Common use of Satisfaction and Discharge of Indenture Clause in Contracts

Satisfaction and Discharge of Indenture. 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 3.03, 3.04, 3.05, 3.08, 3.11, 3.13, 3.14, 3.15, 3.16 and 3.17, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.02) 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: (i) either: (A) all Notes theretofore authenticated and delivered (other than Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (2) for whose payment money has theretofore been 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 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1) have become due and payable, (2) will become due and payable at the Class A‑4 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, in the case of clauses (1), (2) or (3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date such 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 to the related Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (ii) the Issuer has paid or caused to be paid all other sums payable by the Issuer hereunder and under any other Issuer Basic Document; and (iii) 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 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. 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) Sections 3.033.3, 3.043.4, 3.053.5, 3.083.8, 3.113.10, 3.12, 3.13, 3.14, 3.15, 3.16 and 3.17, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 6.7 and the obligations of the Indenture Trustee under Section 4.024.3) 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: (iA) either: (A1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.6 and (2ii) 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 3.033.3) have been delivered to the Indenture Trustee for cancellation; or or (B2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1) cancellation have become due and payable, (2) will become due and payable at the Class A‑4 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, in the case of clauses (1), (2) or (3) above, Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, in trust, cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date such amounts are payableneeded), 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 to on the related applicable Class Final Scheduled Payment Distribution Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.0110.1(a)), as the case may be; (iiB) the Issuer has paid or caused to be paid all other sums payable by the Issuer hereunder and under any the other Issuer Basic Document; andTransaction Documents; (iiiC) 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 Section 11.01the Indenture Trustee) an Independent CertificateCertificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a11.1(a) and, subject to Section 11.0211.2, 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 (D) 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 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. 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 3.03, 3.04, 3.05, 3.08, 3.11, 3.13, 3.14, 3.15, 3.16 and 3.17, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.02) 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: (i) either: (A) all Notes theretofore authenticated and delivered (other than Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (2) for whose payment money has theretofore been 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 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1) have become due and payable, (2) will become due and payable at the Class A‑4 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, in the case of clauses (1), (2) or (3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date such 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 to the related Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (ii) the Issuer has paid or caused to be paid all other sums payable by the Issuer hereunder and under any other Issuer Basic Document; and (iii) 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 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 withwith in all material respects.

Satisfaction and Discharge of Indenture. 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 3.01, 3.03, 3.04, 3.05, 3.07, 3.08, 3.113.10, 3.12, 3.13, 3.14, 3.15, 3.16 3.20 and 3.173.21, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.02) 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: (i) either: (A) either (1) all Notes theretofore therefore authenticated and delivered (other than (i) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.05 and (2ii) Notes for whose payment money has theretofore been 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 3.03) have been delivered to the Indenture Trustee for cancellation; or ; (B2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1i) have become due and payable, or (2ii) will become due and payable at the Class A‑4 Final Scheduled Payment Date their respective final Distribution Dates within one year or year, or (3iii) 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, in the case of clauses (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date such 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 Note not theretofore delivered to the Indenture Trustee for cancellation when due to the related Final Scheduled Payment Date or Redemption final scheduled Distribution Date (if Notes shall have been called for redemption pursuant to Section 10.0110.01(a)), as the case may be; (iiB) the Issuer has paid or performed or caused to be paid or performed all other sums payable by amounts and obligations which the Issuer hereunder and may owe to or on behalf of the Indenture Trustee for the benefit of the Noteholders under any other Issuer Basic Documentthis Indenture or the Notes; and (iiiC) the Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s Certificate, 's Certificate and an Opinion of Counsel and (if required by the TIA or Section 11.01the Indenture Trustee) an Independent CertificateCertificate 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 in this Indenture relating to the satisfaction and discharge of this Indenture have been complied withwith and the Rating Agency Condition has been satisfied.

Satisfaction and Discharge of Indenture. 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 3.03, 3.04, 3.053.06, 3.08, 3.113.09, 3.13, 3.14, 3.15, 3.16 and 3.17the last paragraph of Section 4.02, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.024.11) 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: (i) either: (A) all either (1) each Class of Notes theretofore authenticated and delivered (other than (i) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 4.03 and (2ii) Notes for whose payment money has theretofore been 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 3.03) have been delivered to the Indenture Trustee for cancellation; or or (B2) all each Class of Notes not theretofore delivered to the Indenture Trustee for cancellation: (1) a. have become due and payable, (2) , b. will become due and payable at the Class A‑4 Final Scheduled Payment Date within one year or (3) are year, or c. have been declared immediately due and payable pursuant 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, Section 5.02. and the Issuer, in the case of clauses (1), (2) a. or (3) b. above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such 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 to on the related Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may beDate; (iiB) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer hereunder and under any other Issuer Basic DocumentIssuer; and (iiiC) the Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s Certificate, 's Certificate and an Opinion of Counsel and (if required by the TIA or Section 11.01) an Independent CertificateCounsel, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.0210.01, each stating that all conditions precedent herein provided for in this Indenture relating to the satisfaction and discharge of this Indenture have been complied withwith 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 not have any material adverse tax consequences to the Issuer, any Noteholders or any Certificateholders.

Satisfaction and Discharge of Indenture. 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 3.03, 3.04, 3.05, 3.08, 3.113.10, 3.12, 3.13, 3.14, 3.15, 3.16 3.20 and 3.173.22, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.02) 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 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: (i) either: (A) all Notes theretofore authenticated and delivered (other than (i) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.05 and (2ii) Notes for whose payment money has theretofore been 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 3.03) have been delivered to the Indenture Trustee for cancellation; or or (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1) have become due and payable, , (2) will become due and payable at the Class A‑4 A-4 Final Scheduled Payment Date within one year or 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, in the case of clauses (1), (2) or (3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date such 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 to the related Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (ii) the Issuer has paid or performed or caused to be paid or performed all other sums payable by amounts and obligations which the Issuer hereunder and may owe to or on behalf of the Indenture Trustee for the benefit of the Noteholders under any other Issuer Basic Documentthis Indenture or the Notes; and (iii) 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 Section 11.01the Indenture Trustee) an Independent CertificateCertificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a11.01 (a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. 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 3.03, 3.04, 3.05, 3.07, 3.08, 3.10, 3.11, 3.133.12, 3.14, 3.15, 3.16 3.17 and 3.173.18, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.02) 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 themthem and (vii) the obligation of the Indenture Trustee to make claims under the Policy, which shall survive the Final Maturity Date of the Class B Notes 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: (iA) either: (A1) all Notes theretofore authenticated and delivered (other than (i) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.05 and (2ii) Notes for whose payment money has theretofore been 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 3.03) have been delivered to the Indenture Trustee for cancellation and the Policy has expired and been returned to the Insurer for cancellation; or or (B2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1i) have become due and payable, , (2ii) will become due and payable at the Final Maturity Date of the Class A‑4 Final Scheduled Payment Date B Notes within one year or year, or (3iii) 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, in the case of clauses (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date such amounts are payable), in trust Eligible Investments 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 to the related Final Scheduled Payment Maturity Date of the Class B Notes or the Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.0112.01), as the case may be; (iiB) the Issuer has paid or performed or caused to be paid or performed all other sums payable by amounts and obligations which the Issuer hereunder 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 any other Issuer this Indenture and the Basic DocumentDocuments; and (iiiC) the Issuer has delivered to the Depositor Indenture Trustee and the Indenture Trustee Insurer an Officer’s 's Certificate, an Opinion of Counsel and (if required by the TIA or Section 11.01TIA, the Indenture Trustee) an Independent CertificateCertificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a13.01(a) and, subject to Section 11.0213.02, each stating that all conditions precedent herein provided for in this Indenture relating to the satisfaction and discharge of this Indenture have been complied withwith and the Rating Agency Condition has been satisfied.

Satisfaction and Discharge of Indenture. 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 all other amounts with respect thereto, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.11, 3.13, 3.14, 3.15, 3.16 and 3.17, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 6.07) and the obligations of the Indenture Trustee under Section 4.02) 4.02 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: (ia) either: (A) all Notes theretofore authenticated and delivered (other than Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.05 and (2) for whose payment money has theretofore been 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 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation: cancellation (1) have become due and payable, (2) will become due and payable at on the Class A‑4 C Final Scheduled Payment Distribution 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, in the case of clauses (1), (2) or (3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date such 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 to the related Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (iib) the Issuer has paid or caused to be paid all other sums payable by the Issuer hereunder and under any the other Issuer Basic DocumentDocuments; and (iiic) the Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (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. 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 3.033.3, 3.043.4, 3.053.5, 3.083.8, 3.113.10, 3.12, 3.13, 3.143.20, 3.153.21, 3.16 3.22 and 3.1711.17, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 6.7 and the obligations of the Indenture Trustee under Section 4.024.2) 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: (i) either: (Aa) all Notes theretofore authenticated and delivered (other than (i) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.5 and (2ii) Notes for whose payment money has theretofore been 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 3.033.3) have been delivered to the Indenture Trustee for cancellation; or (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1) have become due and payable, (2) will become due and payable at the Class A‑4 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, in the case of clauses (1), (2) or (3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date such 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 and the Note Policy has expired and been returned to the related Final Scheduled Payment Date or Redemption Date (if Notes shall have been called Note Insurer for redemption pursuant to Section 10.01), as the case may becancellation; (iib) the Issuer has paid or caused to be paid all other sums payable by the Issuer hereunder Insurer Secured Obligations and under any other Issuer Basic Documentall Trustee Secured Obligations; and (iiic) the Issuer has delivered to the Depositor Trustee and the Indenture Trustee Note Insurer an Officer’s Certificate, 's Certificate and an Opinion of Counsel and (if required by the TIA or Section 11.01) an Independent CertificateCounsel, each meeting the applicable requirements of Section 11.01(a11.1(a) and, subject to Section 11.02, and each stating that all conditions precedent herein provided for in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to 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) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16 and 3.173.18, (ve) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 6.08 and the obligations of the Indenture Trustee under Section 4.02) 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 of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (i) either: : (A) all Notes theretofore authenticated and delivered (other than Notes (1) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (2) Notes for whose the payment of which money has theretofore been 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 3.03) ), have been delivered to the Indenture Trustee for cancellation; or (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1) have become due and payable, (2) will become due and payable at the Class A‑4 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, in the case of clauses (1), (2) or (3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date such 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 to the related Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (ii) the Issuer has paid or caused to be paid all other sums payable by the Issuer hereunder and under any other Issuer Basic Document; and (iii) 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 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.or

Satisfaction and Discharge of Indenture. 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 3.03, 3.04, 3.05, 3.08, 3.11, 3.13, 3.14, 3.15, 3.16 and 3.17, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.02) 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: (i) either: (A) all Notes theretofore authenticated and delivered (other than Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (2) for whose payment money has theretofore been 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 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1) have become due and payable, (2) will become due and payable at the Class A‑4 A-4 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, in the case of clauses (1), (2) or (3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date such 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 to the related Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (ii) the Issuer has paid or caused to be paid all other sums payable by the Issuer hereunder and under any other Issuer Basic Document; and (iii) 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 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. 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 3.03, 3.04, 3.05, 3.07, 3.08, 3.113.10, 3.12, 3.13, 3.14, 3.15, 3.16 3.20 and 3.173.21, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.02) 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 themthem and (vii) the obligation of the Trustee to make claims under the Note Policy, which shall survive the Class A-4 Final 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: (iA) either: (A1) all Notes theretofore authenticated and delivered (other than (i) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.05 and (2ii) Notes for whose payment money has theretofore been 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 3.03) have been delivered to the Indenture Trustee for cancellation and the Note Policy has expired and been returned to the Insurer for cancellation; or or (B2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1i) have become due and payable, , (2ii) will become due and payable at the Class A‑4 A-4 Final Scheduled Payment Distribution Date within one year or year, or (3iii) 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, in the case of clauses (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date such 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 to the related Final Scheduled Payment final scheduled Distribution Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.0110.01(a)), as the case may be; (iiB) the Issuer has paid or performed or caused to be paid or performed all other sums payable by amounts and obligations which the Issuer hereunder may owe to or on behalf of (1) the Trustee for the benefit of the Noteholders under this Indenture or the Notes and (2) the Insurer under any other Issuer Basic Documentthis Indenture; and (iiiC) the Issuer has delivered to the Depositor Trustee and the Indenture Trustee Insurer an Officer’s 's Certificate, an Opinion of Counsel and (if required by the TIA or Section 11.01TIA, the Trustee and the Insurer) an Independent CertificateCertificate 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 in this Indenture relating to the satisfaction and discharge of this Indenture have been complied withwith (and, in the case of the foregoing Officer's Certificate, stating that the Rating Agency Condition has been satisfied).

Satisfaction and Discharge of Indenture. 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 3.03, 3.04, 3.05, 3.08, 3.113.10, 3.12, 3.13, 3.14, 3.15, 3.16 3.20 and 3.173.22, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.02) 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 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: (i) either: (A) all Notes theretofore authenticated and delivered (other than (i) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.05 and (2ii) Notes for whose payment money has theretofore been 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 3.03) have been delivered to the Indenture Trustee for cancellation; or or (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1) have become due and payable, , (2) will become due and payable at the Class A‑4 A-4 Final Scheduled Payment Date within one year or 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, in the case of clauses (1), (2) or (3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Securities Intermediary cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date such 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 to the related Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (ii) the Issuer has paid or performed or caused to be paid or performed all other sums payable by amounts and obligations which the Issuer hereunder and may owe to or on behalf of the Indenture Trustee for the benefit of the Noteholders, under any other Issuer Basic Documentthis Indenture or the Notes; and (iii) 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 Section 11.01the Indenture Trustee) an Independent CertificateCertificate 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 in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. 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 3.033.3, 3.043.4, 3.053.5, 3.083.8, 3.113.10, 3.12 and 3.13, 3.14, 3.15, 3.16 and 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 6.07 6.7 and the obligations of the Indenture Trustee under Section 4.024.2) 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: (ia) either: (A1) all Notes theretofore authenticated and delivered (other than (i) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.5 and (2ii) Notes for whose payment money has theretofore been 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 3.033.3) have been delivered to the Indenture Trustee for cancellation; or or (B2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1i) have become due and payable, , (2ii) will become due and payable at the Class A‑4 their respective Note Final Scheduled Payment Date Maturity Date, within one year or year, or (3iii) 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, in the case of clauses (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such 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 to the related Note Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may beMaturity Date; (iib) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer hereunder and under any other Issuer Basic DocumentIssuer; and (iiic) the Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s CertificateOfficers’ Certificate of the Issuer, an Opinion of Counsel and (if required by the TIA or Section 11.01the Indenture Trustee) an Independent CertificateCertificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a11.1(a) and, subject to Section 11.0211.2, each stating that all conditions precedent herein provided for in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. 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 3.03, 3.04, 3.053.06, 3.083.09, 3.113.16, 3.133.17, 3.143.18, 3.15, 3.16 3.19 and 3.173.20, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.024.11) 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: (i) either: (A) all either (1) the Notes theretofore authenticated and delivered (other than (i) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 4.03 and (2ii) Notes for whose payment money has theretofore been 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 3.03) have been delivered to the Indenture Trustee for cancellation; or or (B2) all the Notes not theretofore delivered to the Indenture Trustee for cancellation: (1) a. have become due and payable, (2) , b. will become due and payable at the Class A‑4 Final Scheduled Insured Payment Date within one year or (3) are year, or c. have been declared immediately due and payable pursuant 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, Section 5.02. and the Issuer, in the case of clauses (1), (2) a. or (3) b. above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such 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 to on the related Final Scheduled Insured Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may beDate; (iiB) the Issuer has paid or caused to be paid all other sums payable by the Issuer hereunder and under any other Issuer Basic Documentthe Insurance Agreement by the Issuer; and (iiiC) the Issuer has delivered to the Depositor Indenture Trustee and the Indenture Trustee Credit Enhancer an Officer’s Certificate, 's Certificate and an Opinion of Counsel and (if required by the TIA or Section 11.01) an Independent CertificateCounsel, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, 10.01 and each stating that all conditions precedent herein provided for in this Indenture relating to the satisfaction and discharge of this Indenture have been complied withwith 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 not have any material adverse tax consequences to the Issuer, any Noteholders or any Certificateholder.

Satisfaction and Discharge of Indenture. 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 3.033.3, 3.043.4, 3.053.5, 3.083.8, 3.113.10, 3.12 and 3.13, 3.14, 3.15, 3.16 and 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 6.07 6.7 and the obligations of the Indenture Trustee under Section 4.024.2) 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: (ia) either: (A1) all Notes theretofore authenticated and delivered (other than (i) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.5 and (2ii) Notes for whose payment money has theretofore been 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 3.033.3) have been delivered to the Indenture Trustee for cancellation; or or (B2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1i) have become due and payable, , (2ii) will become due and payable at the Class A‑4 their respective Note Final Scheduled Payment Date Maturity Date, within one year or year, or (3iii) 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, in the case of clauses (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such 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 to the related Note Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may beMaturity Date; (iib) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer hereunder and under any other Issuer Basic DocumentIssuer; and (iiic) the Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s CertificateOfficers' Certificate of the Issuer, an Opinion of Counsel and (if required by the TIA or Section 11.01the Indenture Trustee) an Independent CertificateCertificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a11.1(a) and, subject to Section 11.0211.2, each stating that all conditions precedent herein provided for in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. This (a) 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) Sections 3.03, 3.04, 3.05, 3.08, 3.11, 3.13, 3.14, 3.15, 3.16 and 3.17, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.02) 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 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, whenif: (i) either: (A) all Notes theretofore that have been authenticated and delivered (other than (A) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.5 and (2B) Notes for whose which payment money has theretofore been 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 3.033.3) have been delivered to the Indenture Trustee for cancellation; or (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1) have become due and payable, (2) will become due and payable at the Class A‑4 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, in the case of clauses (1), (2) or (3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date such 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 to the related Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (ii) the Issuer has paid or caused to be paid all other sums payable by it under the Issuer hereunder and under any other Issuer Basic DocumentTransaction Documents by the Issuer; and (iii) the Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s Certificate, Certificate and an Opinion of Counsel and (if required by the TIA or Section 11.01) an Independent CertificateCounsel, each meeting to the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating effect that all conditions precedent provided for in this Indenture relating to the satisfaction and discharge of this Indenture pursuant to this Section 4.1(a) have been complied with. (b) After the satisfaction and discharge of this Indenture pursuant to Section 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 rights of Noteholders to receive payments of principal of and interest on the Notes, (iv) Sections 3.3, 3.4, 3.5, 3.7, 3.10, 3.12, 3.13, 3.14 and 3.15, (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. 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 3.03, 3.04, 3.05, 3.08, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16 and 3.173.18, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.02) 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 (A) either: (i) either: (A1) all Notes theretofore authenticated and delivered (other than (i) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (2ii) Notes for whose the payment of which money has theretofore been 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 3.03) , have been delivered to the Indenture Trustee for cancellation; or or (B2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1) a. have become due and payable, (2) , b. will become due and payable at the Class A‑4 C Final Scheduled Payment Date within one year or (3) 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, in the case of clauses (1)a, (2) b, or (3) c above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which that will mature prior to the date such 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 to the related applicable Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (iiB) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer hereunder including, but not limited to, fees and under any other Issuer Basic Documentexpenses due to the Indenture Trustee; and (iiiC) the Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s 's Certificate, an Opinion of Counsel and (if required by the TIA or Section 11.01the Indenture Trustee) an Independent CertificateCertificate 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 in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. 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 3.03, 3.04, 3.05, 3.08, 3.113.10, 3.12 and 3.13, 3.14, 3.15, 3.16 and 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 6.07 and the obligations of the Indenture Trustee under Section 4.02) 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: (ia) either: (A1) all Notes theretofore authenticated and delivered (other than (A) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.05 and (2B) Notes for whose payment money has theretofore been 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 3.03) have been delivered to the Indenture Trustee for cancellation; or or (B2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1A) have become due and payable, , (2B) will become due and payable at the Class A‑4 their respective Note Final Scheduled Payment Date Maturity Date, within one year or year, or (3C) 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, in the case of clauses (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such 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 to the related Note Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may beMaturity Date; (iib) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer hereunder and under any other Issuer Basic DocumentIssuer; and (iiic) the Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s CertificateOfficers' Certificate of the Issuer, an Opinion of Counsel and (if required by the TIA or Section 11.01the Indenture Trustee) an Independent CertificateCertificate 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 in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. 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 3.03, 3.04, 3.053.06, 3.083.09, 3.113.16, 3.13, 3.14, 3.15, 3.16 3.18 and 3.173.19, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.024.11) 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: (iA) either: (A1) all Notes theretofore authenticated and delivered (other than (i) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 4.03 and (2ii) Notes for whose payment money has theretofore been 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 3.03) have been delivered to the Indenture Trustee for cancellation; or or (B2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1 a) have become due and payable, (2, b) will become due and payable at the Class A‑4 Final Scheduled Payment Date within one year or (3year, or c) are have been declared immediately due and payable pursuant 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, Section 5.02. and the Issuer, in the case of clauses (1), (2) a. or (3) b. above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such 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 to on the related Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may beDate; (ii3) the Issuer has paid or caused to be paid all other sums payable by the Issuer hereunder and under any other Issuer Basic Documentthe Insurance Agreement by the Issuer; and (iii4) the Issuer has delivered to the Depositor Indenture Trustee and the Indenture Trustee Credit Enhancer an Officer’s Certificate, 's Certificate and an Opinion of Counsel and (if required by the TIA or Section 11.01) an Independent CertificateCounsel, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, 10.01 and each stating that all conditions precedent herein provided for in this Indenture relating to the satisfaction and discharge of this Indenture have been complied withwith 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 not have any material adverse tax consequences to the Issuer, any Noteholders or any Certificateholders.

Satisfaction and Discharge of Indenture. This (a) 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) Sections 3.03, 3.04, 3.05, 3.08, 3.11, 3.13, 3.14, 3.15, 3.16 and 3.17, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.02) 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 upon Issuer Order and at the expense of the Issuer, shall will execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, whenif: (i) either: (A) all Notes theretofore that have been authenticated and delivered (other than (x) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.5 and (2y) Notes for whose payment money has theretofore been 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 3.033.3) have been delivered to the Indenture Trustee for cancellation; or (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1) have become due and payable, (2) will become due and payable at the Class A‑4 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, in the case of clauses (1), (2) or (3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date such 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 to the related Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (ii) the Issuer has paid or caused to be paid all other sums payable under the Basic Documents and all payments due to the Swap Counterparties by the Issuer hereunder and under any other Issuer Basic DocumentIssuer; and (iii) the Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s Certificate, 's Certificate and an Opinion of Counsel and (if required by the TIA or Section 11.01) an Independent CertificateCounsel, each meeting to the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating effect that all conditions precedent provided for in this Indenture relating to the satisfaction and discharge of this Indenture pursuant to this Section 4.1(a) have been complied with. (b) After the satisfaction and discharge of this Indenture pursuant to Section 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 rights of Noteholders to receive payments of principal of and interest on the Notes, (iv) Sections 3.3, 3.4, 3.5, 3.7, 3.10, 3.12, 3.13, 3.14 and 3.15, (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 2 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 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. 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 holders of the Notes to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.113.10, 3.12 and 3.13, 3.14, 3.15, 3.16 and 3.17, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.02) 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: (i) either: (A) a period of 367 days has expired after all Notes theretofore authenticated and delivered (other than (i) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.05 and (2ii) Notes for whose payment money has theretofore been 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 3.03) have been delivered to the Indenture Trustee for cancellation; or ; (B) all Notes not theretofore delivered to a period of 367 days has expired after the Indenture Trustee for cancellation: later of (1i) have become due and payable, (2) will become due and payable at the Class A‑4 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, in the case of clauses (1), (2) or (3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date such amounts on which no Notes 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 to the related Final Scheduled Payment Date outstanding or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (ii) the date on which the Issuer has paid or caused to be paid all other sums otherwise payable hereunder by the Issuer hereunder and under any other Issuer Basic DocumentIssuer; and (iiiC) the Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s Certificate, Officers’ Certificate of the Issuer and an Opinion of Counsel and (if required by the TIA or Section 11.01) an Independent CertificateCounsel, each meeting the applicable requirements of Section 11.01(a) 11.01 and, subject to Section 11.02, each stating that all conditions precedent herein provided for in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. 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 3.01, 3.03, 3.04, 3.05, 3.07, 3.08, 3.10, 3.11, 3.133.12, 3.14, 3.15, 3.16 3.13 and 3.173.20, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.02) 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: (i) either: (A) either (1) all Notes theretofore therefore authenticated and delivered (other than (i) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.05 and (2ii) Notes for whose payment money has theretofore been 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 3.03) have been delivered to the Indenture Trustee for cancellation; or or (B2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: : (1i) have become due and payable, or (2ii) will become due and payable at the Class A‑4 Final Scheduled Payment Date their respective final Distribution Dates within one year or year, or (3iii) 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 provided, however, that the Issuer, in the case of clauses (1), (2) or (3) above, Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date such 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 Note not theretofore delivered to the Indenture Trustee for cancellation when due to the related Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may befinal scheduled Distribution Date; (iiB) the Issuer has paid or performed or caused to be paid or performed all other sums payable by amounts and obligations which the Issuer hereunder and may owe to or on behalf of the Indenture Trustee for the benefit of the Noteholders under any other Issuer Basic Documentthis Indenture or the Notes; and (iiiC) the Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s Certificate, Certificate and an Opinion of Counsel and (if required by the TIA or Section 11.01the Indenture Trustee) an Independent CertificateCertificate 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 in this Indenture relating to the satisfaction and discharge of this Indenture have been complied withwith and the Rating Agency Condition has been satisfied.

Satisfaction and Discharge of Indenture. 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 3.033.3, 3.043.4, 3.053.5, 3.083.8, 3.113.10, 3.12 and 3.13, 3.14, 3.15, 3.16 and 3.17, (v) the rights, obligations and immunities of the Indenture Trustee and the Indenture Administrator hereunder (including including, without limitation, the rights of the Indenture Trustee and the Indenture Administrator under Section 6.07 6.7 and the obligations of the Indenture Trustee Administrator under Section 4.024.2) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee 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: (ia) either: (A1) all Notes theretofore authenticated and delivered (other than (i) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.5 and (2ii) Notes for whose payment money has theretofore been 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 3.033.3) have been delivered to the Indenture Trustee Administrator for cancellation; or or (B2) all Notes not theretofore delivered to the Indenture Trustee Administrator for cancellation: (1i) have become due and payable, , (2ii) will become due and payable at the Class A‑4 their respective Note Final Scheduled Payment Date Maturity Date, within one year or year, or (3iii) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee Administrator for the giving of notice of redemption by the Indenture Trustee Administrator in the name, and at the expense, of the Issuer, and the Issuer, in the case of clauses (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Administrator on behalf of the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such 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 Administrator for cancellation when due to the related Note Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may beMaturity Date; (iib) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer hereunder and under any other Issuer Basic DocumentIssuer; and (iiic) the Issuer has delivered to the Depositor Indenture Trustee and the Indenture Trustee Administrator an Officer’s CertificateOfficers' Certificate of the Issuer, an Opinion of Counsel and (if required by the TIA or Section 11.01the Indenture Trustee) an Independent CertificateCertificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a11.1(a) and, subject to Section 11.0211.2, each stating that all conditions precedent herein provided for in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. 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 3.01, 3.03, 3.04, 3.05, 3.07, 3.08, 3.10, 3.11, 3.133.12, 3.14, 3.15, 3.16 3.13 and 3.173.20, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.02) 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: (i) either: (A) either (1) all Notes theretofore therefore authenticated and delivered (other than (i) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.05 and (2ii) Notes for whose payment money has theretofore been 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 3.03) have been delivered to the Indenture Trustee for cancellation; or or (B2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: : (1i) have become due and payable, or (2ii) will become due and payable at the Class A‑4 Final Scheduled Payment Date their respective final Distribution Dates within one year or year, or (3iii) 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, provided, however, that all outstanding Class A-2b Notes must become so due and payable or be so called for redemption on the next succeeding Distribution Date; and provided, further, that the Issuer, in the case of clauses (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date such 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 Note not theretofore delivered to the Indenture Trustee for cancellation when due to the related Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may befinal scheduled Distribution Date; (iiB) the Issuer has paid or performed or caused to be paid or performed all other sums payable by amounts and obligations which the Issuer hereunder and may owe to or on behalf of the Indenture Trustee for the benefit of the Noteholders under any other Issuer Basic Documentthis Indenture or the Notes; and (iiiC) the Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s Certificate, Certificate and an Opinion of Counsel and (if required by the TIA or Section 11.01the Indenture Trustee) an Independent CertificateCertificate 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 in this Indenture relating to the satisfaction and discharge of this Indenture have been complied withwith 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 (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 3.033.3, 3.043.4, 3.053.5, 3.083.8, 3.11, 3.13, 3.14, 3.15, 3.16 3.11 and 3.173.12 hereof, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 6.7 and the obligations of the Indenture Trustee under Section 4.02) 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, whenwhen either: (i) either: (A) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.6 and (2ii) 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 3.033.3) have been delivered to the Indenture Trustee for cancellation; or or (B) each of the following: (1) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1) cancellation have become due and payable, (2) will become due and payable at the Class A‑4 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, in the case of clauses (1), (2) or (3) above, Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such 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 to the related Final Scheduled Payment applicable Stated Maturity Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.0110.1(a)), as the case may be; (ii2) the Issuer has paid or caused to be paid all other sums payable by the Issuer hereunder and under any the other Issuer Basic Document; andDocuments; (iii3) the Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s 's Certificate, an Opinion of Counsel and (if required by the TIA or Section 11.01the Indenture Trustee) an Independent CertificateCertificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a11.1(a) and, subject to Section 11.0211.2, each stating that all conditions precedent herein provided for in this Indenture 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. 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 3.03, 3.04, 3.053.06, 3.083.09, 3.113.16, 3.13, 3.14, 3.15, 3.16 3.18 and 3.173.19, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.024.11) 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: (iA) either: : (A1) all Notes theretofore authenticated and delivered (other than (i) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 4.03 and (2ii) Notes for whose payment money has theretofore been 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 3.03) have been delivered to the Indenture Trustee for cancellation; or or (B2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1: a) have become due and payable, (2; b) will become due and payable at the Class A‑4 Final Scheduled Payment Date within one year or (3year; or c) are have been declared immediately due and payable pursuant 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, Section 5.02. and the Issuer, in the case of clauses (1), a) and (2) or (3b) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such 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 to on the related Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may beDate; (iiB) the Issuer has paid or caused to be paid all other sums payable by the Issuer hereunder and under any other Issuer Basic Documentthe Insurance Agreement by the Issuer; and (iiiC) the Issuer has delivered to the Depositor Indenture Trustee and the Indenture Trustee Enhancer an Officer’s Certificate, 's Certificate and an Opinion of Counsel and (if required by the TIA or Section 11.01) an Independent CertificateCounsel, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, 10.01 and each stating that all conditions precedent herein provided for in this Indenture relating to the satisfaction and discharge of this Indenture have been complied withwith 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 not have any material adverse tax consequences to the Issuer, any Noteholders or any Certificateholders.

Satisfaction and Discharge of Indenture. 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 3.03, 3.04, 3.05, 3.08, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16 and 3.173.18, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.02) 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 (A) either: (i) either: (A1) all Notes theretofore authenticated and delivered (other than (i) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (2ii) Notes for whose the payment of which money has theretofore been 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 3.03) have been delivered to the Indenture Trustee for cancellation; or or (B2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1) a. have become due and payable, (2) , b. will become due and payable at the Class A‑4 B Final Scheduled Payment Date within one year or (3) 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, in the case of clauses (1)a, (2) b, or (3) c above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which that will mature prior to the date such 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 to the related applicable Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (iiB) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer hereunder including, but not limited to, fees and under any other Issuer Basic Documentexpenses due to the Indenture Trustee; and (iiiC) the Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s 's Certificate, an Opinion of Counsel and (if required by the TIA or Section 11.01the Indenture Trustee) an Independent CertificateCertificate 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 in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. 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 3.032.9, 3.043.3, 3.053.4, 3.083.5, 3.113.8, 3.10, 3.12, 3.13, 3.143.20, 3.153.21, 3.16 3.22 and 3.1711.17, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 6.7 and the obligations of the Indenture Trustee under Section 4.024.2) 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: (i) either: (Aa) all Notes theretofore authenticated and delivered (other than (i) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.5 and (2ii) Notes for whose payment money has theretofore been 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 3.033.3) have been delivered to the Indenture Trustee for cancellation; or (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1) have become due and payable, (2) will become due and payable at the Class A‑4 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, in the case of clauses (1), (2) or (3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date such 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 to the related Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (iib) the Issuer has paid or caused to be paid all other sums payable by the Issuer hereunder and under any other Issuer Basic DocumentSecured Obligations; and (iiic) the Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s Certificate, Certificate and an Opinion of Counsel and (if required by the TIA or Section 11.01) an Independent CertificateCounsel, each meeting the applicable requirements of Section 11.01(a11.1(a) and, subject to Section 11.02, and each stating that all conditions precedent herein provided for in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. 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 3.01, 3.03, 3.04, 3.05, 3.07, 3.08, 3.10, 3.11, 3.133.12, 3.14, 3.15, 3.16 3.13 and 3.173.20, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.02) 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: (i) either: (A) either (1) all Notes theretofore therefore authenticated and delivered (other than (i) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.05 and (2ii) Notes for whose payment money has theretofore been 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 3.03) have been delivered to the Indenture Trustee for cancellation; or or (B2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: : (1i) have become due and payable, or (2ii) will become due and payable at the Class A‑4 Final Scheduled Payment Date their respective final Distribution Dates within one year or year, or (3iii) 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 provided, however, that the Issuer, in the case of clauses (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date such 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 Note not theretofore delivered to the Indenture Trustee for cancellation when due to the related Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may befinal scheduled Distribution Date; (iiB) the Issuer has paid or performed or caused to be paid or performed all other sums payable by amounts and obligations which the Issuer hereunder and may owe to or on behalf of the Indenture Trustee for the benefit of the Noteholders under any other Issuer Basic Documentthis Indenture or the Notes; and (iiiC) the Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s Certificate, Certificate and an Opinion of Counsel and (if required by the TIA or Section 11.01the Indenture Trustee) an Independent CertificateCertificate 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 in this Indenture relating to the satisfaction and discharge of this Indenture have been complied withwith and the Rating Agency Condition has been satisfied.

Satisfaction and Discharge of Indenture. This (a) 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) Sections 3.03, 3.04, 3.05, 3.08, 3.11, 3.13, 3.14, 3.15, 3.16 and 3.17, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.02) 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 upon Issuer Order and at the expense of the Issuer, shall will execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, whenif: (i) either: (A) all Notes theretofore that have been authenticated and delivered (other than (x) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.5 and (2y) Notes for whose payment money has theretofore been 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 3.033.3) have been delivered to the Indenture Trustee for cancellation; or (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1) have become due and payable, (2) will become due and payable at the Class A‑4 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, in the case of clauses (1), (2) or (3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date such 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 to the related Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (ii) the Issuer has paid or caused to be paid all other sums payable under the Basic Documents by the Issuer hereunder and under any other Issuer Basic DocumentIssuer; and (iii) the Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s Certificate, 's Certificate and an Opinion of Counsel and (if required by the TIA or Section 11.01) an Independent CertificateCounsel, each meeting to the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating effect that all conditions precedent provided for in this Indenture relating to the satisfaction and discharge of this Indenture pursuant to this Section 4.1(a) have been complied with. (b) After the satisfaction and discharge of this Indenture pursuant to Section 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 rights of Noteholders to receive payments of principal of and interest on the Notes, (iv) Sections 3.3, 3.4, 3.5, 3.7, 3.10, 3.12, 3.13, 3.14 and 3.15, (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 2 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 Trustee Officer stating that all Noteholders have been paid in full.

Satisfaction and Discharge of Indenture. 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 (including any Note Interest Carryover) thereon, (iv) Sections 3.033.3, 3.043.4, 3.053.5, 3.083.8, 3.113.10, 3.12 and 3.13, 3.14, 3.15, 3.16 and 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 6.07 6.7 and the obligations of the Indenture Trustee under Section 4.024.2) 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: (ia) either: (A1) all Notes theretofore authenticated and delivered (other than (i) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.5 and (2ii) Notes for whose payment money has theretofore been 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 3.033.3) have been delivered to the Indenture Trustee for cancellation; or or (B2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1i) have become due and payable, , (2ii) will become due and payable at the Class A‑4 their respective Note Final Scheduled Payment Date Maturity Date, within one year or year, or (3iii) 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, in the case of clauses (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such 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 to the related Note Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may beMaturity Date; (iib) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer hereunder and under any other Issuer Basic DocumentIssuer; and (iiic) the Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s CertificateOfficers' Certificate of the Issuer, an Opinion of Counsel and (if required by the TIA or Section 11.01the Indenture Trustee) an Independent CertificateCertificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a11.1(a) and, subject to Section 11.0211.2, each stating that all conditions precedent herein provided for in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. 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 3.03, 3.04, 3.05, 3.08, 3.113.10, 3.12, 3.13, 3.14, 3.15, 3.16 3.20 and 3.173.22, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.02) 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: (i) either: (A) all Notes theretofore authenticated and delivered (other than (i) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.05 and (2ii) Notes for whose payment money has theretofore been 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 3.03) have been delivered to the Indenture Trustee for cancellation; or or (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1) have become due and payable, , (2) will become due and payable at the Class A‑4 A-4 Final Scheduled Payment Date within one year or 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, in the case of clauses (1), (2) or (3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date such 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 to the related Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (ii) the Issuer has paid or performed or caused to be paid or performed all other sums payable by amounts and obligations which the Issuer hereunder and may owe to or on behalf of the Indenture Trustee for the benefit of the Noteholders under any other Issuer Basic Documentthis Indenture or the Notes; and (iii) the Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s 's Certificate, an Opinion of Counsel and (if required by the TIA or Section 11.01the Indenture Trustee) an Independent CertificateCertificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a11.01 (a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. 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 3.03, 3.04, 3.05, 3.08, 3.113.10, 3.12, 3.13, 3.14, 3.15, 3.16 and 3.17, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.02) 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: (a) either (i) either: (A) all Notes theretofore authenticated and delivered (other than Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (2) for whose payment money has theretofore been 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 3.03) have been delivered to the Indenture Trustee for cancellation; or or (Bii) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1A) have become due and payable, , (2B) will become due and payable at the Class A‑4 B Final Scheduled Payment Distribution Date within one year or or (3C) 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, in the case of clauses (1A), (2B) or (3C) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, in trust, cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date such 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 to the related Final Scheduled Payment Distribution Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (iib) the Issuer has paid or caused to be paid all other sums payable by the Issuer hereunder and under any this Indenture, the other Issuer Basic Document; andDocuments; (iiic) the Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s 's Certificate, an Opinion of Counsel and (if required by the TIA or Section 11.01the Indenture Trustee) an Independent CertificateCertificate 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 provided for in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with; and (d) 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 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. This (a) 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) Sections 3.03, 3.04, 3.05, 3.08, 3.11, 3.13, 3.14, 3.15, 3.16 and 3.17, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.02) 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 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, whenif: (i) either: (A) all Notes theretofore that have been authenticated and delivered (other than (A) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.5 and (2B) Notes for whose which payment money has theretofore been 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 3.033.3) have been delivered to the Indenture Trustee for cancellation; or (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1) have become due and payable, (2) will become due and payable at the Class A‑4 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, in the case of clauses (1), (2) or (3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date such 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 to the related Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (ii) the Issuer has paid or caused to be paid all other sums payable by it under the Issuer hereunder and under any other Issuer Basic DocumentTransaction Documents; and (iii) the Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s Certificate, Certificate and an Opinion of Counsel and (if required by the TIA or Section 11.01) an Independent CertificateCounsel, each meeting to the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating effect that all conditions precedent provided for in this Indenture relating to the satisfaction and discharge of this Indenture pursuant to this Section 4.1(a) have been complied with. (b) After the satisfaction and discharge of this Indenture pursuant to Section 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 rights of Noteholders to receive payments of principal of and interest on the Notes, (iv) Sections 3.3, 3.4, 3.5, 3.7, 3.10, 3.12, 3.13, 3.14 and 3.15, (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. 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 3.03, 3.04, 3.05, 3.07, 3.08, 3.113.10, 3.12, 3.13, 3.14, 3.15, 3.16 3.20 and 3.173.21, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.02) 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 themthem and (vii) the obligation of the Trustee to make claims under the Note 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: (iA) either: (A1) all Notes theretofore authenticated and delivered (other than (i) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.05 and (2ii) Notes for whose payment money has theretofore been 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 3.03) have been delivered to the Indenture Trustee for cancellation and the Note Policy has expired and been returned to the Insurer for cancellation; or or (B2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1i) have become due and payable, , (2ii) will become due and payable at the Class A‑4 A-4 Final Scheduled Payment Distribution Date within one year or or (3iii) 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, in the case of clauses (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date such 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 to the related Final Scheduled Payment Distribution Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.0110.01(a)), as the case may be; (iiB) the Issuer has paid or performed or caused to be paid or performed all other sums payable by amounts and obligations which the Issuer hereunder may owe to or on behalf of (1) the Trustee for the benefit of the Noteholders under this Indenture or the Notes and (2) the Insurer under any this Indenture and the other Issuer Basic DocumentDocuments; and (iiiC) the Issuer has delivered to the Depositor Trustee and the Indenture Trustee Insurer an Officer’s 's Certificate, an Opinion of Counsel and (if required by the TIA or Section 11.01TIA, the Trustee and the Insurer) an Independent CertificateCertificate 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 in this Indenture relating to the satisfaction and discharge of this Indenture have been complied withwith (and, in the case of the foregoing Officer's Certificate, stating that the Rating Agency Condition has been satisfied).

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to 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) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16 and 3.173.18, (ve) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.02) 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 of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (i) either: : (A) all Notes theretofore authenticated and delivered (other than Notes (1) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (2) Notes for whose the payment of which money has theretofore been 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 3.03) ), have been delivered to the Indenture Trustee for cancellation; or or (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1) have become due and payable, , (2) will become due and payable at the Class A‑4 Final Scheduled Payment D Maturity Date within one year or 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, in the case of clauses (1)a, (2) b, or (3) c above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which that will mature prior to the date such 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 to the related Final Scheduled Payment applicable Stated Maturity Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 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 hereunder including, but not limited to, fees, reimbursements, indemnities and under any other Issuer Basic Documentexpenses due to the Indenture Trustee; and (iii) 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 Section 11.01the Indenture Trustee) an Independent CertificateCertificate 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 in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. 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 3.01, 3.03, 3.04, 3.05, 3.07, 3.08, 3.113.10, 3.12, 3.13, 3.14, 3.15, 3.16 3.20 and 3.173.21, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.02) 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: (i) either: (A) either (1) all Notes theretofore therefore authenticated and delivered (other than (i) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.05 and (2ii) Notes for whose payment money has theretofore been 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 3.03) have been delivered to the Indenture Trustee for cancellation; or ; (B2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1i) have become due and payable, or (2ii) will become due and payable at the Class A‑4 Final Scheduled Payment Date their respective final Distribution Dates within one year or year, or (3iii) 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, in the case of clauses (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date such 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 Note not theretofore delivered to the Indenture Trustee for cancellation when due to the related Final Scheduled Payment Date or Redemption final scheduled Distribution Date (if Notes shall have been called for redemption pursuant to Section 10.0110.01(a)), as the case may be; (iiB) the Issuer has paid or performed or caused to be paid or performed all other sums payable by amounts and obligations which the Issuer hereunder may owe to or on behalf of the Indenture Trustee for the benefit of the Noteholders under this Indenture or the Notes and the Swap Counterparty under any other Issuer Basic Documentthe Interest Rate Swap Agreement; and (iiiC) the Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s Certificate, Certificate and an Opinion of Counsel and (if required by the TIA or Section 11.01the Indenture Trustee) an Independent CertificateCertificate 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 in this Indenture relating to the satisfaction and discharge of this Indenture have been complied withwith and the Rating Agency Condition has been satisfied.

Satisfaction and Discharge of Indenture. 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 3.03, 3.04, 3.05, 3.08, 3.113.10, 3.12, 3.13, 3.14, 3.15, 3.16 3.20 and 3.173.22, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.02) 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: (i) either: (A) all Notes theretofore authenticated and delivered (other than (i) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.05 and (2ii) Notes for whose payment money has theretofore been 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 3.03) have been delivered to the Indenture Trustee for cancellation; or or (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1) have become due and payable, , (2) will become due and payable at the Class A‑4 A-4 Final Scheduled Payment Date within one year or 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, in the case of clauses (1), (2) or (3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date such 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 to the related Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (ii) the Issuer has paid or performed or caused to be paid or performed all other sums payable by amounts and obligations which the Issuer hereunder and may owe to or on behalf of the Indenture Trustee for the benefit of the Noteholders under any other Issuer Basic Documentthis Indenture or the Notes; and (iii) the Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s 's Certificate, an Opinion of Counsel and (if required by the TIA or Section 11.01the Indenture Trustee) an Independent CertificateCertificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a11.01 (a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. 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 3.03, 3.04, 3.05, 3.08, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16 and 3.173.18, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.02) 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: (i) either: (A) either: 1. all Notes theretofore authenticated and delivered (other than (i) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (2ii) Notes for whose the payment of which money has theretofore been 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 3.03) ), have been delivered to the Indenture Trustee for cancellation; or (B) or 2. all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1) a. have become due and payable, (2) , b. will become due and payable at the Class A‑4 Final Scheduled Payment D Maturity Date within one year or (3) 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, in the case of clauses (1)a, (2) b, or (3) c above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which that will mature prior to the date such 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 to the related Final Scheduled Payment applicable Stated Maturity Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (iiB) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer hereunder including, but not limited to, fees, reimbursements, indemnities and under any other Issuer Basic Documentexpenses due to the Indenture Trustee; and (iiiC) the Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s 's Certificate, an Opinion of Counsel and (if required by the TIA or Section 11.01the Indenture Trustee) an Independent CertificateCertificate 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 in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. 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 3.03, 3.04, 3.05, 3.08, 3.11, 3.13, 3.14, 3.15, 3.16 and 3.17, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.02) 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: (i) either: (A) all Notes theretofore authenticated and delivered (other than Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (2) for whose payment money has theretofore been 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 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1) have become due and payable, (2) will become due and payable at the Class A‑4 A-4 Final Scheduled Payment Distribution 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, in the case of clauses (1), (2) or (3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date such 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 to the related Final Scheduled Payment Distribution Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (ii) the Issuer has paid or caused to be paid all other sums payable by the Issuer hereunder and under any other Issuer Basic Document; andhereunder; (iii) 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 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; and (iv) 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 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. 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) Sections 3.033.3, 3.043.4, 3.053.5, 3.083.8, 3.113.10, 3.12, 3.13, 3.14, 3.15, 3.16 3.19 and 3.17, 3.21; (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 6.7 and the obligations of the Indenture Trustee under Section 4.02) 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 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, whenif: (a) either: (i) either: (A) all Notes theretofore authenticated and delivered (other than (A) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.5 and (2B) Notes for whose payment money has theretofore been 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 3.033.3) have been delivered to the Indenture Trustee for cancellation; or or (Bii) all Notes not theretofore delivered to the Indenture Trustee for cancellation: : (1A) have become due and payable, , (2B) will become be due and payable at the Class A‑4 on their respective Stated Final Scheduled Payment Date Dates within one year or year, or (3C) 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, in the case of clauses (1A), (2B) or (3C) of subsection 4.1(a)(ii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness unpaid principal and accrued interest on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the related Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may bedue; (iib) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer hereunder and under any other Issuer Basic DocumentIssuer; and (iiic) the Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s Certificate's Certificate of the Issuer, an Opinion of Counsel and (if required by the TIA or Section 11.01the Indenture Trustee) an Independent CertificateCertificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a11.1(a) and, subject to Section 11.02, and each stating that all conditions precedent herein provided for in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. 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 3.03, 3.04, 3.053.06, 3.083.09, 3.113.16, 3.13, 3.14, 3.15, 3.16 3.18 and 3.173.19, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.024.11) 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: (iA) either: : (A1) all Notes theretofore authenticated and delivered (other than (i) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 4.03 and (2ii) Notes for whose payment money has theretofore been 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 3.03) have been delivered to the Indenture Trustee for cancellation; or or (B2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1: a) have become due and payable, (2; b) will become due and payable at the Class A‑4 Final Scheduled Payment Date within one year or (3year; or c) are have been declared immediately due and payable pursuant 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, Section 5.02. and the Issuer, in the case of clauses (1), a) and (2) or (3b) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such 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 related Final Scheduled Payment Date Indenture Trustee by an accountant's letter or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as an Officer's Certificate of the case may beIssuer; (iiB) the Issuer has paid or caused to be paid all other sums payable by the Issuer hereunder and under any other Issuer Basic Documentthe Insurance Agreement by the Issuer; and (iiiC) the Issuer has delivered to the Depositor Indenture Trustee and the Indenture Trustee Enhancer an Officer’s Certificate, 's Certificate and an Opinion of Counsel and (if required by the TIA or Section 11.01) an Independent CertificateCounsel, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, 10.01 and each stating that all conditions precedent herein provided for in this Indenture relating to the satisfaction and discharge of this Indenture have been complied withwith 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 not have any material adverse tax consequences to the Issuer, any Noteholders or any Certificateholders.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to 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) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16 and 3.173.18, (ve) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 6.08 and the obligations of the Indenture Trustee under Section 4.02) 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 of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (i) either: : (A) all Notes theretofore authenticated and delivered (other than Notes (1) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (2) Notes for whose the payment of which money has theretofore been 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 3.03) ), have been delivered to the Indenture Trustee for cancellation; or or (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1) have become due and payable, , (2) will become due and payable at the Class A‑4 Final Scheduled Payment Date within payable, as of, [_________], 20[__],within one year or of such date 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, in the case of clauses (1), (2A) or (3B) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which that will mature prior to the date such 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 to the related Final Scheduled Payment applicable Stated Maturity Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 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 hereunder including, but not limited to, fees, reimbursements, indemnities and under any other Issuer Basic Documentexpenses due to the Indenture Trustee; and (iii) 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 Section 11.01the Indenture Trustee) an Independent CertificateCertificate 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 in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. 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 3.033.3, 3.043.4, 3.053.5, 3.083.8, 3.113.10, 3.12 and 3.13, 3.14, 3.15, 3.16 and 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 6.07 6.7 and the obligations of the Indenture Trustee under Section 4.024.2) 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: (ia) either: (A1) all Notes theretofore authenticated and delivered (other than (i) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.5 and (2ii) Notes for whose payment money has theretofore been 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 3.033.3) have been delivered to the Indenture Trustee for cancellation; or or (B2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1i) have become due and payable, , (2ii) will become due and payable at the Class A‑4 their respective Note Final Scheduled Payment Date Maturity Date, within one year or year, or (3iii) 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, in the case of clauses (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such 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 to the related Note Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may beMaturity Date; (iib) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer hereunder and under any other Issuer Basic DocumentIssuer; and (iiic) the Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s CertificateOfficers' Certificate of the Issuer, an Opinion of Counsel and (if required by the TIA or Section 11.01the Indenture Trustee) an Independent CertificateCertificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a11.1(a) and, subject to Section 11.0211.2, each stating that all conditions precedent herein 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 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 3.033.3, 3.043.4, 3.053.5, 3.083.8, 3.11, 3.13, 3.14, 3.15, 3.16 3.11 and 3.173.12 hereof, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 6.7 and the obligations of the Indenture Trustee under Section 4.02) 4.3), and (vi) the rights of Noteholders and Swap Counterparties 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, whenwhen either: (i) either: (A) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.6 and (2ii) 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 3.033.3) have been delivered to the Indenture Trustee for cancellation; or or (B) each of the following: (1) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1) cancellation have become due and payable, (2) will become due and payable at the Class A‑4 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, in the case of clauses (1), (2) or (3) above, Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such 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 to the related Final Scheduled Payment applicable Stated Maturity Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.0110.1(a)), as the case may be; (ii2) the Issuer has paid or caused to be paid all other sums payable by the Issuer hereunder and under any the other Issuer Basic Document; andDocuments; (iii3) the Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s 's Certificate, an Opinion of Counsel and (if required by the TIA or Section 11.01the Indenture Trustee) an Independent CertificateCertificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a11.1(a) and, subject to Section 11.0211.2, each stating that all conditions precedent herein provided for in this Indenture 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. This Indenture shall will cease to be of further effect with respect to the Notes of any Series, except as to (ia) rights of registration of transfer and exchange, (iib) substitution of mutilated, destroyed, lost or stolen Notes, (iiic) the rights of Noteholders to receive payments of principal thereof and interest thereon, (ivd) Sections 3.03, 3.043.05, 3.053.07, 3.08, 3.11, 3.13, 3.14, 3.15, 3.16 3.11 and 3.173.12, (ve) the rights, obligations rights and immunities of the Indenture Trustee hereunder (hereunder, including the rights of the Indenture Trustee under Section 6.07 6.07, and the obligations of the Indenture Trustee under Section 4.02) 4.02 and (vif) 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, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall will execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, such Notes when: (i) either: : (A) all Notes of such Series theretofore authenticated and delivered (other than Notes (1) that Notes which have been destroyed, lost or stolen and that which have been replaced replaced, or paid as provided in Section 2.06 and (2) Notes for whose full payment money has theretofore been 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 3.03) have been delivered to the Indenture Trustee for cancellation; or or (B) all Notes of such Series not theretofore delivered to the Indenture Trustee for cancellation: : (1) have become due and payable, ; (2) will become due and payable at the Class A‑4 Final Scheduled Payment Date within one year at the Series Final Maturity Date for such Class or Series of Notes; 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, in the case of clauses (1), (2) or (3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge (without taking into account any investment earnings thereon) the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to at the related Series Final Scheduled Payment Maturity Date for such Class or Series of Notes or the Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01the related Indenture Supplement), as the case may be; (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer hereunder and under any other Issuer Basic DocumentIssuer; and (iii) the Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s 's Certificate, an Opinion of Counsel and (if required by the TIA or Section 11.01the Indenture Trustee) an Independent CertificateCertificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a12.01(a) and, subject to Section 11.02, and each stating that all conditions precedent herein provided for in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Class A Notes except as to to: (i) rights of registration of transfer and exchange, ; (ii) substitution of mutilated, destroyed, lost or stolen Class A Notes, ; (iii) rights of Class A Noteholders to receive payments of principal thereof and interest thereon, ; (iv) Sections 3.033.3, 3.043.4, 3.053.5, 3.083.7, 3.113.8, 3.10, 3.12, 3.13, 3.14, 3.15, 3.16 and 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 6.07 6.7 and the obligations of the Indenture Trustee under Section 4.02) 4.2); and (vi) the rights of Noteholders Class A Noteholders, the Class A Insurer and the Backup Insurer 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 Class A Notes, when: (i) either: (A) either (1) all Class A Notes theretofore authenticated and delivered (other than (i) Class A Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.4 and (2ii) Class A Notes for whose payment money has theretofore been 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 3.033.3) have been delivered to the Indenture Trustee for cancellation; or or (B2) all Class A Notes not theretofore delivered to the Indenture Trustee for cancellation: (1i) have become due and payable, , (2ii) will become due and payable at the Class A‑4 Stated Final Scheduled Payment Date Maturity within one year or year, or (3iii) 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, in the case of clauses (1i), (2ii) or (3iii) aboveof this clause (2), has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trust Collateral Agent cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Class A Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the related Stated Final Scheduled Payment Date Maturity or Redemption Date (if Class A Notes shall have been called for redemption pursuant to Section 10.0110.1(a)), as the case may be; (iiB) the Issuer has paid or caused to be paid all other sums payable by the Issuer hereunder and under any other Issuer Basic Document; andSecured Obligations; (iiiC) the Issuer has delivered to the Depositor Indenture Trustee, the Class A Insurer and the Indenture Trustee Backup Insurer an Officer’s 's Certificate, an Opinion of Counsel and (if required by the TIA Indenture Trustee or Section 11.01) the Controlling Party an Independent CertificateCertificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a11.1(a) and, subject to Section 11.02, and each stating that all conditions precedent herein provided for in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with; and (D) upon the satisfaction and discharge of the Indenture pursuant to this Section 4.1, the Indenture Trustee shall deliver to the Owner Trustee, the Class A Insurer and the Backup Insurer a certificate of a Responsible Officer stating that the Class A Noteholders, the Class A Insurer, the Backup Insurer and the Indenture Trustee have been paid all amounts owed to them.

Satisfaction and Discharge of Indenture. 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 3.03, 3.04, 3.05, 3.08, 3.113.10, 3.12 and 3.13, 3.14, 3.15, 3.16 and 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 6.07 and the obligations of the Indenture Trustee under Section 4.02) ), 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: (ia) either: (A1) all Notes theretofore authenticated and delivered (other than (A) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.05 and (2B) Notes for whose payment money has theretofore been 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 3.03) have been delivered to the Indenture Trustee for cancellation; or or (B2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: : (1A) have become due and payable, ; (2B) will become due and payable at the Class A‑4 their respective Note Final Scheduled Payment Date Maturity Date, within one year or year; or (3C) 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, in the case of clauses (1A), (2B) or (3C) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such 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 to the related Note Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may beMaturity Date; (iib) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer hereunder and under any other Issuer Basic DocumentIssuer; and (iiic) the Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s CertificateOfficers’ Certificate of the Issuer, an Opinion of Counsel of the Issuer and (if required by the TIA or Section 11.01the Indenture Trustee) an Independent CertificateCertificate 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 in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. 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 3.03, 3.04, 3.053.06, 3.083.09, 3.113.16, 3.13, 3.14, 3.15, 3.16 3.18 and 3.173.19, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.024.11) 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: (iA) either: (A1) all Notes theretofore authenticated and delivered (other than (i) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 4.03 and (2ii) Notes for whose payment money has theretofore been 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 3.03) have been delivered to the Indenture Trustee for cancellation; or or (B2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1) a. have become due and payable, (2) , b. will become due and payable at the Class A‑4 Final Scheduled Payment Date within one year or (3) are to be year, or c. have been called for early redemption within one year under arrangements satisfactory pursuant 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, Section 5.02. and the Issuer, in the case of clauses (1), (2) a. or (3) b. above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such 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 to on the related Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may beDate; (iiB) the Issuer has paid or caused to be paid all other sums payable by the Issuer hereunder and under any other Issuer Basic Documentthe Insurance Agreement by the Issuer; and (iiiC) the Issuer has delivered to the Depositor Indenture Trustee and the Indenture Trustee Note Insurer an Officer’s 's Certificate, 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, 10.01 each stating that all conditions precedent herein provided for in this Indenture relating to the satisfaction and discharge of this Indenture have been complied withwith 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 not have any material adverse tax consequences to the Issuer, any Noteholders or any Certificateholders.

Satisfaction and Discharge of Indenture. 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 3.033.3, 3.043.4, 3.053.5, 3.083.8, 3.113.10, 3.12, 3.13, 3.143.20, 3.15, 3.16 3.21 and 3.173.22, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 6.7 and the obligations of the Indenture Trustee under Section 4.024.2) 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: (iA) either: (A1) all Notes theretofore authenticated and delivered (other than (i) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.5 and (2ii) Notes for whose payment money has theretofore been 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 3.033.3) have been delivered to the Indenture Trustee for cancellation and the Note Policy has expired and been returned to the Security Insurer for cancellation; or or (B2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1i) have become due and payable, , (2ii) will become due and payable at the Class A‑4 their respective Final Scheduled Payment Date Distribution Dates within one year or year, or (3iii) 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, in the case of clauses (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Collateral Agent cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such 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 to the related Final Scheduled Payment Distribution Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.0110.1(a)), as the case may be; (iiB) the Issuer has paid or caused to be paid all other sums payable by the Insurer Issuer hereunder Secured Obligations and under any other all Trustee Issuer Basic DocumentSecured Obligations; and (iiiC) the Issuer has delivered to the Depositor Trustee, the Indenture Collateral Agent and the Indenture Trustee Security Insurer an Officer’s 's Certificate, an Opinion of Counsel and (and, if required by the TIA TIA, the Trustee, the Indenture Collateral Agent or Section 11.01the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) an Independent CertificateCertificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a11.1(a) and, subject to Section 11.02, and each stating that all conditions precedent herein provided for in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. 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 3.033.3, 3.043.4, 3.053.5, 3.083.8, 3.113.10, 3.12, 3.13, 3.14, 3.15, 3.16 and 3.173.22, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 6.7 and the obligations of the Indenture Trustee under Section 4.024.2) 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: (iA) either: (A1) all Notes theretofore authenticated and delivered (other than (i) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.5 and (2ii) Notes for whose payment money has theretofore been 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 3.033.3) have been delivered to the Indenture Trustee for cancellation and the Note Policy has expired and been returned to the Security Insurer for cancellation; or or (B2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1i) have become due and payable, , (2ii) will become due and payable at the Class A‑4 their respective Final Scheduled Payment Date Distribution Dates within one year or year, or (3iii) 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, in the case of clauses (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Collateral Agent cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such 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 to the related Final Scheduled Payment Distribution Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.0110.1(a)), as the case may be; (iiB) the Issuer has paid or caused to be paid all other sums payable by the Insurer Issuer hereunder Secured Obligations and under any other all Trustee Issuer Basic DocumentSecured Obligations; and (iiiC) the Issuer has delivered to the Depositor Trustee, the Indenture Collateral Agent and the Indenture Trustee Security Insurer an Officer’s Certificate, an Opinion of Counsel and (and, if required by the TIA TIA, the Trustee, the Indenture Collateral Agent or Section 11.01the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) an Independent CertificateCertificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a11.1(a) and, subject to Section 11.02, and each stating that all conditions precedent herein provided for in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. 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 3.03, 3.04, 3.05, 3.08, 3.11, 3.13, 3.14, 3.15, 3.16 and 3.17, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.02) 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: (i) either: (A) all Notes theretofore authenticated and delivered (other than Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (2) for whose payment money has theretofore been 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 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1) have become due and payable, (2) will become due and payable at the Class A‑4 A-4 Final Scheduled Payment Distribution 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, in the case of clauses (1), (2) or (3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date such 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 to the related Final Scheduled Payment Distribution Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (ii) the Issuer has paid or caused to be paid all other sums payable by the Issuer hereunder and under any other Issuer Basic Document; and; (iii) 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 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; and (iv) 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 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. 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 any other amount owing in respect thereof, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.113.10, 3.12 and 3.13, 3.14, 3.15, 3.16 and 3.17, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.02) 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: (iA) either: : (A1) all Notes theretofore authenticated and delivered (other than (i) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (2ii) Notes for whose payment money has theretofore been 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 3.03) have been delivered to the Indenture Trustee for cancellation; or or (B2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1) : a. have become due and payable, (2) , b. will become due and payable at the Class A‑4 D Final Scheduled Payment Date within one year or (3) 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, in the case of clauses (1)a., (2) b. or (3) c. above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such 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 to the related Final Scheduled applicable final scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (iiB) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer hereunder and under any other Issuer Basic DocumentIssuer; and (iiiC) 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 Section 11.01the Indenture Trustee) an Independent CertificateCertificate 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 in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to 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) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16 and 3.173.18, (ve) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 6.08 and the obligations of the Indenture Trustee under Section 4.02) 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 of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (i) either: : (A) all Notes theretofore authenticated and delivered (other than Notes (1) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (2) Notes for whose the payment of which money has theretofore been 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 3.03) ), have been delivered to the Indenture Trustee for cancellation; or or (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1) have become due and payable, , (2) will become due and payable at the Class A‑4 Final Scheduled Payment Date payable, as of, November 15, 2023, within one year or of such date 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, in the case of clauses (1), (2A) or (3B) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which that will mature prior to the date such 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 to the related Final Scheduled Payment applicable Stated Maturity Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (ii) the Issuer has paid or caused to be paid all other sums payable by the Issuer hereunder and under any other Issuer Basic Document; and (iii) 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 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. 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) Sections 3.033.3, 3.043.4, 3.053.5, 3.083.8, 3.113.10, 3.12, 3.13, 3.14, 3.15, 3.16 3.19 and 3.17, 3.21; (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 6.7 and the obligations of the Indenture Trustee under Section 4.02) 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 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, whenif: (ia) either: : (A1) all Notes theretofore authenticated and delivered (other than (A) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.5 and (2B) Notes for whose payment money has theretofore been 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 3.033.3) have been delivered to the Indenture Trustee for cancellation; or : or (B2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: : (1A) have become due and payable, , (2B) will become be due and payable at on the Class A‑4 A Final Scheduled Payment Distribution Date within one year or year, or (3C) 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, in the case of clauses (1A), (2B) or (3C) of subsection 4.1(a)(2) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness unpaid principal and accrued interest on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to on the related Class A Final Scheduled Payment Distribution Date for such Notes or the Redemption Date for such Notes (if such Notes shall have been called for redemption pursuant to Section 10.0110.1(a)(i) or (ii), or Section 10.1(b)), as the case may be; (iib) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer hereunder and under any other Issuer Basic DocumentIssuer; and (iiic) the Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s 's Certificate, an Opinion of Counsel and (if required by the TIA or Section 11.01the Indenture Trustee) an Independent CertificateCertificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a11.1(a) and, subject to Section 11.02, and each stating that all conditions precedent herein provided for in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. 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 3.01, 3.03, 3.04, 3.05, 3.07, 3.08, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16 and 3.173.20, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.02) 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: (i) either: (A) either (1) all Notes theretofore therefore authenticated and delivered (other than (i) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.05 and (2ii) Notes for whose payment money has theretofore been 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 3.03) have been delivered to the Indenture Trustee for cancellation; or or (B2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: : (1i) have become due and payable, or (2ii) will become due and payable at the Class A‑4 Final Scheduled Payment Date their respective final Distribution Dates within one year or year, or (3iii) 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 provided, however, that the Issuer, in the case of clauses (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date such 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 Note not theretofore delivered to the Indenture Trustee for cancellation when due to the related Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may befinal scheduled Distribution Date; (iiB) the Issuer has paid or performed or caused to be paid or performed all other sums payable by amounts and obligations which the Issuer hereunder and may owe to or on behalf of the Indenture Trustee for the benefit of the Noteholders under any other Issuer Basic Documentthis Indenture or the Notes; and (iiiC) the Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s Certificate, Certificate and an Opinion of Counsel and (if required by the TIA or Section 11.01the Indenture Trustee) an Independent CertificateCertificate 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 in this Indenture relating to the satisfaction and discharge of this Indenture have been complied withwith and the Rating Agency Condition has been satisfied.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to 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) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16 and 3.173.18, (ve) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 6.08 and the obligations of the Indenture Trustee under Section 4.02) 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 of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (i) either: : (A) all Notes theretofore authenticated and delivered (other than Notes (1) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (2) Notes for whose the payment of which money has theretofore been 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 3.03) ), have been delivered to the Indenture Trustee for cancellation; or 25 (2024-B Indenture) (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1) have become due and payable, , (2) will become due and payable at the Class A‑4 Final Scheduled Payment Date payable, as of, October 15, 2031, within one year or of such date 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, in the case of clauses (1), (2A) or (3B) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which that will mature prior to the date such 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 to the related Final Scheduled Payment applicable Stated Maturity Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 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 hereunder including, but not limited to, fees, reimbursements, indemnities and under any other Issuer Basic Documentexpenses due to the Indenture Trustee; and (iii) 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 Section 11.01the Indenture Trustee) an Independent CertificateCertificate 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 in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to 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) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16 and 3.173.18, (ve) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 6.08 and the obligations of the Indenture Trustee under Section 4.02) 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 of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (i) either: : (A) all Notes theretofore authenticated and delivered (other than Notes (1) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (2) Notes for whose the payment of which money has theretofore been 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 3.03) ), have been delivered to the Indenture Trustee for cancellation; or or (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1) have become due and payable, , (2) will become due and payable at the Class A‑4 Final Scheduled Payment Date payable, as of, January 16, 2029, within one year or of such date 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, in the case of clauses (1), (2A) or (3B) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which that will mature prior to the date such 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 to the related Final Scheduled Payment applicable Stated Maturity Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 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 hereunder including, but not limited to, fees, reimbursements, indemnities and under any other Issuer Basic Documentexpenses due to the Indenture Trustee; and (iii) 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 Section 11.01the Indenture Trustee) an Independent CertificateCertificate 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 in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.. 26 (2022-B Indenture)

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to 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) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16 and 3.173.18, (ve) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 6.08 and the obligations of the Indenture Trustee under Section 4.02) 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 of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (i) either: : (A) all Notes theretofore authenticated and delivered (other than Notes (1) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (2) Notes for whose the payment of which money has theretofore been 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 3.03) ), have been delivered to the Indenture Trustee for cancellation; or 23 (2018-B Indenture) (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1) have become due and payable, , (2) will become due and payable at the Class A‑4 Final Scheduled Payment Date payable, as of, August 15, 2025, within one year or of such date 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, in the case of clauses (1), (2A) or (3B) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which that will mature prior to the date such 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 to the related Final Scheduled Payment applicable Stated Maturity Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 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 hereunder including, but not limited to, fees, reimbursements, indemnities and under any other Issuer Basic Documentexpenses due to the Indenture Trustee; and (iii) 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 Section 11.01the Indenture Trustee) an Independent CertificateCertificate 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 in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. 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 all other amounts with respect thereto, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.11, 3.13, 3.14, 3.15, 3.16 and 3.17, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 6.07) and the obligations of the Indenture Trustee under Section 4.02) 4.02 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: (ia) either: (A) all Notes theretofore authenticated and delivered (other than Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.05 and (2) for whose payment money has theretofore been 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 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation: cancellation (1) have become due and payable, (2) will become due and payable at on the Class A‑4 D Final Scheduled Payment Distribution 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, in the case of clauses (1), (2) or (3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date such 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 to the related Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (iib) the Issuer has paid or caused to be paid all other sums payable by the Issuer hereunder and under any the other Issuer Basic DocumentDocuments; and (iiic) the Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (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. 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 [3.01, 3.03, 3.04, 3.05, 3.07, 3.08, 3.113.10, 3.12, 3.13, 3.14, 3.15, 3.16 3.15 and 3.173.16], (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.02) 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: (iA) either: (A1) all Notes theretofore authenticated and delivered (other than (i) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.05 and (2ii) Notes for whose payment money has theretofore been 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 3.03) have been delivered to the Indenture Trustee for cancellation; or ; (B2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1i) have become due and payable, or (2ii) will become due and payable at the Class A‑4 Final Scheduled Payment applicable Maturity Date within one year or year, or (3iii) 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, in the case of clauses (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date such 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 to the related Final Scheduled Payment Date or Redemption final scheduled Distribution Date (if Notes shall have been called for redemption pursuant to Section 10.0110.01(a)), as the case may be; (iiB) the Issuer has paid or performed or caused to be paid or performed all other sums payable by amounts and obligations which the Issuer hereunder and may owe to or on behalf of the Indenture Trustee for the benefit of the Noteholders under any other Issuer Basic Documentthis Indenture or the Notes; and (iiiC) the Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s Certificate, 's Certificate and an Opinion of Counsel and (if required by the TIA or Section 11.01the Indenture Trustee) an Independent CertificateCertificate 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 in this Indenture relating to the satisfaction and discharge of this Indenture have been complied withwith and the Rating Agency Condition has been satisfied.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to 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) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16 and 3.173.18, (ve) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 6.08 and the obligations of the Indenture Trustee under Section 4.02) 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 of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (i) either: : (A) all Notes theretofore authenticated and delivered (other than Notes (1) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (2) Notes for whose the payment of which money has theretofore been 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 3.03) ), have been delivered to the Indenture Trustee for cancellation; or 25 (2023-A Indenture) (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1) have become due and payable, , (2) will become due and payable at the Class A‑4 Final Scheduled Payment Date payable, as of, February 15, 2030, within one year or of such date 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, in the case of clauses (1), (2A) or (3B) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which that will mature prior to the date such 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 to the related Final Scheduled Payment applicable Stated Maturity Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 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 hereunder including, but not limited to, fees, reimbursements, indemnities and under any other Issuer Basic Documentexpenses due to the Indenture Trustee; and (iii) 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 Section 11.01the Indenture Trustee) an Independent CertificateCertificate 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 in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. 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 3.033.3, 3.043.4, 3.053.5, 3.083.8, 3.113.10, 3.133.12, 3.14, 3.15, 3.13 and 3.16 and 3.17hereof, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including including, without limitation, the rights of the Indenture Trustee under Section 6.07 6.7 hereof and the obligations of the Indenture Trustee under Section 4.024.2 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: (ia) either: either (Ax) all Notes theretofore authenticated and delivered (other than (i) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.5 hereof and (2ii) Notes for whose payment money has theretofore been 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 3.033.3 hereof) have been delivered to the Indenture Trustee for cancellation; or (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1) have become due and payable, (2) will become due and payable at the Class A‑4 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, in the case of clauses (1), (2) or (3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date such 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 to the related Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (ii) the Issuer has paid or caused to be paid all other sums payable by the Issuer hereunder and under any other Issuer Basic Document; and (iii) 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 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.or

Satisfaction and Discharge of Indenture. This Indenture (a) The following shall cease to be survive the satisfaction and discharge of further effect with respect to the Notes except as to this Indenture: (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen NotesNotes pursuant to Section 4.03, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.053.06, 3.083.10, 3.113.19, 3.133.21, 3.143.22, 3.154.05, 3.16 6.07, 11.15 and 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 6.07 and the obligations of the Indenture Trustee under Section 4.024.07) 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, . This Indenture shall cease to be of further effect with respect to the Notes (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: (iA) either: (A1) all Notes theretofore authenticated and delivered (other than (i) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 4.03 and (2ii) Notes for whose payment money has theretofore been 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 3.03) have been delivered to the Indenture Trustee for cancellationcancellation (two Business Days prior to the final Payment Date) pursuant to Section 4.02(v); or or (B2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: : (1i) have become due and payable, ; or (2ii) will become due and payable at the Class A‑4 Final Scheduled Payment Date mature 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, in the case of clauses (1), (22)(i) or (3ii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such 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 to the related Final Scheduled Payment Date or Stated Maturity therefor, Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01Article X), as the case may be; (ii) be and, unless each Holder of each Note has consented to such deposit and satisfaction and discharge of this Indenture, the Issuer has paid delivered to the Trustee an opinion of U.S. tax counsel of nationally recognized standing in the United States experienced in such matters to the effect that the Holders of the Notes would recognized no gain or caused to be paid all other sums payable by the Issuer hereunder loss for U.S. federal income tax purposes solely as a result of such deposit and under any other Issuer Basic Documentsatisfaction and discharge of this Indenture; and (iiiB) the Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s Certificate, Certificate and an Opinion of Counsel Counsel, which may be internal counsel to the Issuer or the Servicer and (if required requested by the TIA or Section 11.01) an Independent CertificateTrustee, each a certificate from a firm of acceptable public accountants, meeting the applicable requirements of Section 11.01(a) 11.02 and, subject to Section 11.02, each stating that all conditions precedent herein provided for in this Indenture relating to the satisfaction and discharge of this Indenture with respect to the Notes have been complied with; (C) [reserved]; and (D) the Issuer has made payment of all other sums due under this Indenture, the Trust Agreement and the Sale and Servicing Agreement. (b) By acceptance of any Note, the Holder thereof agrees to surrender such Note to the Trustee promptly upon such Noteholder’s receipt of the final payment thereon or as otherwise provided in the Transaction Documents.

Satisfaction and Discharge of Indenture. This (a) 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) Sections 3.03, 3.04, 3.05, 3.08, 3.11, 3.13, 3.14, 3.15, 3.16 and 3.17, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.02) 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 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, whenif: (i) either: (A) all Notes theretofore that have been authenticated and delivered (other than (A) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.5 and (2B) Notes for whose which payment money has theretofore been 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 3.033.3) have been delivered to the Indenture Trustee for cancellation; or (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1) have become due and payable, (2) will become due and payable at the Class A‑4 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, in the case of clauses (1), (2) or (3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date such 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 to the related Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (ii) the Issuer has paid or caused to be paid all other sums payable by it under the Issuer hereunder and under any other Issuer 2012-A Basic DocumentDocuments by the Issuer; and (iii) the Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s Certificate, Certificate and an Opinion of Counsel and (if required by the TIA or Section 11.01) an Independent CertificateCounsel, each meeting to the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating effect that all conditions precedent provided for in this Indenture relating to the satisfaction and discharge of this Indenture pursuant to this Section 4.1(a) have been complied with. (b) After the satisfaction and discharge of this Indenture pursuant to Section 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 rights of Noteholders to receive payments of principal of and interest on the Notes, (iv) Sections 3.3, 3.4, 3.5, 3.7, 3.10, 3.12, 3.13, 3.14 and 3.15, (v) the rights, obligations and immunities of the Indenture Trustee under this Indenture and (vi) the rights of the 2012-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. This Indenture shall cease to be of further effect with respect to 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) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16 and 3.173.18, (ve) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.02) 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 of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (i) either: : (A) all Notes theretofore authenticated and delivered (other than Notes (1) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (2) Notes for whose the payment of which money has theretofore been 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 3.03) ), have been delivered to the Indenture Trustee for cancellation; or or (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1) have become due and payable, , (2) will become due and payable at the Class A‑4 Final Scheduled Payment Date payable, as of December 15, 2016, within one year or of such date 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, in the case of clauses (1)a, (2) b, or (3) c above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which that will mature prior to the date such 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 to the related Final Scheduled Payment applicable Stated Maturity Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 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 hereunder including, but not limited to, fees, reimbursements, indemnities and under any other Issuer Basic Documentexpenses due to the Indenture Trustee; and (iii) 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 Section 11.01the Indenture Trustee) an Independent CertificateCertificate 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 in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to 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) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16 and 3.173.18, (ve) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 6.08 and the obligations of the Indenture Trustee under Section 4.02) 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 of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (i) either: : (A) all Notes theretofore authenticated and delivered (other than Notes (1) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (2) Notes for whose the payment of which money has theretofore been 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 3.03) ), have been delivered to the Indenture Trustee for cancellation; or or (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1) have become due and payable, , (2) will become due and payable at the Class A‑4 Final Scheduled Payment Date payable, as of, February 17, 2032, within one year or of such date 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, in the case of clauses (1), (2A) or (3B) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which that will mature prior to the date such 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 to the related Final Scheduled Payment applicable Stated Maturity Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 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 hereunder including, but not limited to, fees, reimbursements, indemnities and under any other Issuer Basic Documentexpenses due to the Indenture Trustee; and (iii) 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 Section 11.01the Indenture Trustee) an Independent CertificateCertificate 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 in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to 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) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16 and 3.173.18, (ve) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 6.08 and the obligations of the Indenture Trustee under Section 4.02) 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 of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (i) either: : (A) all Notes theretofore authenticated and delivered (other than Notes (1) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (2) Notes for whose the payment of which money has theretofore been 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 3.03) ), have been delivered to the Indenture Trustee for cancellation; or or (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1) have become due and payable, , (2) will become due and payable at the Class A‑4 Final Scheduled Payment Date payable, as of, May 15, 2024, within one year or of such date 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, in the case of clauses (1), (2A) or (3B) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which that will mature prior to the date such 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 to the related Final Scheduled Payment applicable Stated Maturity Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be;; 24 (2017-B Indenture) (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer hereunder including, but not limited to, fees, reimbursements, indemnities and under any other Issuer Basic Documentexpenses due to the Indenture Trustee; and (iii) 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 Section 11.01the Indenture Trustee) an Independent CertificateCertificate 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 in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. 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 3.03, 3.04, 3.05, 3.08, 3.113.10, 3.12 and 3.13, 3.14, 3.15, 3.16 and 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 6.07 and the obligations of the Indenture Trustee under Section 4.02) ), 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: (ia) either: (A1) all Notes theretofore authenticated and delivered (other than (A) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.05 and (2B) Notes for whose payment money has theretofore been 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 3.03) have been delivered to the Indenture Trustee for cancellation; or or (B2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: : (1A) have become due and payable, ; (2B) will become due and payable at the Class A‑4 their respective Note Final Scheduled Payment Date Maturity Date, within one year or year; or (3C) 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, in the case of clauses (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such 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 to the related Note Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may beMaturity Date; (iib) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer hereunder and under any other Issuer Basic DocumentIssuer; and (iiic) the Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s CertificateOfficers’ Certificate of the Issuer, an Opinion of Counsel and (if required by the TIA or Section 11.01the Indenture Trustee) an Independent CertificateCertificate 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 in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to 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) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16 and 3.173.18, (ve) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 6.08 and the obligations of the Indenture Trustee under Section 4.02) 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 of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (i) either: : (A) all Notes theretofore authenticated and delivered (other than Notes (1) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (2) Notes for whose the payment of which money has theretofore been 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 3.03) ), have been delivered to the Indenture Trustee for cancellation; or or (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1) have become due and payable, , (2) will become due and payable at the Class A‑4 Final Scheduled Payment Date payable, as of, June 15, 2028, within one year or of such date 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, in the case of clauses (1), (2A) or (3B) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which that will mature prior to the date such 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 to the related Final Scheduled Payment applicable Stated Maturity Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 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 hereunder including, but not limited to, fees, reimbursements, indemnities and under any other Issuer Basic Documentexpenses due to the Indenture Trustee; and (iii) 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 Section 11.01the Indenture Trustee) an Independent CertificateCertificate 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 in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.. 25 (2021-C Indenture)

Satisfaction and Discharge of Indenture. This If at any time (a) the Issuer shall have paid or caused to be paid the Principal of and interest on all the Securities of any series outstanding hereunder, as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.7 or paid), and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such series (including payment of all sums due the Trustee pursuant to Section 7.7), then this Indenture shall cease to be of further effect with respect to the Notes Securities of such series (except as to (i) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, if any, (ii) substitution of apparently mutilated, defaced, destroyed, lost or stolen NotesSecurities, (iii) rights of Noteholders the Holders to receive payments of principal Principal thereof and interest thereonthereon from the trust fund established pursuant to Section 8.2, and remaining rights of the Holders to receive mandatory sinking fund payments, if any, from the trust fund established pursuant to Section 8.2, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.11, 3.13, 3.14, 3.15, 3.16 and 3.17, (v) the rights, obligations and immunities of the Indenture Trustee hereunder hereunder, (including v) the rights of the Indenture Trustee under Section 6.07 and the obligations Securityholders of the Indenture Trustee under Section 4.02) and (vi) the rights of Noteholders such series as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, (vi) all other obligations of the Issuer in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 7.7, 7.8 and 8.6 and (vii) the Issuer's rights pursuant to Sections 7.8, 8.5 and 8.6), 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: (i) either: (A) all Notes theretofore authenticated and delivered (other than Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (2) for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer accompanied by an Officers' Certificate and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1) have become due and payable, (2) will become due and payable at the Class A‑4 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, in the case of clauses (1), (2) or (3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date such 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 to the related Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (ii) the Issuer has paid or caused to be paid all other sums payable by the Issuer hereunder and under any other Issuer Basic Document; and (iii) the Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and Counsel, (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) and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to Securities of such series. 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 Securities of such series.

Satisfaction and Discharge of Indenture. 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 3.02, 3.03, 3.04, 3.05, 3.08, 3.113.10, 3.12, 3.13, 3.14, 3.15, 3.16 and 3.173.18 hereof, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 hereof and the obligations of the Indenture Trustee under Section 4.024.02 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, which shall survive the Final Maturity Date of the Notes 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: (i) either: (A) Either: 1. all Notes theretofore authenticated and delivered (other than (i) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.05 hereof and (2ii) Notes for whose payment money has theretofore been 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 3.033.03 hereof) have been delivered to the Indenture Trustee for cancellation; or (B) or 2. all Notes not theretofore delivered to the Indenture Trustee for cancellation: : (1i) have become due and payable, , (2ii) will become due and payable at the respective Final Maturity Date of each Class A‑4 Final Scheduled Payment Date of Notes within one year or year, or (3iii) 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, in the case of clauses (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date such amounts are payable), Eligible Investments 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 to the related Final Scheduled Payment Maturity Date of the Class D Notes or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.0111.01 hereof), as the case may be; (iiB) the Issuer has paid or performed or caused to be paid or performed all other sums payable by amounts and obligations which the Issuer hereunder and may owe to or on behalf of the Indenture Trustee for the benefit of the Noteholders under any other Issuer Basic Document; andthis Indenture or the Notes (iiiC) the Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s 's Certificate, an Opinion of Counsel and (if required by the TIA Trust Indenture Act or Section 11.01the Indenture Trustee) an Independent CertificateCertificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a12.01(a) hereof and, subject to Section 11.0212.02 hereof, each stating that all conditions precedent herein provided for in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with; and (D) upon the satisfaction and discharge of the Indenture pursuant to this Section 4.01, the Indenture Trustee shall deliver to the Owner Trustee a certificate of a Responsible Officer stating (i) that the Noteholders (based on a certificate delivered to the Indenture Trustee by the Issuer) and the Indenture Trustee have been paid all amounts owed to them, and (ii) either (a) stating that to the actual knowledge of such Responsible Officer, the Indenture Trustee has not received written notice of any claims remaining against the Issuer, or (b) stating that the only pending or threatened claims actually known to such Responsible Officer (including contingent and unliquidated claims) are those listed on a schedule to such certificate.

Satisfaction and Discharge of Indenture. 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 3.01, 3.03, 3.04, 3.05, 3.07, 3.08, 3.113.10, 3.12, 3.13, 3.14, 3.15, 3.16 3.15 and 3.173.16, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.02) 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 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: (iA) either: (A1) all Notes theretofore authenticated and delivered (other than (i) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.05 and (2ii) Notes for whose payment money has theretofore been 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 3.03) have been delivered to the Indenture Trustee for cancellation; or or (B2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1i) have become due and payable, or (2ii) will become due and payable at the Class A‑4 Final Scheduled Payment applicable Maturity Date within one year or year, or (3iii) 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, in the case of clauses (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date such 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 to the related Final Scheduled Payment Date or Redemption final scheduled Distribution Date (if Notes shall have been called for redemption pursuant to Section 10.0110.01(a)), as the case may be; (iiB) the Issuer has paid or performed or caused to be paid or performed all other sums payable by amounts and obligations which the Issuer hereunder and may owe to or on behalf of the Indenture Trustee for the benefit of the Noteholders under any other Issuer Basic Documentthis Indenture or the Notes; and (iiiC) the Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s Certificate, 's Certificate and an Opinion of Counsel and (if required by the TIA or Section 11.01) an Independent CertificateCertificate 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 in this Indenture relating to the satisfaction and discharge of this Indenture have been complied withwith and the Rating Agency Condition has been satisfied.

Satisfaction and Discharge of Indenture. 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 3.01, 3.03, 3.04, 3.05, 3.07, 3.08, 3.113.10, 3.12, 3.13, 3.14, 3.15, 3.16 3.15 and 3.173.16, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.02) 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: (iA) either: (A1) all Notes theretofore authenticated and delivered (other than (i) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.05 and (2ii) Notes for whose payment money has theretofore been 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 3.03) have been delivered to the Indenture Trustee for cancellation; or ; (B2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1i) have become due and payable, or (2ii) will become due and payable at the Class A‑4 Final Scheduled Payment applicable Maturity Date within one year or year, or (3iii) 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, in the case of clauses (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date such 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 to the related Final Scheduled Payment Date or Redemption final scheduled Distribution Date (if Notes shall have been called for redemption pursuant to Section 10.0110.01(a)), as the case may be; (iiB) the Issuer has paid or performed or caused to be paid or performed all other sums payable by amounts and obligations which the Issuer hereunder and may owe to or on behalf of the Indenture Trustee for the benefit of the Noteholders under any other Issuer Basic Documentthis Indenture or the Notes; and (iiiC) the Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s Certificate, 's Certificate and an Opinion of Counsel and (if required by the TIA or Section 11.01the Indenture Trustee) an Independent CertificateCertificate 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 in this Indenture relating to the satisfaction and discharge of this Indenture have been complied withwith and the Rating Agency Condition has been satisfied.

Satisfaction and Discharge of Indenture. 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 3.03, 3.04, 3.053.06, 3.083.10, 3.113.19, 3.13, 3.14, 3.15, 3.16 3.21 and 3.173.22, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.024.11) 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: (iA) either: (A1) all Notes theretofore authenticated and delivered (other than (i) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 4.03 and (2ii) Notes for whose payment money has theretofore been 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 3.03) have been delivered to the Indenture Trustee for cancellation; or or (B2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1) cancellation a. have become due and payable, (2) will become due and payable at the Class A‑4 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, in the case of clauses (1), (2) or (3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date such 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 to the related Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (ii) the Issuer has paid or caused to be paid all other sums payable by the Issuer hereunder and under any other Issuer Basic Document; and (iii) 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 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.or

Satisfaction and Discharge of Indenture. 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 3.033.3, 3.043.4, 3.053.5, 3.083.8, 3.113.10, 3.12 and 3.13, 3.14, 3.15, 3.16 and 3.17, (v) the rights, obligations and immunities of the Indenture Trustee and the Indenture Administrator hereunder (including including, without limitation, the rights of the Indenture Trustee and the Indenture Administrator under Section 6.07 6.7 and the obligations of the Indenture Trustee Administrator under Section 4.024.2) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee 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: (ia) either: Either: (A1) all Notes theretofore authenticated and delivered (other than (i) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.5 and (2ii) Notes for whose payment money has theretofore been 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 3.033.3) have been delivered to the Indenture Trustee Administrator for cancellation; or or (B2) all Notes not theretofore delivered to the Indenture Trustee Administrator for cancellation: : (1i) have become due and payable, ; (2ii) will become due and payable at the Class A‑4 their respective Note Final Scheduled Payment Date Maturity Date, within one year or year; or (3iii) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee Administrator for the giving of notice of redemption by the Indenture Trustee Administrator in the name, and at the expense, of the Issuer, and the Issuer, in the case of clauses (1), (2i) or (3ii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Administrator on behalf of the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such 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 Administrator for cancellation when due to the related Note Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may beMaturity Date; (iib) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer hereunder and under any other Issuer Basic DocumentIssuer; and (iiic) the Issuer has delivered to the Depositor Indenture Trustee and the Indenture Trustee Administrator an Officer’s CertificateOfficers’ Certificate of the Issuer, an Opinion of Counsel of the Issuer and (if required by the TIA or Section 11.01the Indenture Trustee) an Independent CertificateCertificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a11.1(a) and, subject to Section 11.0211.2, each stating that all conditions precedent herein provided for in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. 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) Sections 3.033.3, 3.043.4, 3.053.5, 3.083.8, 3.113.10, 3.12, 3.13, 3.14, 3.15, 3.16 3.19 and 3.17, 3.21; (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 6.7 and the obligations of the Indenture Trustee under Section 4.02) 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 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, whenif: (a) either: (i) either: (A) all Notes theretofore authenticated and delivered (other than (A) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.5 and (2B) Notes for whose payment money has theretofore been 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 3.033.3) have been delivered to the Indenture Trustee for cancellation; or or (Bii) all Notes not theretofore delivered to the Indenture Trustee for cancellation: : (1A) have become due and payable, , (2B) will become be due and payable at the Class A‑4 Final Scheduled Payment Date on their respective stated final maturity dates within one year or year, or (3C) 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, in the case of clauses (1A), (2B) or (3C) of subsection 4.1(a)(ii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness unpaid principal and accrued interest on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the related Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may bedue; (iib) the Issuer has paid or caused to be paid or performed all other sums payable by amounts and obligations which the Issuer hereunder and may owe to or on behalf of the Indenture Trustee for the benefit of the Noteholders under any other Issuer Basic Documentthis Indenture or the Notes; and (iiic) the Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s Certificate's Certificate of the Issuer, an Opinion of Counsel and (if required by the TIA or Section 11.01the Indenture Trustee) an Independent CertificateCertificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a11.1(a) and, subject to Section 11.02, and each stating that all conditions precedent herein provided for in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to 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) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16 and 3.173.18, (ve) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 6.08 and the obligations of the Indenture Trustee under Section 4.02) 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 of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (i) either: : (A) all Notes theretofore authenticated and delivered (other than Notes (1) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (2) Notes for whose the payment of which money has theretofore been 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 3.03) ), have been delivered to the Indenture Trustee for cancellation; or or (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1) have become due and payable, , (2) will become due and payable at the Class A‑4 Final Scheduled Payment Date payable, as of, September 15, 2023, within one year or of such date 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, in the case of clauses (1), (2A) or (3B) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which that will mature prior to the date such 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 to the related Final Scheduled Payment applicable Stated Maturity Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 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 hereunder including, but not limited to, fees, reimbursements, indemnities and under any other Issuer Basic Documentexpenses due to the Indenture Trustee; and (iii) 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 Section 11.01the Indenture Trustee) an Independent CertificateCertificate 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 in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. 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 3.03, 3.04, 3.05, 3.08, 3.113.10, 3.133.12, 3.14, 3.15, 3.16 3.13 and 3.1711.17, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.02) 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: (iA) either: (A1) all Notes theretofore authenticated and delivered (other than (i) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.05 and (2ii) Notes for whose payment money has theretofore been 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 3.03) have been delivered to the Indenture Trustee for cancellation; or or (B2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: : (1i) have become due and payable, ; (2ii) will become due and payable at (A) the Class A‑4 A-1 Note Final Scheduled Payment Distribution Date within one year or with respect to the Class A-1 Notes, (3B) the Class A-2 Note Final Scheduled Distribution Date with respect to the Class A-2 Notes, (C) the Class A-3 Note Final Scheduled Distribution Date with respect to the Class A-3 Notes and (D) the Class B Note Final Scheduled Distribution Date with respect to the Class B Notes; 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, in the case of clauses (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such 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 to (x) the related Class A-1 Note Final Scheduled Payment Distribution Date, Class A-2 Note Final Scheduled Distribution Date, Class A-3 Note Final Scheduled Distribution Date or Class B Note Final Scheduled Distribution Date, as applicable, or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.0110.01(a)), as the case may be; (iiB) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer hereunder and under any other Issuer Basic DocumentIssuer; and (iiiC) the Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s 's Certificate, an Opinion of Counsel and (if required by the TIA or Section 11.01the Indenture Trustee) an Independent CertificateCertificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, and each stating that all conditions precedent herein provided for in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. 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 3.03, 3.04, 3.05, 3.07, 3.08, 3.10, 3.11, 3.133.12, 3.14, 3.15, 3.16 3.17 and 3.173.18, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.02) 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 themthem and (vii) the obligation of the Indenture Trustee to make claims under the Policy, which shall survive the Class A-2 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: (iA) either: (A1) all Notes theretofore authenticated and delivered (other than (i) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.05 and (2ii) Notes for whose payment money has theretofore been 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 3.03) have been delivered to the Indenture Trustee for cancellation and the Policy has expired and been returned to the Insurer for cancellation; or or (B2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1i) have become due and payable, , (2ii) will become due and payable at the Class A‑4 A-2 Final Scheduled Payment Distribution Date within one year or year, or (3iii) 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, in the case of clauses (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date such 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 to the related Class A-2 Final Scheduled Payment Distribution Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (iiB) the Issuer has paid or performed or caused to be paid or performed all other sums payable by amounts and obligations which the Issuer hereunder 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 any other Issuer this Indenture and the Basic DocumentDocuments; and (iiiC) the Issuer has delivered to the Depositor Indenture Trustee and the Indenture Trustee Insurer an Officer’s 's Certificate, an Opinion of Counsel and (if required by the TIA or Section 11.01TIA, the Indenture Trustee) an Independent CertificateCertificate 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 in this Indenture relating to the satisfaction and discharge of this Indenture have been complied withwith and the Rating Agency Condition has been satisfied.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to 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) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16 and 3.173.18, (ve) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 6.08 and the obligations of the Indenture Trustee under Section 4.02) 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 of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (i) either: : (A) all Notes theretofore authenticated and delivered (other than Notes (1) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (2) Notes for whose the payment of which money has theretofore been 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 3.03) ), have been delivered to the Indenture Trustee for cancellation; or or (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1) have become due and payable, , (2) will become due and payable at the Class A‑4 Final Scheduled Payment Date payable, as of, February 15, 2030, within one year or of such date 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, in the case of clauses (1), (2A) or (3B) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which that will mature prior to the date such 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 to the related Final Scheduled Payment applicable Stated Maturity Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 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 hereunder including, but not limited to, fees, reimbursements, indemnities and under any other Issuer Basic Documentexpenses due to the Indenture Trustee; and (iii) 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 Section 11.01the Indenture Trustee) an Independent CertificateCertificate 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 in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to 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) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16 and 3.173.18, (ve) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 6.08 and the obligations of the Indenture Trustee under Section 4.02) 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 of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (i) either: : (A) all Notes theretofore authenticated and delivered (other than Notes (1) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (2) Notes for whose the payment of which money has theretofore been 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 3.03) ), have been delivered to the Indenture Trustee for cancellation; or or (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1) have become due and payable, , (2) will become due and payable at the Class A‑4 Final Scheduled Payment Date payable, as of, December 15, 2026, within one year or of such date 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, in the case of clauses (1), (2A) or (3B) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which that will mature prior to the date such 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 to the related Final Scheduled Payment applicable Stated Maturity Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (ii) the Issuer has paid or caused to be paid all other sums payable by the Issuer hereunder and under any other Issuer Basic Document; and (iii) 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 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. This (a) 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) Sections 3.03, 3.04, 3.05, 3.08, 3.11, 3.13, 3.14, 3.15, 3.16 and 3.17, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.02) 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 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, whenif: (i) either: (A) all Notes theretofore that have been authenticated and delivered (other than (A) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.5 and (2B) Notes for whose which payment money has theretofore been 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 3.033.3) have been delivered to the Indenture Trustee for cancellation; or (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1) have become due and payable, (2) will become due and payable at the Class A‑4 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, in the case of clauses (1), (2) or (3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date such 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 to the related Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (ii) the Issuer has paid or caused to be paid all other sums payable by it under the Issuer hereunder and under any other Issuer 2012-B Basic DocumentDocuments by the Issuer; and (iii) the Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s Certificate, Certificate and an Opinion of Counsel and (if required by the TIA or Section 11.01) an Independent CertificateCounsel, each meeting to the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating effect that all conditions precedent provided for in this Indenture relating to the satisfaction and discharge of this Indenture pursuant to this Section 4.1(a) have been complied with. (b) After the satisfaction and discharge of this Indenture pursuant to Section 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 rights of Noteholders to receive payments of principal of and interest on the Notes, (iv) Sections 3.3, 3.4, 3.5, 3.7, 3.10, 3.12, 3.13, 3.14 and 3.15, (v) the rights, obligations and immunities of the Indenture Trustee under this Indenture and (vi) the rights of the 2012-B 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. 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 (including any Note Interest Carryover) thereon, (iv) Sections 3.033.3, 3.043.4, 3.053.5, 3.083.8, 3.113.10, 3.12 and 3.13, 3.14, 3.15, 3.16 and 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 6.07 6.7 and the obligations of the Indenture Trustee under Section 4.024.2) 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: (ia) either: (A1) all Notes theretofore authenticated and delivered (other than (i) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.5 and (2ii) Notes for whose payment money has theretofore been 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 3.033.3) have been delivered to the Indenture Trustee for cancellation; or or (B2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1i) have become due and payable, , (2ii) will become due and payable at the Class A‑4 their respective Note Final Scheduled Payment Date Maturity Date, within one year or year, or (3iii) 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, in the case of clauses (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such 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 to the related Note Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may beMaturity Date; (iib) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer hereunder and under any other Issuer Basic DocumentIssuer; and (iiic) the Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s CertificateOfficers' Certificate of the Issuer, an Opinion of Counsel and (if required by the TIA or Section 11.01the Indenture Trustee) an Independent CertificateCertificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a11.1(a) and, subject to Section 11.0211.2, each stating that all conditions precedent herein provided for in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. 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 3.033.3, 3.043.4, 3.053.5, 3.083.8, 3.113.10, 3.12, 3.13, 3.14, 3.15, 3.16 3.20 and 3.173.21, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 6.7 and the obligations of the Indenture Trustee under Section 4.024.2) 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: (iA) either: (A1) all Notes theretofore authenticated and delivered (other than (i) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.5 and (2ii) Notes for whose payment money has theretofore been 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 3.033.3) have been delivered to the Indenture Trustee for cancellation [and the Note Policy has expired and been returned to the Note Insurer for cancellation]; or or (B2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1i) have become due and payable, , (2ii) will become due and payable at on the Class A‑4 Final Scheduled Payment Date within one year or year, or (3iii) 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, in the case of clauses (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such 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 to on the related Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.0110.1(a)), as the case may be; (iiB) the Issuer has paid or caused to be paid all other sums payable by its obligations to [the Issuer hereunder Note Insurer,] the Noteholders and under any other Issuer Basic Documentthe Indenture Trustee; and (iiiC) the Issuer has delivered to the Depositor Indenture Trustee [and the Indenture Trustee Note Insurer] an Officer’s Certificate, 's Certificate and an Opinion of Counsel and (if required by the TIA or Section 11.01) an Independent CertificateCounsel, each meeting the applicable requirements of Section 11.01(a11.1(a) and, subject to Section 11.02, and each stating that all conditions precedent herein provided for in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. 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 3.01, 3.03, 3.04, 3.05, 3.07, 3.08, 3.113.10, 3.12, 3.13, 3.14, 3.15, 3.16 3.15 and 3.173.16, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 Article VI and the obligations of the Indenture Trustee under Section 4.02) 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: (i) either: (A) either 1. all Notes theretofore authenticated and delivered (other than (i) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.05 and (2ii) Notes for whose payment money has theretofore been 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 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) or 2. all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1i) have become due and payable, or (2ii) will become due and payable at the Class A‑4 Final Scheduled Payment applicable Maturity Date within one year or year, or (3iii) 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, expense of the Issuer, and the Issuer, Issuer in the case of clauses (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date such 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 to the related Final Scheduled final scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.0110.01(a)), as the case may be; (iiB) 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 other sums payable amounts owing to the Indenture Trustee for the administration of the trust, including the disposition of amounts paid by the Issuer hereunder and under any other Issuer Basic Documentpursuant to this Section 4.01; and (iiiC) the Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s Certificate, 's Certificate and an Opinion of Counsel and (if required by the TIA or Section 11.01the Indenture Trustee) an Independent CertificateCertificate 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 in this Indenture relating to the satisfaction and discharge of this Indenture have been complied withwith and the Rating Agency Condition has been satisfied.

Satisfaction and Discharge of Indenture. 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 3.01, 3.03, 3.04, 3.05, 3.07, 3.08, 3.113.10, 3.12, 3.13, 3.14, 3.15, 3.16 3.15 and 3.173.16, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.02) 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: (i) either: (A) either 1. all Notes theretofore authenticated and delivered (other than (i) Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.05 and (2ii) Notes for whose payment money has theretofore been 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 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) ; 2. all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1i) have become due and payable, or (2ii) will become due and payable at the Class A‑4 Final Scheduled Payment applicable Maturity Date within one year or year, or (3iii) 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, in the case of clauses (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, Trustee cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date such 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 to the related Final Scheduled final scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.0110.01(a)), as the case may be; (iiB) the Issuer has paid or performed or caused to be paid or performed all other sums payable by amounts and obligations which the Issuer hereunder and may owe to or on behalf of the Indenture Trustee for the benefit of the Noteholders under any other Issuer Basic Documentthis Indenture or the Notes; and (iiiC) the Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s Certificate, 's Certificate and an Opinion of Counsel and (if required by the TIA or Section 11.01the Indenture Trustee) an Independent CertificateCertificate 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 in this Indenture relating to the satisfaction and discharge of this Indenture have been complied withwith and the Rating Agency Condition has been satisfied.