Section 3.5, Section 3.8, Section 3.10, Section 3.12, Section 3.13, Section 3.16 and Section 3.173.2, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 6.7) and the obligations of the Indenture Trustee under Section 4.3Sections 4.2 and 6.4) and (vi) the rights of Noteholders as beneficiaries beneficiary hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when either: (i) all Notes of all Classes theretofore authenticated and delivered to Noteholders (other than (ix) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 2.5 and (iiy) Notes for whose payment money has in respect of which funds have theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.36.16(i)) have been delivered to the Indenture Trustee for cancellation; or (ii) (A) all Notes not theretofore provided that the Issuer has delivered to the Indenture Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for cancellation relating to the satisfaction and discharge of this Indenture have become due been complied with. (b) Notwithstanding the satisfaction and payable and discharge of this Indenture, the obligations of the Issuer has irrevocably deposited or caused to be irrevocably the Indenture Trustee under Section 6.7, and if funds shall have been deposited with the Indenture Trustee (orpursuant to Section 4.1(a)(A)(y), if the obligations of the Indenture Trustee is not the under Sections 4.2 and 6.17 (in its capacity as Paying Agent, the Paying Agent), in trust, cash or direct obligations ) shall survive. (c) The Indenture Trustee shall provide prompt written notice to each Rating Agency of or obligations guaranteed by the United States (which will mature prior to the date needed), in an amount sufficient to pay any satisfaction and discharge the entire indebtedness on such Notes when due on the applicable Class Final Distribution Date or Redemption Date (if Notes shall have been called for redemption of this Indenture pursuant to Section 10.1(a)), as the case may be; andthis Article IV.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section Sections 3.3, Section 3.4, Section 3.5, Section 3.8, Section 3.10, Section 3.11 and 3.12, Section 3.13, Section 3.16 and Section 3.17, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.3) ), and (vi) the rights of Noteholders and the Swap Counterparty as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when either: (iA) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation; or (iiB) each of the following: (A1) all Notes not theretofore delivered to the Indenture Trustee for cancellation have become due and payable and the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due on to the applicable Class Final Distribution Stated Maturity Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1(a)10.1), as the case may be; (2) the Issuer has paid or caused to be paid all other sums payable by the Issuer hereunder and under the other Basic Documents; (3) the Issuer has delivered to the Indenture Trustee an Officer's Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.1(a) and, subject to Section 11.2, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with; (4) the Issuer has delivered to the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction and discharge of the Notes pursuant to this Section 4.1 will not cause any Noteholder to be treated as having sold or exchanged any of its Notes for purposes of Section 1001 of the Code; and (5) the Issuer has delivered to the Indenture Trustee an Officer's Certificate stating that the satisfaction and discharge of this Indenture (i) is not inconsistent with the derecognition by MMCA of the Receivables under GAAP and (ii) will not cause the Issuer to become part of MMCA's consolidated group under GAAP. (b) Notwithstanding anything to the contrary herein or in any other Basic Document, the Issuer shall not cause or permit the Notes to be prepaid except as set forth in Section 10.1.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3, Section 3.4, Section 3.5, Section 3.8, Section 3.10, Section 3.12, Section 3.13, Section 3.16 and Section 3.17, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.3) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when either: (i) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation; or (ii) (A) all Notes not theretofore delivered to the Indenture Trustee for cancellation have become due and payable and the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date needed), in an amount sufficient to pay and discharge the entire indebtedness on such Notes when due on the applicable Class Final Distribution Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1(a)), as the case may be; andand (B) the Issuer has paid or caused to be paid all other sums payable by the Issuer hereunder and under the other Transaction Documents.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders holders of the Notes to receive payments of principal thereof and interest (including any Noteholders' Interest Index Carryover) thereon, (iv) Section 3.3Sections 3.03, Section 3.43.04, Section 3.53.05, Section 3.83.08, Section 3.10, Section 3.12, Section 3.12 and 3.13, Section 3.16 and Section 3.17, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 6.07 and the obligations of the Indenture Trustee under Section 4.34.02) and (vi) the rights of Noteholders holders of the Notes as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when eitherwhen: (iA) either (1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 2.05 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee for cancellation; or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee for cancellation cancellation (i) have become due and payable, (ii) will become due and payable at the Class A-1 Final Maturity or the Class A-2 Final Maturity Date, as the case may be, within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer, and the Issuer Issuer, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due on to the applicable Class A-1 Final Distribution Maturity Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1(a))the Class A-2 Final Maturity Date, as the case may be; (B) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and (C) the Issuer has delivered to the Indenture Trustee an Officers' Certificate of the Issuer, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. (a) This Subject to Section 4.1(b), this Indenture shall will cease to be of further effect with respect to the Notes, except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3, Section 3.4, Section 3.5, Section 3.8, Section 3.10, Section 3.12, Section 3.13, Section 3.16 and Section 3.17, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.3) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of upon Issuer Order and at the expense of the Issuer, shall will execute proper instruments instruments, in form and substance reasonably satisfactory to the Indenture Trustee, acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when eitherif: (i) Either (A) all Notes of all Classes theretofore that have been authenticated and delivered (other than (i1) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 2.5 and (ii2) Notes for whose which payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter subsequently repaid to the Issuer or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation; or cancellation or (ii) (AB) all Notes not theretofore delivered to the Indenture Trustee for cancellation have become due and payable and the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), funds in trust, cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date needed), trust in an amount sufficient to pay and discharge the entire indebtedness outstanding principal amount of such Notes and interest accrued on such Notes when due on the applicable Class Final Distribution Date Redemption Date; (ii) the Issuer has paid or Redemption Date caused to be paid all other sums payable by it under the 2014-A Basic Documents; and (if Notes shall have been called for redemption iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel meeting the requirements of Section 11.1. (b) After the satisfaction and discharge of this Indenture pursuant to Section 10.1(a)4.1(a), this Indenture will continue as to (i) rights of registration of transfer and exchange, (ii) replacement of mutilated, destroyed, lost or stolen Notes, (iii) the case may be; andrights of Noteholders to receive payments of principal of and interest on the Notes, (iv) the obligations of the Indenture Trustee and the Note Paying Agent under Section 3.3, (v) the rights, obligations and immunities of the Indenture Trustee under this Indenture and (vi) the rights of the 2014-A Secured Parties as beneficiaries of this Indenture with respect to the property deposited with the Indenture Trustee payable to all or any of them for a period of two years following such satisfaction and discharge. (c) Upon the satisfaction and discharge of the Indenture pursuant to this Section 4.1, at the request of the Owner Trustee, the Indenture Trustee will deliver to the Owner Trustee a certificate of a Responsible Person stating that all Noteholders have been paid in full.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Bonds except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen NotesBonds, (iii) rights of Noteholders Bondholders (and the Bond Insurer, as subrogee of the Bondholders) to receive payments of principal thereof and interest thereon, (iv) Section 3.3Sections 3.03, Section 3.43.04, Section 3.53.06, Section 3.83.09, Section 3.103.16, Section 3.12, Section 3.13, Section 3.16 3.18 and Section 3.173.19, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 6.07 and the obligations of the Indenture Trustee under Section 4.34.11) and (vi) the rights of Noteholders Bondholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the NotesBonds and shall release and deliver the Collateral to or upon the order of the Issuer, when either:when (iA) either (1) all Notes of all Classes Bonds theretofore authenticated and delivered (other than (i) Notes Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 4.03 hereof and (ii) Notes Bonds for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee for cancellation; or (ii) (A2) all Notes Bonds not theretofore delivered to the Indenture Trustee for cancellation have become due and payable and the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date needed), in an amount sufficient to pay and discharge the entire indebtedness on such Notes when due on the applicable Class Final Distribution Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1(a)), as the case may be; andcancellation

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3Sections 3.03, Section 3.43.04, Section 3.53.06, Section 3.83.09, Section 3.103.16, Section 3.12, Section 3.13, Section 3.16 3.18 and Section 3.173.19, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 6.07 and the obligations of the Indenture Trustee under Section 4.34.11) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when either:when (iA) all either (1) the Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 4.03 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee for cancellation; or (ii2) (A) all the Notes not theretofore delivered to the Indenture Trustee for cancellation cancellation a. have become due and payable, b. will become due and payable at the Final Insured Payment Date within one year, or c. have been declared immediately due and payable pursuant to Section 5.02. and the Issuer Issuer, in the case of a. or b. above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes then outstanding not theretofore delivered to the Indenture Trustee for cancellation when due on the Final Insured Payment Date; (B) the Issuer has paid or caused to be paid all other sums payable hereunder and under the Insurance Agreement by the Issuer; and (C) the Issuer has delivered to the Indenture Trustee and the Credit Enhancer an Officer's Certificate and an Opinion of Counsel, each meeting the applicable Class Final Distribution Date or Redemption Date (if Notes shall requirements of Section 10.01 and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been called for redemption pursuant complied with and, if the Opinion of Counsel relates to a deposit made in connection with Section 10.1(a))4.10(A)(2)b. above, as such opinion shall further be to the case may be; andeffect that such deposit will not have any material adverse tax consequences to the Issuer, any Noteholders or any Certificateholders.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3Sections 3.03, Section 3.43.04, Section 3.53.06, Section 3.83.09, Section 3.103.16, Section 3.12, Section 3.13, Section 3.16 3.18 and Section 3.173.19, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 6.07 and the obligations of the Indenture Trustee under Section 4.34.11) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when when: (A) either: (i1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 4.03 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee for cancellation; or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee for cancellation cancellation: a) have become due and payable; b) will become due and payable at the Final Payment Date within one year; or c) have been declared immediately due and payable pursuant to Section 5.02. and the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes and Certificates then outstanding not theretofore delivered to the Indenture Trustee for cancellation when due on the Final Payment Date, as evidenced to the Indenture Trustee by an accountant's letter or an Officer's Certificate of the Issuer; (B) the Issuer has paid or caused to be paid all other sums payable hereunder and under the Insurance Agreement by the Issuer; and (C) the Issuer has delivered to the Indenture Trustee and the Enhancer an Officer's Certificate and an Opinion of Counsel, each meeting the applicable Class Final Distribution Date or Redemption Date (if Notes shall requirements of Section 10.01 and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been called for redemption pursuant complied with and, if the Opinion of Counsel relates to a deposit made in connection with Section 10.1(a))4.10(A)(2)b. above, as such opinion shall further be to the case may be; andeffect that such deposit will not have any material adverse tax consequences to the Issuer, any Noteholders or any Certificateholders.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders (and the Note Insurer, as subrogee of the Noteholders) to receive payments of principal thereof and interest thereon, (iv) Section 3.3Sections 3.03, Section 3.43.04, Section 3.53.06, Section 3.83.09, Section 3.103.16, Section 3.12, Section 3.13, Section 3.16 3.18 and Section 3.173.19, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 6.07 and the obligations of the Indenture Trustee under Section 4.34.11) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the NotesNotes and shall release and deliver the Collateral to or upon the order of the Issuer, when either:when (iA) either (1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 4.03 hereof and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee for cancellation; or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee for cancellation cancellation a. have become due and payable, b. will become due and payable at the Final Scheduled Payment Date within one year, or c. have been declared immediately due and payable pursuant to Section 5.02 hereof, and the Issuer Issuer, in the case of a. or b. above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes then outstanding not theretofore delivered to the Indenture Trustee for cancellation when due on the applicable Class Final Distribution Scheduled Payment Date or Redemption other final Payment Date and has delivered (if Notes pursuant to ss.10.01(b)) to the Indenture Trustee and the Note Insurer a verification report from a nationally recognized accounting firm certifying that the amounts deposited with the Indenture Trustee are sufficient to pay and discharge the entire indebtedness of such Notes, or, in the case of c. above, the Issuer shall have been called for redemption pursuant complied with all requirements of Section 8.07 hereof; (B) the Issuer has paid or caused to Section 10.1(a)), be paid all other sums payable hereunder and under the Insurance Agreement by the Issuer as evidenced by the case may benotice of the Note Insurer; and (C) the Issuer has delivered to the Indenture Trustee and the Note Insurer an Officer's Certificate and an Opinion of Counsel, each meeting the applicable requirements of Section 10.01 hereof, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with and, if the Opinion of Counsel relates to a deposit made in connection with Section 4.10(A)(2)b. above, such opinion shall further be to the effect that such deposit will constitute an "in-substance defeasance" within the meaning of Revenue Ruling 85-42, 1985-1 C.B. 36, and in accordance therewith, the Issuer will be the owner of the assets deposited in trust for federal income tax purposes.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3Sections 3.03, Section 3.43.04, Section 3.53.06, Section 3.83.09, Section 3.103.16, Section 3.12, Section 3.13, Section 3.16 3.18 and Section 3.173.19, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 6.07 and the obligations of the Indenture Trustee under Section 4.34.11) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when either:when (iA) either (1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 4.03 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee for cancellation; or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee for cancellation cancellation a) have become due and payable, b) will become due and payable at the Final Payment Date within one year, or c) have been declared immediately due and payable pursuant to Section 5.02. and the Issuer Issuer, in the case of a. or b. above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes and Certificates then outstanding not theretofore delivered to the Indenture Trustee for cancellation when due on the Final Payment Date, as evidenced to the Indenture Trustee by an accountant's letter or an Officer's Certificate of the Issuer; (3) the Issuer has paid or caused to be paid all other sums payable hereunder and under the Insurance Agreement by the Issuer; and (4) the Issuer has delivered to the Indenture Trustee and the Enhancer an Officer's Certificate and an Opinion of Counsel, each meeting the applicable Class Final Distribution Date or Redemption Date (if Notes shall requirements of Section 10.01 and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been called for redemption pursuant complied with and, if the Opinion of Counsel relates to a deposit made in connection with Section 10.1(a))4.10(A)(2)b. above, as such opinion shall further be to the case may be; andeffect that such deposit will not have any material adverse tax consequences to the Issuer, the Enhancer, any Noteholders or any Certificateholders.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3Sections 3.03, Section 3.419 (Nissan 2015-A Indenture) 3.04, Section 3.53.05, Section 3.83.08, Section 3.10, Section 3.12, Section 3.12 and 3.13, Section 3.16 and Section 3.17, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 6.07 and the obligations of the Indenture Trustee under Section 4.3) Sections 3.03 and 4.02), and (vi) the rights of the Noteholders and the Certificateholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when eitherwhen: (ia) either (1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 2.05 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee for cancellation; or cancellation or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee for cancellation have become due and payable or will become due and payable within one year (either because the Final Scheduled Distribution Date for the Class A-4 Notes is within one year or because the Indenture Trustee has received notice of the exercise of the option granted pursuant to Section 9.01 of the Sale and Servicing Agreement) and the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due on due; (b) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer (but without taking into account any payments to the Designated Account for distribution to the Certificateholder); and (c) the Issuer has delivered to the Indenture Trustee, an Officer’s Certificate, an Opinion of Counsel (if required by the TIA) and an Independent Certificate from a firm of certified public accountants (if required by the TIA, and if such discharge is not related to a redemption of the Notes in accordance with Article X), each meeting the applicable Class Final Distribution Date or Redemption Date (if Notes shall requirements of Section 11.01 and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been called for redemption pursuant to Section 10.1(a)), as the case may be; andcomplied with.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3Sections 3.03, Section 3.43.04, Section 3.53.06, Section 3.83.09, Section 3.103.17, Section 3.12, Section 3.13, Section 3.16 3.19 and Section 3.173.20, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 6.07 and the obligations of the Indenture Trustee under Section 4.3) 4.11), and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the NotesNotes and shall release and deliver the Collateral to or upon the order of the Issuer, when either:when (iA) either (1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 4.03 hereof and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee for cancellation; or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee for cancellation cancellation a. have become due and payable, b. will become due and payable at the Final Scheduled Payment Date within one year, or c. have been called for early redemption and the Issuer Trust has been terminated pursuant to Section 8.07 hereof, and the Issuer, in the case of a. or b. above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes then outstanding not theretofore delivered to the Indenture Trustee for cancellation when due on the applicable Class Final Distribution Scheduled Payment Date or Redemption other final Payment Date (if Notes and has delivered to the Indenture Trustee a verification report from a nationally recognized accounting firm certifying that the amounts deposited with the Indenture Trustee are sufficient to pay and discharge the entire indebtedness of such Notes, or, in the case of c. above, the Issuer shall have been called for redemption pursuant complied with all requirements of Section 8.07 hereof, (B) the Issuer has paid or caused to Section 10.1(a)), as the case may bebe paid all other sums payable hereunder; and (C) the Issuer has delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel, each meeting the applicable requirements of Section 10.01 hereof, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with and, if the Opinion of Counsel relates to a deposit made in connection with Section 4.10(A)(2)b. above, such opinion shall further be to the effect that such deposit will constitute an "in-substance defeasance" within the meaning of Revenue Ruling 85-42, 1985-1 C.B. 36, and in accordance therewith, the Issuer will be the owner of the assets deposited in trust for federal income tax purposes.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (ia) rights of registration of transfer and exchange, (iib) substitution of mutilated, destroyed, lost or stolen Notes, (iiic) rights of Noteholders to receive payments of principal thereof and interest thereon, (ivd) Section 3.3Sections 3.03, Section 3.43.04, Section 3.53.06, Section 3.83.09, Section 3.10, Section 3.12, Section 3.13, Section 3.16 and Section 3.17, 3.19 and 3.20, (ve) the rights, obligations (to the extent applicable to the provisions of the Indenture remaining in effect) and immunities of the Indenture Trustee and Securities Administrator hereunder (including the rights of the Indenture Trustee and Securities Administrator under Section 6.7 6.07 and the obligations of the Indenture Trustee Securities Administrator under Section 4.3) 4.11), and (vif) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the NotesNotes and shall release and deliver, when eitheror cause the Custodian to deliver, the Collateral to or upon the order of the Issuer, when: (i) either: (A) all Notes of all Classes theretofore authenticated and delivered (other than (i1) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 4.03 hereof and (ii2) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee Securities Administrator for cancellation; or (ii) (AB) all Notes not theretofore delivered to the Indenture Trustee Securities Administrator for cancellation cancellation (1) have become due and payable, (2) shall become due and payable at the Final Scheduled Payment Date within one year, or (3) have been called for early redemption and the Issuer Trust has been terminated pursuant to Section 8.07 hereof, and the Issuer, in the case of (B)(1) or (2) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trustSecurities Administrator, cash or direct obligations of or obligations guaranteed by the United States of America (which will shall mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes then outstanding not theretofore delivered to the Securities Administrator for cancellation when due on the applicable Class Final Distribution Scheduled Payment Date or Redemption other final Payment Date and has delivered to the Securities Administrator and the Indenture Trustee a verification report from a nationally recognized accounting firm certifying that the amounts deposited with the Securities Administrator are sufficient to pay and discharge the entire indebtedness of such Notes, or, in the case of (if Notes 2)c. above, the Issuer shall have been called for redemption pursuant complied with all requirements of Section 8.07 hereof, (ii) the Issuer has paid or caused to Section 10.1(a)), as the case may bebe paid all other sums payable hereunder; and (iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel, each meeting the applicable requirements of Section 10.01 hereof, stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with and, if the Opinion of Counsel relates to a deposit made in connection with Section 4.10(i)(B)(2) above, stating that such deposit shall constitute an “in-substance defeasance” within the meaning of Revenue Ruling 85-42, 1985-1 C.B. 36, and in accordance therewith, the Issuer shall be the owner of the assets deposited in trust for federal income tax purposes.

Satisfaction and Discharge of Indenture. (a) This Upon the occurrence of the events set forth in the immediately following sentence, this Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (ia) rights of registration of transfer and exchange, (iib) substitution of mutilated, destroyed, lost or stolen Notes, (iiic) rights of Noteholders to receive payments of principal thereof and interest thereon, (ivd) Section 3.3Sections 3.03, Section 3.43.04, Section 3.53.06, Section 3.83.09, Section 3.103.16, Section 3.12, Section 3.13, Section 3.16 3.18 and Section 3.173.19, (ve) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 6.07 and the obligations of the Indenture Trustee under Section 4.34.11) and (vif) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the . The Indenture Trustee, on upon the demand of and at the expense of the IssuerIssuing Entity, shall execute proper instruments acknowledging the satisfaction and discharge of this Indenture with respect to the Notes, when eitherwhen: (i) 367 days after either (A) all Notes of all Classes theretofore authenticated and delivered (other than (i1) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 4.03 and (ii2) Notes for whose the payment of which money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer Issuing Entity and thereafter repaid to the Issuer Issuing Entity or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee for cancellation; or (ii) (AB) all Notes not theretofore delivered to the Indenture Trustee for cancellation (I) have become due and payable; (II) will become due and payable at the last Legal Final Payment Date within one year; or (III) have been declared immediately due and payable pursuant to Section 5.02; and the Issuer Issuing Entity, in the case of (I) or (II) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States (which of America that will mature prior to the date needed)such amounts are payable, in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such the Notes then outstanding and not theretofore delivered to the Indenture Trustee for cancellation when due on the last Legal Final Payment Date; (ii) the Issuing Entity has delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel, each meeting the applicable Class Final Distribution Date or Redemption Date (if Notes shall requirements of Section 10.01 and stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been called for redemption pursuant complied with. If such Opinion of Counsel relates to Section 10.1(a))a deposit made in connection with clause (i)(A)(2) above, as such opinion shall further be to the case may be; andeffect that such deposit will not have any material adverse tax consequences to the Issuing Entity, the Noteholders or the Certificateholders.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3Sections 3.03, Section 3.43.04, Section 3.53.05, Section 3.83.08, Section 3.10, Section 3.11, 3.12, Section 3.13, Section 3.14, 3.15, 3.16 and Section 3.173.18, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 6.07 and the obligations of the Indenture Trustee under Section 4.34.02) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when when (A) either: (i1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been mutilated, destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 2.06 and (ii) Notes for whose the payment of which money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid paid to the Issuer Persons entitled thereto or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee for cancellation; or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee for cancellation cancellation: a. have become due and payable, b. will become due and payable at the Class A-4 Final Scheduled Payment Date within one year, or c. are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer; and the Issuer Issuer, in the case of a, b, or c above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which that will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes (including interest and any fees due and payable to the Owner Trustee or the Indenture Trustee) not theretofore delivered to the Indenture Trustee for cancellation when due on to the applicable Class Final Distribution Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1(a)10.01), as the case may be; (B) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer including, but not limited to, fees and expenses due to the Indenture Trustee; and (C) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with (and, in the case of an Officer’s Certificate, stating that the Rating Agency Condition has been satisfied).

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section Sections 3.3, Section 3.4, Section 3.5, Section 3.8, Section 3.10, Section 3.12, Section 3.12 and 3.13, Section 3.16 and Section 3.17, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.3) ), and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when eitherwhen: (iA) either (1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation; or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee for cancellation have become due and payable and the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient without reinvestment to pay and discharge the entire indebtedness on such Notes when due on the applicable Class Final Distribution Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1(a)), as the case may be; andthe

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3, Section 3.4, Section 3.5, Section 3.8, Section 3.10, Section 3.12, Section 3.13, Section 3.16 and Section 3.17, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.3) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when either: (i) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation; or (ii) (A) all A)all Notes not theretofore delivered to the Indenture Trustee for cancellation have become due and payable and the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date needed), in an amount sufficient to pay and discharge the entire indebtedness on such Notes when due on the applicable Class Final Distribution Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1(a)), as the case may be; and

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3Sections 3.03, Section 3.43.04, Section 3.53.06, Section 3.83.09, Section 3.103.17, Section 3.12, Section 3.13, Section 3.16 3.19 and Section 3.173.20, (v) the rights, obligations and immunities of the Indenture Trustee and the Securities Administrator hereunder (including the rights of the Indenture Trustee and the Securities Administrator under Section 6.7 6.07 and the obligations of the Indenture Trustee and the Securities Administrator under Section 4.34.11) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the NotesNotes and shall release and deliver the Collateral to or upon the order of the Issuer, when either:when (iA) either (1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 4.03 hereof and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee Securities Administrator for cancellation; or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee Securities Administrator for cancellation (a) have become due and payable, (b) will become due and payable at the Final Stated Maturity Date within one year, or (c) have been called for early redemption pursuant to Section 8.07 hereof, and the Issuer Issuer, in the case of (a) or (b) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, Securities Administrator cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes then outstanding not theretofore delivered to the Securities Administrator for cancellation when due on the applicable Class Final Distribution Stated Maturity Date or Redemption Date other final Payment Date, or, in the case of (if Notes c) above, the Issuer shall have been called for redemption pursuant complied with all requirements of Section 8.07 hereof, (B) the Issuer has paid or caused to Section 10.1(a)), as the case may bebe paid all other sums payable hereunder; and (C) the Issuer has delivered to the Indenture Trustee and the Securities Administrator an Officer's Certificate and an Opinion of Counsel, each meeting the applicable requirements of Section 10.01 hereof, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with and, if the Opinion of Counsel relates to a deposit made in connection with Section 4.10(A)(2)(b) above, such opinion shall further be to the effect that such deposit will constitute an "in-substance defeasance" within the meaning of Revenue Ruling 85-42, 1985-1 C.B. 36, and in accordance therewith, the Issuer will be the owner of the assets deposited in trust for federal income tax purposes.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3Sections 3.03, Section 3.43.04, Section 3.53.05, Section 3.83.08, Section 3.10, Section 3.11, 3.12, Section 3.13, Section 3.15, 3.16 and Section 3.173.18, (v) the rights, obligations and immunities of the Indenture Trustee Trustee, the Note Registrar, the Paying Agent and the Bond Administrator hereunder (including the rights of the Indenture Trustee Trustee, the Note Registrar the Paying Agent and the Bond Administrator under Section 6.7 6.07 and the obligations of the Indenture Trustee under set forth in Section 4.34.02) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee or the Bond Administrator for the benefit of the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when when (A) either: (i1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 2.06 and (ii) Notes for whose the payment of which money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee Note Registrar for cancellation; or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee Note Registrar for cancellation cancellation a. have become due and payable, b. will become due and payable at the Class D Final Scheduled Distribution Date within one year or c. are to be called for redemption within one year under arrangements satisfactory to the Bond Administrator for the giving of notice of redemption by the Indenture Trustee or the Bond Administrator in the name, and at the expense, of the Issuer; and the Issuer Issuer, in the case of a, b, or c above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if or the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, Bond Administrator cash or direct obligations of or obligations guaranteed by the United States of America (which that will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due on to the applicable Class Final Scheduled Distribution Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1(a)10.01), as the case may be; (B) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer including, but not limited to, fees and expenses due to the Indenture Trustee and the Bond Administrator; and (C) the Issuer has delivered to the Indenture Trustee and the Bond Administrator an Officer's Certificate, an Opinion of Counsel and (if required by the TIA, the Indenture Trustee or the Bond Administrator) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. (a) This Subject to and in accordance with Section 8.01 of the Sale and Servicing Agreement, this Indenture shall cease to be of further effect with respect to the Notes, Notes (except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section Sections 3.3, Section 3.4, Section 3.5, Section 3.8, Section 3.10, Section 3.12, Section 3.13, Section 3.16 3.8 and Section 3.173.10 hereof, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 hereof and the obligations of the Indenture Trustee under Section 4.34.2 hereof) and (vi) the rights of Noteholders and the Insurer as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them), and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when eitherall of the following have occurred: (iA) either (1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 2.4 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.33.3 above) have been delivered to the Indenture Trustee for cancellation; or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee for cancellation cancellation a. have become due and payable, b. will become due and payable within one year prior to the Final Scheduled Payment Date, or c. are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer, and the Issuer Issuer, in the case of a., b. or c. above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due on to the applicable Class Final Distribution Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1(a))10.1 hereof) and all amounts due and owing the Insurer and the Indenture Trustee have been paid, as the case may be; and; (B) the latest of (a) twelve months after payment in full of all outstanding obligations under the Notes, (b) the payment in full of all unpaid fees and expenses of the Indenture Trustee hereunder and the other Transaction Documents, (c) the payment of all amounts due and owing to the Insurer for unpaid premiums and unreimbursed Insured Amounts and all other amounts owing to the Insurer, together with interest thereon as provided under the Insurance and Indemnity Agreement, (d) the date on which the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer, and (e) the date on which the final resolution of any litigation against the Issuer regarding a preference claim under the United States Bankruptcy Code (11 U.S.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3Sections 3.03, Section 3.43.04, Section 3.53.06, Section 3.8, Section 3.10, Section 3.123.19, Section 3.133.21, Section 3.16 3.22, 4.05, 6.07, 11.15 and Section 3.17the second sentence of 11.16, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 6.07 and the obligations of the Indenture Trustee under Section 4.34.07) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when eitherwhen: (iA) either (1) all Notes of all Classes such Series theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 4.03 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee for cancellation; or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee for cancellation cancellation (i) have become due and payable payable, or (ii) are to be called for repurchase within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of repurchase by the Indenture Trustee in the name, and at the expense, of the Issuer, and the Issuer Issuer, in the case of (2)(i) or (ii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due on to the applicable Class Legal Final Distribution Maturity Date therefor or Redemption Repurchase Date (if Notes shall have been called for redemption repurchase pursuant to Section 10.1(a)10.01), as the case may be; and (B) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate meeting the applicable requirements of Section 11.01 and, subject to Section 11.01, stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Notes have been complied with. This Indenture shall cease to be of further effect with respect to each Hedge Agreement when such Hedge Agreement has been terminated and the Hedge Counterparty has received all amounts it is entitled to receive upon such termination.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section Sections 3.3, Section 3.4, Section 3.5, Section 3.8, Section 3.10, Section 3.12, Section 3.13, Section 3.16 and Section 3.17, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.3) ), and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when eitherwhen: (iA) the Policy has been terminated in accordance with its terms and returned to the Insurer for cancellation; (B) either (1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation; or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee for cancellation have become due and payable and the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent)Trustee, in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date needed), in an amount sufficient to pay and discharge the entire indebtedness on such Notes when due on the applicable Class Final Distribution Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1(a)), as the case may be; (C) the Issuer has paid or caused to be paid all other sums payable by the Issuer hereunder and under the other Transaction Documents; (D) the Issuer has delivered to the Depositor, the Indenture Trustee and the Insurer an Officer's Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.1(a) and, subject to Section 11.2, each stating that all conditions precedent provided for in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with; and (E) the Issuer has delivered to the Depositor, the Indenture Trustee and the Insurer an Opinion of Counsel to the effect that the satisfaction and discharge of this Indenture pursuant to this Section 4.1 will not cause any Noteholder to be treated as having sold or exchanged any of its Notes for purposes of Section 1001 of the Code.

Satisfaction and Discharge of Indenture. (a) This Subject to and in accordance with Section 8.01 of the Sale and Servicing Agreement, this Indenture shall cease to be of further effect with respect to the Notes, Notes (except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section Sections 3.3, Section 3.4, Section 3.5, Section 3.8, Section 3.10, Section 3.12, Section 3.13, Section 3.16 3.8 and Section 3.173.10 hereof, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 hereof and the obligations of the Indenture Trustee under Section 4.34.2 hereof) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them), and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when eitherall of the following have occurred: (iA) either (1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 2.4 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.33.3 above) have been delivered to the Indenture Trustee for cancellation; or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee for cancellation cancellation a. have become due and payable, b. will become due and payable within one year prior to the Final Payment Date, or c. are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer, and the Issuer Issuer, in the case of a., b. or c. above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due on to the applicable Class Final Distribution Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1(a))10.1 hereof) and all amounts due and owing the Insurer and the Indenture Trustee have been paid, as the case may be; (B) the later of (a) twelve months after payment in full of all outstanding obligations under the Notes, (b) the payment in full of all unpaid fees and expenses of the Indenture Trustee hereunder and the other Transaction Documents, (c) the payment of all amounts due and owing to the Insurer for unpaid premiums and unreimbursed Insured Payments and all other amounts owing to the Insurer, together with interest thereon as provided under the Insurance and Reimbursement Agreement and (d) the date on which the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and (C) the Issuer has delivered to the Indenture Trustee and the Insurer an Officer's Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.1(a) hereof and, subject to Section 11.2 hereof, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Notes have been complied with.

Satisfaction and Discharge of Indenture. (A) If at any time (a) This the Issuer shall have paid or caused to be paid the Principal Amount at Maturity due and payable in respect of all the Notes theretofore authenticated (other than Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6), in accordance with the terms of this Indenture and such Notes or (b) as to Notes not so paid, the Issuer shall have delivered to the Trustee for cancellation all the Notes theretofore authenticated (other than any Notes which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.6) or (c) as to Notes not so paid or delivered for cancellation, (i) all the Notes shall have become due and payable, and (ii) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 10.4) to pay the Principal Amount at Maturity on all the Notes; and if, in the case of (a), (b) or (c), the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer, then this Indenture shall, subject to Section 10.6, cease to be of further effect with respect to the Notes, (except as to (i) rights of registration of transfer and exchangeexchange of the Notes and the Issuer's right of optional redemption, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Notes, (iii) the rights of Noteholders Holders of the Notes to receive payments of principal thereof and interest thereonthereon upon the original stated due dates therefor (but not upon acceleration), (iv) Section 3.3the rights, Section 3.4obligations, Section 3.5, Section 3.8, Section 3.10, Section 3.12, Section 3.13, Section 3.16 duties and Section 3.17immunities of the Trustee hereunder, (v) the rights, obligations and immunities rights of Holders of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.3) and (vi) the rights of Noteholders Notes as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee and payable to all or any of them, (vi) the obligations of the Issuer under Sections 3.2, 3.3, 3.4, 4.1 and 9.3 and clauses (a) and (b) of Section 9.1 and (vii) this Article 10 pertinent to such continuing obligations); and the Indenture Trustee, on demand of the Issuer accompanied by an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction and discharge of this Indenture; provided that the rights of Holders of the Notes to receive amounts in respect of the Principal Amount at Maturity or redemption, as the case may be, on the Notes held by them shall not be delayed longer than required by then applicable mandatory rules or policies of any national securities exchange upon which the Notes are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Notes. (B) In addition to discharge of this Indenture pursuant to the next preceding paragraph (A), the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Notes on the 123rd day after the date of the deposit referred to in subparagraph (a) below, and the provisions of this Indenture with respect to the NotesNotes shall, when either: subject to Section 10.6, no longer be in effect (except as to (i) all rights of registration of transfer and exchange of the Notes and the Issuer's right of all Classes theretofore authenticated and delivered optional redemption, (other than (iii) Notes that have been substitution of mutilated, defaced, destroyed, lost or stolen Notes, (iii) the rights of Holders of the Notes to receive payments thereon upon the original stated due dates therefor (but not upon acceleration), solely from the trust fund referred to in subparagraph (a) below, (iv) the rights, obligations, duties and that have been replaced immunities of the Trustee hereunder, (v) the rights of Holders of the Notes as beneficiaries hereof with respect to the property so deposited with the Trustee and payable to all or paid as provided in Section 2.6 any of them, (vi) the respective obligations of the Issuer under Sections 3.2, 3.3, 3.4, 4.1 and 9.3 and clauses (a) and (iib) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated of Section 9.1 and held in trust by (vii) this Article 10 pertinent to such continuing obligations); and the Trustee, at the cost and expense of the Issuer, shall, at the Issuer's request, execute proper instruments acknowledging the same, if: (a) the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.3) shall have been delivered to the Indenture Trustee for cancellation; or (ii) (A) all Notes not theretofore delivered to the Indenture Trustee for cancellation have become due and payable and the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (oras a trust fund specifically pledged as security for, if the Indenture Trustee is not the Paying Agentand dedicated solely to, the Paying Agent)benefit of the Holders of the Notes (i) cash in an amount, or (ii) Government Obligations, maturing as to principal and interest at such times and in trustsuch amounts as will insure the availability of cash, cash or direct obligations (iii) a combination thereof, sufficient in the opinion of or obligations guaranteed by the United States (which will mature prior a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the date needed)Trustee, in an amount sufficient to pay the Principal Amount at Maturity on all the Notes on each date that such amount is due and discharge payable; (b) no Event of Default or event which, with notice or lapse of time or both, would become an Event of Default with respect to the entire indebtedness on such Notes when due on the applicable Class Final Distribution Date or Redemption Date (if Notes shall have occurred and be continuing on the date of such deposit or, insofar as clauses (e) and (f) of Section 5.1 are concerned, at any time during the period ending on the 123rd day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (c) such deposit, defeasance and discharge shall not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which either the Issuer or the Guarantor is a party or by which either is bound; (d) the Issuer shall have delivered to the Trustee an Opinion of Counsel (which counsel, for the purpose of clause (ii), shall be counsel selected by the Issuer with national recognition in matters of federal income tax law) to the effect that (i) such deposit shall not result in the Issuer, the Guarantor, the Trustee or such trust constituting an "investment company" under the Investment Company Act of 1940, as amended, and (ii) either (A) there has been called a change in the applicable Federal income tax law or (B) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that, and in any such case referred to in clause (A) or (B) such Opinion of Counsel shall confirm that based thereon, the Holders of the Notes then Outstanding will not recognize income, gain or loss for redemption pursuant Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; and (e) the Issuer shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the defeasance contemplated by this paragraph have been complied with. (C) The Issuer and the Guarantor shall be released from their respective obligations under Sections 3.5, 3.6, 3.7, 3.8 and 3.9 and Article Nine (other than clauses (a), (b) and (d) of Section 10.1(a9.1 with respect to the Notes on and after the date the conditions set forth below are satisfied (hereinafter, "covenant defeasance"). Covenant defeasance means that, with respect to the Outstanding Notes, the Issuer and the Guarantor may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in Sections 3.5, 3.6, 3.7, 3.8 and 3.9 and Article Nine (other than Section 9.1(a), (b) and (d)), as whether directly or indirectly by reason of any reference elsewhere herein to any such Section or Article, by reason of any reference in such Section or Article to any other provision herein or by reason of any reference to any such Section or Article in any other document, and such omission to comply shall not constitute an Event of Default under Section 5.1 with respect to the case may be; andOutstanding Notes, but the remainder of this Indenture shall be unaffected thereby. The following shall be the conditions to application of this paragraph (C):

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section Sections 3.3, Section 3.4, Section 3.5, Section 3.8, Section 3.10, Section 3.12, Section 3.12 and 3.13, Section 3.16 and Section 3.17, (v) the rights, obligations obligations, protections and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 and 6.7, (vi) the obligations of the Indenture Trustee under Section Sections 4.2 and 4.3) ), and (vivii) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when eitherwhen: (iA) either (1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation; or or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee for cancellation have become due and payable and the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due on to the applicable Class Final Distribution Scheduled Payment Date or Redemption Prepayment Date (if Notes shall have been called for redemption prepayment pursuant to Section 10.1(a)10.1), as the case may be; and (B) the Issuer has paid or caused to be paid all other sums payable hereunder and under any of the other Basic Documents by the Issuer; and the Issuer has delivered to the Indenture Trustee an Officer's Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.1(a) and, subject to Section 11.2, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Upon the satisfaction and discharge of the Indenture pursuant to this Section 4.1, at the request of the Owner Trustee, the Indenture Trustee shall deliver to the Owner Trustee a certificate of a Trustee Officer stating that all Noteholders have been paid in full and stating whether, to the best knowledge of such Trustee Officer, any claims remain against the Issuer in respect of the Indenture and the Notes.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section Sections 3.3, Section 3.4, Section 3.5, Section 3.8, Section 3.10, Section 3.12, Section 3.12 and 3.13, Section 3.16 and Section 3.17, (v) the rights, obligations rights and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 6.7) and the obligations of the Indenture Trustee under Section 4.3) , and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when when: (A) either: (i1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation; or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee for cancellation have become due and payable and the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient without reinvestment to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due on to the applicable Class Final Distribution Scheduled Payment Date or Redemption Prepayment Date (if Notes shall have been called for redemption prepayment pursuant to Section 10.1(a)10.1), as the case may be, and all fees and other amounts due and payable to the Indenture Trustee; (B) the Issuer has paid or caused to be paid all other sums payable hereunder and under any of the other Basic Documents by the Issuer; (C) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.1(a) and, subject to Section 11.2, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with; and (D) unless the Notes have been prepaid in accordance with Section 10.1, the Issuer has delivered to the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction and discharge of the Notes pursuant to this Section 4.1 will not cause any Noteholder to be treated as having sold or exchanged any of its Notes for purposes of Section 1001 of the Code. Upon the satisfaction and discharge of the Indenture pursuant to this Section 4.1, at the request of the Owner Trustee, the Indenture Trustee shall deliver to the Owner Trustee a certificate of a Trustee Officer stating that all Noteholders have been paid in full and stating whether, to the best knowledge of such Trustee Officer, any claims remain against the Issuer in respect of the Indenture and the Notes.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect discharge with respect to the Notes, Collateral securing the Notes except as to (ia) rights of registration of transfer and exchange, (iib) substitution of mutilated, destroyed, lost or stolen Notes, (iiic) rights of Noteholders to receive payments of principal thereof and interest thereonthereon [and the rights of each Swap Counterparty to receive amounts due to it under the related Swap Agreement], (ivd) Section 3.3Sections 3.03, Section 3.43.04, Section 3.53.05, Section 3.8, Section 3.08 and 3.10, Section 3.12, Section 3.13, Section 3.16 and Section 3.17, (ve) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 6.07 and the obligations of the Indenture Trustee under Section 4.34.02) and (vif) the rights of Noteholders [and each Swap Counterparty] as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense and on behalf of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the NotesIndenture, when either:[all amounts due and payable to each Swap Counterparty under the related Swap Agreement have been paid and] (i) either (A) all Notes of all Classes theretofore authenticated and delivered (other than (i1) Notes that have been mutilated, destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 2.05 and (ii2) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid paid to the Issuer Persons entitled thereto or discharged from such trust, as provided in Section 3.33.03)) have been delivered to the Indenture Trustee for cancellation; or or (ii) (AB) all Notes not theretofore delivered to the Indenture Trustee for cancellation (1) have become due and payable, (2) will become due and payable on the applicable Note Final Scheduled Payment Date within one year or (3) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer, and the Issuer Issuer, in the case of clauses (1), (2) or (3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States (which that will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes (including interest and any fees due and payable to the Owner Trustee or the Indenture Trustee) not theretofore delivered to the Indenture Trustee for cancellation, when due on due, to the applicable Class Note Final Distribution Scheduled Payment Date for each Class, or to the Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1(a)10.01), as the case may be; (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer including, but not limited to, fees and expenses due to the Indenture Trustee; and (iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel, each meeting the applicable requirements of Section 11.01 and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with (and, in the case of an Officer’s Certificate, stating that the Rating Agency Condition has been satisfied); provided that with respect to an Optional Purchase, the satisfaction of the Rating Agency Condition shall not be required.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders holders of the Notes to receive payments of principal thereof and interest thereon, (iv) Section 3.3Sections 3.03, Section 3.43.04, Section 3.53.05, Section 3.83.08, Section 3.10, Section 3.12, Section 3.12 and 3.13, Section 3.16 and Section 3.17, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 6.07 and the obligations of the Indenture Trustee under Section 4.34.02) (vi) payments of all outstanding obligations to Ambac hereunder, and (vivii) the rights of Noteholders holders of the Notes, as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when eitherwhen: (iA) a period of 367 days has expired after all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 2.05 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee for cancellation; or; (B) a period of 367 days has expired after the later of (i) the date on which no Notes are outstanding or (ii) the date on which the Issuer has paid or caused to be paid all other sums otherwise payable hereunder by the Issuer; and (AC) all Notes not theretofore the Issuer has delivered to the Indenture Trustee for cancellation have become due and payable and an Officers’ Certificate of the Issuer has irrevocably deposited or caused and an Opinion of Counsel, each meeting the applicable requirements of Section 11.01 and, subject to be irrevocably deposited with the Indenture Trustee (orSection 11.02, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States (which will mature prior each stating that all conditions precedent herein provided for relating to the date needed), in an amount sufficient to pay satisfaction and discharge the entire indebtedness on such Notes when due on the applicable Class Final Distribution Date or Redemption Date (if Notes shall of this Indenture have been called for redemption pursuant to Section 10.1(a)), as the case may be; andcomplied with.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the NotesBonds, except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen NotesBonds, (iii) rights of Noteholders Bondholders (and the Bond Insurer, as subrogee of the Bondholders) to receive payments of principal thereof and interest thereon, (iv) Section 3.3Sections 3.03, Section 3.43.04, Section 3.53.06, Section 3.83.09, Section 3.103.16, Section 3.12, Section 3.13, Section 3.16 3.18 and Section 3.173.19, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 6.07 and the obligations obli- gations of the Indenture Trustee under Section 4.34.11) and (vi) the rights of Noteholders Bondholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the NotesBonds and shall release and deliver the Collateral to or upon the order of the Issuer, when either:when (iA) either (1) all Notes of all Classes Bonds theretofore authenticated and delivered (other than (i) Notes Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 4.03 hereof and (ii) Notes Bonds for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.33.03) have been delivered to the Indenture Trustee for cancellation; or (ii) (A2) all Notes Bonds not theretofore delivered to the Indenture Inden- ture Trustee for cancellation cancellation a. have become due and payable, b. will become due and payable at the Final Scheduled Payment Date within one year, or c. have been called for early redemption pursuant to Section 8.07 hereof, and the Issuer Issuer, in the case of a. or b. above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are pay- able), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes Bonds then outstanding not theretofore delivered to the Indenture Trustee for cancellation when due on the applicable Class Final Distribution Scheduled Payment Date or Redemption other final Payment Date (if Notes and has delivered to the Indenture Trustee and the Bond Insurer a verification report from a nationally recognized accounting firm certifying that the amounts deposited with the Indenture Trustee are sufficient to pay and discharge the entire indebtedness of such Bonds, or, in the case of c. above, the Issuer shall have been called for redemption pursuant complied with all requirements of Section 8.07 hereof; (B) the Issuer has paid or caused to Section 10.1(a)), be paid all other sums payable hereunder and under the Insurance Agreement by the Issuer as evidenced by the case may bewritten consent of the Bond Insurer; and (C) the Issuer has delivered to the Indenture Trustee and the Bond Insurer an Officer's Certificate and an Opinion of Counsel, each meeting the applicable requirements of Section 10.01 hereof, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with and, if the Opinion of Counsel relates to a deposit made in connection with Section 4.10(A)(2)b. above, such opinion shall further be to the effect that such deposit will constitute an "in-substance defeasance" within the meaning of Revenue Ruling 85-42, 1985-1 C.B. 36, and in accordance therewith, the Issuer will be the owner of the assets deposited in trust for federal income tax purposes.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, Notes except as to to: (i) rights of registration of transfer and exchange, ; (ii) substitution of mutilated, destroyed, lost or stolen Notes, ; (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, ; (iv) Section Sections 3.3, Section 3.4, Section 3.5, Section 3.7, 3.8, Section 3.10, Section 3.12, Section 3.13, Section 3.16 and Section 3.14, 3.15, 3.16, 3.17, 3.19, 3.20 and 3.21; (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.3) 4.2); and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee Trustee, or the Trust Collateral Agent, payable to all or any of them, and the Indenture Trustee, on written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when either:when (i) either (1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 2.4 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation; or (ii) (A2) all Notes not theretofore delivered to the Indenture Trustee for cancellation cancellation (a) have become due and payable, (b) will become due and payable at their respective stated final maturity dates within one year, or (c) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer, and the Issuer Issuer, in the case of (i), (ii) or (iii) of this clause (2), has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, Trust Collateral Agent cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date neededsuch amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due on to the applicable Class Stated Final Distribution Date Maturity or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1(a)10.1), as the case may be; (ii) the Issuer has paid or caused to be paid all Issuer Secured Obligations and there are no outstanding claims for contingent obligations; and (iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel, each meeting the applicable requirements of Section 11.1(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Upon the satisfaction and discharge of the Indenture pursuant to this Section 4.1, the Indenture Trustee shall deliver to the Owner Trustee a certificate of a Responsible Officer stating that the Noteholders and the Indenture Trustee have been paid all amounts owed to them.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes, (except as to (i) surviving rights of or registration of transfer and exchange, (ii) substitution or exchange of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.3, Section 3.4, Section 3.5, Section 3.8, Section 3.10, Section 3.12, Section 3.13, Section 3.16 and Section 3.17, (v) the rightsSecurities herein expressly provided for, obligations and immunities of to pay Additional Amounts hereunder, the Indenture Trustee hereunder (including the rights of the Indenture Trustee Company’s obligations under Section 6.7 and the obligations of the Indenture Trustee under Section 4.3) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them6.07 hereof, and the Indenture Trustee’s and Paying Agent’s obligations under Section 4.06 hereof) and the Trustee, on written demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the NotesIndenture, when either:; (ia) all Notes of all Classes Securities theretofore authenticated and delivered (other than (i) Notes that Securities which have been destroyed, lost or stolen and that which have been replaced or paid as provided in Section 2.6 3.06 hereof and (ii) Notes Securities for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 3.310.03) have been delivered to the Indenture Trustee for cancellation; or (iib) (Ai) all Notes such Securities not theretofore delivered to the Indenture Trustee for cancellation have become due and payable and the Issuer Company or any of the Guarantors has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date needed), in trust an amount of money in U.S. Dollars sufficient to pay and discharge the entire indebtedness Indebtedness on such Notes when due on Securities not theretofore delivered to the applicable Class Final Distribution Date or Redemption Date (if Notes shall have been called Trustee for redemption pursuant cancellation, for the principal of and interest accrued to Section 10.1(a)), as the case may be; anddate of such deposit;

Satisfaction and Discharge of Indenture. (a) This Indenture shall be discharged and shall cease to be of further effect with respect to the Notes, except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Notes, (iii) rights of Noteholders Holders to receive payments of principal thereof and interest thereon, (iv) Section 3.3the rights, Section 3.4protections, Section 3.5, Section 3.8, Section 3.10, Section 3.12, Section 3.13, Section 3.16 indemnities and Section 3.17immunities of the Collateral Trustee and the specific obligations of the Collateral Trustee and the Loan Agent set forth below hereunder and under the Credit Agreement, (v) the rights, obligations and immunities of the Indenture Trustee Collateral Manager hereunder (including and under the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.3) and Collateral Management Agreement, (vi) the rights, protections, indemnities and immunities of the Collateral Administrator hereunder and under the Collateral Administration Agreement and (vii) the rights of Noteholders Holders as beneficiaries hereof with respect to the property so deposited with the Indenture Collateral Trustee and payable to all or any of them, them (and the Indenture Collateral Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when eitherIndenture) when: (i) either: (A) all Notes of all Classes theretofore authenticated and delivered (to Holders other than (i1) Notes that which have been mutilated, defaced, destroyed, lost or stolen and that which have been replaced or paid as provided in Section 2.6 2.7 and (ii2) Notes for whose payment money Money has theretofore irrevocably been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.3) 7.3 have been delivered to the Indenture Collateral Trustee for cancellationcancellation and the Class A Loans have been repaid in full; or (ii) (AB) all Notes not theretofore delivered to the Indenture Collateral Trustee for cancellation and the Class A Loans (1) have become due and payable, or (2) shall become due and payable at their Stated Maturity within one year, or (3) are to be called for redemption pursuant to Article IX under an arrangement satisfactory to the Collateral Trustee for the giving of notice of redemption by the Issuer pursuant to Section 9.4 and either (x) the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent)Collateral Trustee, in trusttrust for such purpose, cash Cash or non-callable direct obligations of or the United States; provided that the obligations guaranteed by are entitled to the full faith and credit of the United States (or are debt obligations which will mature prior to the date needed)are rated “AAA” by S&P, in an amount sufficient sufficient, as recalculated by a firm of Independent certified public accountants which are nationally recognized, to pay and discharge the entire indebtedness on such Notes when Secured Debt not theretofore delivered to the Collateral Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Secured Debt which have become due on and payable), or to the applicable Class Final Distribution Date respective Stated Maturity or the respective Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1(a))Date, as the case may be, and shall have Granted to the Collateral Trustee a valid perfected security interest in such Eligible Investment that is of first priority or free of any adverse claim, as applicable, and shall have furnished an Opinion of Counsel with respect thereto or (y) in the event all of the Assets are liquidated following the satisfaction of the conditions specified in Section 5.5(a), the Issuer shall have paid or caused to be paid all proceeds of such liquidation of the Assets in accordance with the Priority of Payments; (ii) the Issuer has paid or caused to be paid all other sums then due and payable hereunder (including any amounts then due and payable pursuant to the Collateral Administration Agreement, the Collateral Management Agreement and the Fiscal Agency Agreement without regard to the Administrative Expense Cap) by the Issuer and no other amounts are scheduled to be due and payable by the Issuers other than Dissolution Expenses (it being understood that the requirements of this clause (ii) may be satisfied as set forth in Section 5.7); and (iii) the Issuers have delivered to the Collateral Trustee Officer’s certificates and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with; or (i) the Collateral Trustee confirms to the Issuer that: (A) the Collateral Trustee is not holding any Assets (other than (x) the Collateral Management Agreement, the Collateral Administration Agreement, the Fiscal Agency Agreement, the Loan Sale Agreements and the Securities Account Control Agreement and (y) Cash in an amount not greater than the Dissolution Expenses); and (B) no assets (other than Excluded Property and Cash in an amount not greater than the Dissolution Expenses) are on deposit in or to the credit of any deposit account or securities account (including any Accounts) in the name of the Issuer or the Co-Issuer (or the Collateral Trustee for the benefit of the Issuer, the Co-Issuer or any Secured Party); (ii) each of the Issuers have delivered to the Collateral Trustee a certificate stating that (1) there are no Assets (other than (x) the Collateral Management Agreement, the Collateral Administration Agreement, the Fiscal Agency Agreement and the Securities Account Control Agreement and (y) Cash in an amount not greater than the Dissolution Expenses) that remain subject to the lien of this Indenture, and (2) all funds on deposit in the Accounts have been distributed in accordance with the terms of this Indenture or have otherwise been irrevocably deposited with the Collateral Trustee for such purpose; and (iii) the Issuers have delivered to the Collateral Trustee Officer’s certificates and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Upon the discharge of this Indenture, the Collateral Trustee shall provide such certifications to the Issuer or the Administrator as may be reasonably required by the Issuer or the Administrator in order for the liquidation of the Issuer to be completed. Notwithstanding the satisfaction and discharge of this Indenture, the rights and obligations of the Issuers, the Collateral Trustee, the Collateral Manager and, if applicable, the Holders, as the case may be, under Sections 2.8, 4.2, 5.4(d), 5.9, 5.18, 6.1, 6.3, 6.6, 6.7, 7.1, 7.3, 13.1, 14.10, 14.11, and 14.12 shall survive.