Common use of Satisfaction, Discharge and Defeasance of the Notes Clause in Contracts

Satisfaction, Discharge and Defeasance of the Notes. (a) Upon satisfaction of the conditions set forth in Section 4.2(b) below, the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Notes Outstanding, and the provisions of this Indenture, as it relates to such Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to: (i) the rights of the Noteholders to receive, from the trust funds described in Section 4.2(b)(i), payment of the principal of and interest on the Notes Outstanding at maturity of such principal or interest; (ii) the obligations of the Issuer with respect to the Notes under Section 2.5, Section 2.6, Section 3.2 and Section 3.3; (iii) the obligations of the Issuer to the Indenture Trustee under Section 6.7; and (iv) the rights, powers, trusts and immunities of the Indenture Trustee hereunder and the duties of the Indenture Trustee hereunder. (b) The satisfaction, discharge and defeasance of the Notes pursuant to Section 4.2(a) is subject to the satisfaction of all of the following conditions: (i) the Issuer has deposited or caused to be deposited irrevocably (except as provided in Section 4.4) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Notes, which, through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Notes Outstanding, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may be; (ii) such deposit will not result in a breach or violation of, or constitute an event of default under, any Transaction Document or other agreement or instrument to which the Issuer is bound; (iii) no Event of Default has occurred and is continuing on the date of such deposit or on the ninety-first (91st) day after such date; (iv) the Issuer has delivered to the Depositor and the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction, discharge and defeasance of the Notes pursuant to this Section 4.2 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 (v) the Issuer has delivered to the Depositor and the Indenture Trustee an Issuer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to the defeasance contemplated by this Section 4.2 have been complied with.

Satisfaction, Discharge and Defeasance of the Notes. (a) Upon satisfaction of the conditions set forth in Section 4.2(b) below4.02(b), the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Notes Outstanding, and the provisions of this Indenture, as it relates to such Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to: (i) the rights of the Noteholders to receive, from the trust funds described in Section 4.2(b)(i4.02(b)(i), payment of the principal of and interest on the Notes Outstanding at maturity of such principal or interest; (ii) the obligations of the Issuer with respect to the Notes under Section 2.5Sections 2.05, Section 2.62.06, Section 3.2 3.02 and Section 3.33.03; (iii) the obligations of the Issuer Administrator to the Indenture Trustee under Section 6.76.07; and (iv) the rights, powers, trusts and immunities of the Indenture Trustee hereunder and the duties of the Indenture Trustee hereunder. (b) The satisfaction, discharge and defeasance of the Notes pursuant to Section 4.2(a4.02(a) is subject to the satisfaction of all of the following conditions: (i) the Issuer has deposited or caused to be deposited irrevocably (except as provided in Section 4.44.04) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the NotesNoteholders, which, through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public Independent accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Notes Outstanding, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may be; (ii) such deposit will not result in a breach or violation of, or constitute an event of default under, any Transaction Issuer Basic Document or other agreement or instrument to which the Issuer is bound; (iii) no Event of Default has occurred and is continuing on the date of such deposit or on the ninety-first (91st) 91st day after such date; (iv) the Issuer has delivered to the Depositor and the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction, satisfaction and discharge and of this Indenture provided for in the Indenture relating to the defeasance of the Notes pursuant to contemplated by this Section 4.2 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 (v) the Issuer has delivered to the Depositor and the Indenture Trustee an Issuer’s Certificate and an Opinion of Counsel, each stating Counsel to the effect that all conditions precedent the satisfaction and discharge of this Indenture provided for in this the Indenture relating to the defeasance contemplated by this Section 4.2 have been complied with.

Satisfaction, Discharge and Defeasance of the Notes. (a) Upon satisfaction of the conditions set forth in Section 4.2(b) below4.02(b), the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Notes Outstanding, and the provisions of this Indenture, as it relates to such Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to: (i) the rights of the Noteholders to receive, from the trust funds described in Section 4.2(b)(i4.02(b)(i), payment of the principal of and interest on the Notes Outstanding at maturity of such principal or interest; (ii) the obligations of the Issuer with respect to the Notes under Section 2.5Sections 2.05, Section 2.62.06, Section 3.2 3.02 and Section 3.33.03; (iii) the obligations of the Issuer Administrator to the Indenture Trustee under Section 6.76.07; and (iv) the rights, powers, trusts and immunities of the Indenture Trustee hereunder and the duties of the Indenture Trustee hereunder. (b) The satisfaction, discharge and defeasance of the Notes pursuant to Section 4.2(a4.02(a) is subject to the satisfaction of all of the following conditions: (i) the Issuer has deposited or caused to be deposited irrevocably (except as provided in Section 4.44.04) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the NotesNoteholders, which, through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants Independent Accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Notes Outstanding, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may be; (ii) such deposit will not result in a breach or violation of, or constitute an event of default under, any Transaction Issuer Basic Document or other agreement or instrument to which the Issuer is bound; (iii) no Event of Default has occurred and is continuing on the date of such deposit or on the ninety-first (91st) 91st day after such date;; and (iv) the Issuer has delivered to the Depositor and the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction, discharge and defeasance of the Notes pursuant to this Section 4.2 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 (v) the Issuer has delivered to the Depositor and the Indenture Trustee an IssuerOfficer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to the defeasance contemplated by this Section 4.2 have been complied with.

Satisfaction, Discharge and Defeasance of the Notes. (a) Upon satisfaction of the conditions set forth in Section 4.2(b) below, the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Notes Outstanding, and the provisions of this Indenture, as it relates to such Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to: (i) the rights of the Noteholders to receive, from the trust funds described in Section 4.2(b)(i), payment of the principal of and interest on the Notes Outstanding at maturity of such principal or interest; (ii) the obligations of the Issuer with respect to the Notes under Section 2.5, Section 2.6, Section 3.2 and Section 3.3; (iii) the obligations of the Issuer to the Indenture Trustee under Section 6.7; and (iv) the rights, powers, trusts and immunities of the Indenture Trustee hereunder and the duties of the Indenture Trustee hereunder. (b) The satisfaction, discharge and defeasance of the Notes pursuant to Section 4.2(a) is subject to the satisfaction of all of the following conditions: (i) the Issuer has deposited or caused to be deposited irrevocably (except as provided in Section 4.4) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Notes, which, through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Notes Outstanding, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may be; (ii) such deposit will not result in a breach or violation of, or constitute an event of default under, any Transaction Document or other agreement or instrument to which the Issuer is bound; (iii) no Event of Default has occurred and is continuing on the date of such deposit or on the ninety-first (91st) day after such date; (iv) the Issuer has delivered to the Depositor and the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction, discharge and defeasance of the Notes pursuant to this Section 4.2 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 (viv) the Issuer has delivered to the Depositor and the Indenture Trustee an Issuer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to the defeasance contemplated by this Section 4.2 have been complied with.

Satisfaction, Discharge and Defeasance of the Notes. (a) Upon satisfaction of the conditions set forth in Section 4.2(b) below4.02(b), the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Notes Outstanding, and the provisions of this Indenture, as it relates to such Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to: (i) the rights of the Noteholders to receive, from the trust funds described in Section 4.2(b)(i4.02(b)(i), payment of the principal of and interest on the Notes Outstanding at maturity of such principal or interest; (ii) the obligations of the Issuer with respect to the Notes under Section 2.5Sections 2.05, Section 2.62.06, Section 3.2 3.02 and Section 3.33.03; (iii) the obligations of the Issuer Administrator to the Indenture Trustee under Section 6.76.07; and (iv) the rights, powers, trusts and immunities of the Indenture Trustee hereunder and the duties of the Indenture Trustee hereunder. (b) The satisfaction, discharge and defeasance of the Notes pursuant to Section 4.2(a4.02(a) is subject to the satisfaction of all of the following conditions: (i) the Issuer has deposited or caused to be deposited irrevocably (except as provided in Section 4.44.04) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the NotesNoteholders, which, through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public Independent accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Notes Outstanding, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may be; (ii) such deposit will not result in a breach or violation of, or constitute an event of default under, any Transaction Issuer Basic Document or other agreement or instrument to which the Issuer is bound; (iii) no Event of Default has occurred and is continuing on the date of such deposit or on the ninety-first (91st) 91st day after such date;; and (iv) the Issuer has delivered to the Depositor and the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction, satisfaction and discharge and defeasance of the Notes pursuant to this Section 4.2 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 (v) the Issuer has delivered to the Depositor and the Indenture Trustee an Issuer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this the Indenture relating to the defeasance contemplated by this Section 4.2 have been complied with.

Satisfaction, Discharge and Defeasance of the Notes. (a) Upon satisfaction of the conditions set forth in Section 4.2(b) below4.02(b), the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Notes Outstanding, and the provisions of this Indenture, as it relates to such Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to: (i) the rights of the Noteholders to receive, from the trust funds described in Section 4.2(b)(i4.02(b)(i), payment of the principal of and interest on the Notes Outstanding at maturity of such principal or interest; (ii) the obligations of the Issuer with respect to the Notes under Section 2.5Sections 2.05, Section 2.62.06, Section 3.2 3.02 and Section 3.33.03; (iii) the obligations of the Issuer Administrator to the Indenture Trustee under Section 6.76.07; and (iv) the rights, powers, trusts and immunities of the Indenture Trustee hereunder and the duties of the Indenture Trustee hereunder. (b) The satisfaction, discharge and defeasance of the Notes pursuant to Section 4.2(a4.02(a) is subject to the satisfaction of all of the following conditions: (i) the Issuer has deposited or caused to be deposited irrevocably (except as provided in Section 4.44.04) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the NotesNoteholders, which, through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants Independent Accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Notes Outstanding, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may be; (ii) such deposit will not result in a breach or violation of, or constitute an event of default under, any Transaction Issuer Basic Document or other agreement or instrument to which the Issuer is bound; (iii) no Event of Default has occurred and is continuing on the date of such deposit or on the ninety-first (91st) 91st day after such date;; and (iv) the Issuer has delivered to the Depositor and the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction, discharge and defeasance of the Notes pursuant to this Section 4.2 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 (v) the Issuer has delivered to the Depositor and the Indenture Trustee an IssuerOfficer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to the defeasance contemplated by this Section 4.2 have been complied withwith in all material respects.

Satisfaction, Discharge and Defeasance of the Notes. (a) Upon satisfaction of the conditions set forth in Section 4.2(b) below, the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Notes Outstanding, and the provisions of this Indenture, as it relates to such Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to: (i) the rights of the Noteholders to receive, from the trust funds described in Section 4.2(b)(i), payment of the principal of and interest on the Notes Outstanding at maturity of such principal or interest; (ii) the obligations of the Issuer with respect to the Notes under Section 2.5, Section 2.6, Section 3.2 and Section 3.3; (iii) the obligations of the Issuer to the Indenture Trustee under Section 6.7; and (iv) the rights, powers, trusts and immunities of the Indenture Trustee hereunder and the duties of the Indenture Trustee hereunder. (b) The satisfaction, discharge and defeasance of the Notes pursuant to Section 4.2(a) is subject to the satisfaction of all of the following conditions: (i) the Issuer has deposited or caused to be deposited irrevocably (except as provided in Section 4.4) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Notes, which, through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Notes Outstanding, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may be; (ii) such deposit will not result in a breach or violation of, or constitute an event of default under, any Transaction Document or other agreement or instrument to which the Issuer is bound; (iii) no Event of Default has occurred and is continuing on the date of such deposit or on the ninety-first (91st) day after such date; (iv) the Issuer has delivered to the Depositor and the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction, discharge and defeasance of the Notes pursuant to this Section 4.2 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 (v) the Issuer has delivered to the Depositor and the Indenture Trustee an IssuerOfficer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to the defeasance contemplated by this Section 4.2 have been complied with.

Satisfaction, Discharge and Defeasance of the Notes. (a) Upon satisfaction of the conditions set forth in Section 4.2(bsubsection (b) below, the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Notes Outstanding, and the provisions of this Indenture, as it relates to such Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to: (i) the rights of the Noteholders to receive, from the trust funds described in Section 4.2(b)(isubsection (b)(i), payment of the principal of and interest on the Notes Outstanding at maturity of such principal or interest; (ii) the obligations of the Issuer with respect to the Notes under Section Sections 2.5, Section 2.6, Section 3.2 and Section 3.3; (iii) the obligations of the Issuer to the Indenture Trustee under Section 6.7; and (iv) the rights, powers, trusts and immunities of the Indenture Trustee hereunder and the duties of the Indenture Trustee hereunder. (b) The satisfaction, discharge and defeasance of the Notes pursuant to subsection (a) of this Section 4.2(a) 4.2 is subject to the satisfaction of all of the following conditions: (i) the Issuer has deposited or caused to be deposited irrevocably (except as provided in Section 4.4) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Notes, which, through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Notes Outstanding, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may be; (ii) such deposit will not result in a breach or violation of, or constitute an event of default under, any Transaction Document or other agreement or instrument to which the Issuer is bound; (iii) no Event of Default has occurred and is continuing on the date of such deposit or on the ninety-first (91st) day after such date; (iv) the Issuer has delivered to the Depositor and the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction, discharge and defeasance of the Notes pursuant to this Section 4.2 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 (v) the Issuer has delivered to the Depositor and the Indenture Trustee an IssuerOfficer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to the defeasance contemplated by this Section 4.2 have been complied with.

Satisfaction, Discharge and Defeasance of the Notes. (a) Upon satisfaction of the conditions set forth in Section 4.2(b) below4.05(b), the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Notes Outstanding, and the provisions of this Indenture, as it relates to such Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to: (i) the rights of the Noteholders to receive, from the trust funds described in Section 4.2(b)(i4.05(b)(i), payment of the principal of and interest on the Notes Outstanding at maturity of such principal or interest; (ii) the obligations of the Issuer with respect to the Notes under Section 2.5Sections 2.04, Section 2.62.05, Section 3.2 3.02 and Section 3.33.03; (iii) the obligations of the Issuer and Servicer to the Indenture Trustee under Section 6.76.07; and (iv) the rights, powers, trusts trusts, protections, indemnities and immunities of the Indenture Trustee hereunder and the duties of the Indenture Trustee hereunder. (b) The satisfaction, discharge and defeasance of the Notes pursuant to Section 4.2(a4.05(a) is subject to the satisfaction of all of the following conditions: (i) the Issuer has deposited or caused to be deposited irrevocably (except as provided in Section 4.44.04) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the NotesNoteholders, which, through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants Independent Accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Notes Outstanding, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may be; (ii) such deposit will not result in a breach or violation of, or constitute an event of default under, any Transaction Issuer Basic Document to or other agreement or instrument to which the Issuer is bound; (iii) no Event of Default has occurred and is continuing on the date of such deposit or on the ninety-first (91st) 91st day after such date;; and (iv) the Issuer has delivered to the Depositor and the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction, discharge and defeasance of the Notes pursuant to this Section 4.2 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 (v) the Issuer has delivered to the Depositor and the Indenture Trustee an IssuerOfficer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to the defeasance contemplated by this Section 4.2 have been complied with.

Satisfaction, Discharge and Defeasance of the Notes. (a) Upon satisfaction of the conditions set forth in Section 4.2(b) below4.02(b), the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Notes Outstanding, and the provisions of this Indenture, as it relates to such Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to: (i) the rights of the Noteholders to receive, from the trust funds described in Section 4.2(b)(i4.02(b)(i), payment of the principal of and interest on the Notes Outstanding at maturity of such principal or interest; (ii) the obligations of the Issuer with respect to the Notes under Section 2.5Sections 2.05, Section 2.62.06, Section 3.2 3.02 and Section 3.33.03; (iii) the obligations of the Issuer Administrator to the Indenture Trustee under Section 6.76.07; and (iv) the rights, powers, trusts and immunities of the Indenture Trustee hereunder and the duties of the Indenture Trustee hereunder. (b) The satisfaction, discharge and defeasance of the Notes pursuant to Section 4.2(a4.02 (a) is subject to the satisfaction of all of the following conditions: (i) the Issuer has deposited or caused to be deposited irrevocably (except as provided in Section 4.44.04) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the NotesNoteholders, which, through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent Independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Notes Outstanding, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may be; (ii) such deposit will not result in a breach or violation of, or constitute an event of default under, any Transaction Basic Document or other agreement or instrument to which the Issuer is bound; (iii) no Event of Default has occurred and is continuing on the date of such deposit or on the ninety-first (91st) 91st day after such date; (iv) the Issuer has delivered to the Depositor and the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction, discharge and defeasance of the Notes pursuant to this Section 4.2 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 (v) the Issuer has delivered to the Depositor and the Indenture Trustee an Issuer’s Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to the defeasance contemplated by this Section 4.2 have been complied with.

Satisfaction, Discharge and Defeasance of the Notes. (a) Upon satisfaction of the conditions set forth in Section 4.2(bsubsection (b) below, the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Notes Outstanding, and the provisions of this Indenture, as it relates to such Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to: (i) the rights of the Noteholders Holders of Notes to receive, from the trust funds described in Section 4.2(b)(i)subsection (b)(i) hereof, payment of the principal of and interest on the Notes Outstanding at maturity of such principal or interest; (ii) the obligations of the Issuer with respect to the Notes under Section Sections 2.5, Section 2.6, Section 3.2 and Section 3.33.3 hereof; (iii) the obligations of the Issuer to the Indenture Trustee under Section 6.76.7 hereof; and (iv) the rights, powers, trusts and immunities of the Indenture Trustee hereunder and the duties of the Indenture Trustee hereunder. (b) The satisfaction, discharge and defeasance of the Notes pursuant to subsection (a) of this Section 4.2(a) 4.2 is subject to the satisfaction of all of the following conditions: (i) the Issuer has deposited or caused to be deposited irrevocably (except as provided in Section 4.44.4 hereof) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Notes, which, through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Notes Outstanding, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may be; (ii) such deposit will not result in a breach or violation of, or constitute an event of default under, any Transaction Document or other agreement or instrument to which the Issuer is bound; (iii) no Event of Default has with respect to the Notes shall have occurred and is be continuing on the date of such deposit or on the ninety-first (91st) day after such date; (iv) the Issuer has delivered to the Depositor and the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction, discharge and defeasance of the Notes pursuant to this Section 4.2 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 (v) the Issuer has delivered to the Depositor and the Indenture Trustee an Issuer’s Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to the defeasance contemplated by this Section 4.2 have been complied with.

Satisfaction, Discharge and Defeasance of the Notes. (a) Upon satisfaction of the conditions set forth in Section 4.2(b) below4.05(b), the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Notes Outstanding, and the provisions of this Indenture, as it relates to such Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to: (i) the rights of the Noteholders to receive, from the trust funds described in Section 4.2(b)(i4.05(b)(i), payment of the principal of and interest on the Notes Outstanding at maturity of such principal or interest; (ii) the obligations of the Issuer with respect to the Notes under Section 2.5Sections 2.04, Section 2.62.05, Section 3.2 3.02 and Section 3.33.03; (iii) the obligations of the Issuer and Servicer to the Indenture Trustee under Section 6.76.07; and (iv) the rights, powers, trusts trusts, protections, indemnities and immunities of the Indenture Trustee hereunder and the duties of the Indenture Trustee hereunder. (b) The satisfaction, discharge and defeasance of the Notes pursuant to Section 4.2(a4.05(a) is subject to the satisfaction of all of the following conditions: (i) the Issuer has deposited or caused to be deposited irrevocably (except as provided in Section 4.44.03) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the NotesNoteholders, which, through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants Independent Accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Notes Outstanding, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may be; (ii) such deposit will not result in a breach or violation of, or constitute an event of default under, any Transaction Basic Document to which Issuer is party to or other agreement or instrument to which the Issuer is bound; (iii) no Event of Default has occurred and is continuing on the date of such deposit or on the ninety-first (91st) 91st day after such date;; and (iv) the Issuer has delivered to the Depositor and the Indenture Trustee an Opinion of Counsel to the effect that the satisfactionTrustee, discharge and defeasance of the Notes pursuant to this Section 4.2 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 (v) the Issuer has delivered to the Depositor and the Indenture Trustee shall be fully protected in relying upon, an IssuerOfficer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to the defeasance contemplated by this Section 4.2 have been complied with.

Satisfaction, Discharge and Defeasance of the Notes. (a) Upon satisfaction of the conditions set forth in Section 4.2(b) below4.02(b), the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Notes Outstanding, and the provisions of this Indenture, as it relates to such Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to: (i) the rights of the Noteholders to receive, from the trust funds described in Section 4.2(b)(i4.02(b)(i), payment of the principal of and interest on the Notes Outstanding at maturity of such principal or interest; (ii) the obligations of the Issuer with respect to the Notes under Section 2.5Sections 2.05, Section 2.62.06, Section 3.2 3.02 and Section 3.33.03; (iii) the obligations of the Issuer Administrator to the Indenture Trustee under Section 6.76.07; and (iv) the rights, powers, trusts and immunities of the Indenture Trustee hereunder and the duties of the Indenture Trustee hereunder. (b) The satisfaction, discharge and defeasance of the Notes pursuant to Section 4.2(a4.02(a) is subject to the satisfaction of all of the following conditions: (i) the Issuer has deposited or caused to be deposited irrevocably (except as provided in Section 4.44.04) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the NotesNoteholders, which, through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent Independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Notes Outstanding, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may be; (ii) such deposit will not result in a breach or violation of, or constitute an event of default under, any Transaction Basic Document or other agreement or instrument to which the Issuer is bound; (iii) no Event of Default has occurred and is continuing on the date of such deposit or on the ninety-first (91st) 91st day after such date; (iv) the Issuer has delivered to the Depositor and the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction, discharge and defeasance of the Notes pursuant to this Section 4.2 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 (v) the Issuer has delivered to the Depositor and the Indenture Trustee an IssuerOfficer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to the defeasance contemplated by this Section 4.2 have been complied with.

Satisfaction, Discharge and Defeasance of the Notes. (a) Upon satisfaction of the conditions set forth in Section 4.2(bsubsection (b) below, the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Notes Outstanding, and the provisions of this Indenture, as it relates to such Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to: (i) the rights of the Noteholders to receive, from the trust funds described in Section 4.2(b)(isubsection (b)(i), payment of the principal of and interest on the Notes Outstanding at maturity of such principal or interest; (ii) the obligations of the Issuer with respect to the Notes under Section Sections 2.5, Section 2.6, Section 3.2 and Section 3.3; (iii) the obligations of the Issuer to the Indenture Trustee under Section 6.7; and (iv) the rights, powers, trusts and immunities of the Indenture Trustee hereunder and the duties of the Indenture Trustee hereunder. (b) The satisfaction, discharge and defeasance of the Notes pursuant to subsection (a) of this Section 4.2(a) 4.2 is subject to the satisfaction of all of the following conditions: (i) the Issuer has deposited or caused to be deposited irrevocably (except as provided in Section 4.4) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Notes, which, through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Notes Outstanding, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may be; (ii) such deposit will not result in a breach or violation of, or constitute an event of default under, any Transaction Document or other agreement or instrument to which the Issuer is bound; (iii) no Event of Default has occurred and is continuing on the date of such deposit or on the ninety-first (91st) day after such date; (iv) the Issuer has delivered to the Depositor and the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction, discharge and defeasance of the Notes pursuant to this Section 4.2 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 (v) the Issuer has delivered to the Depositor and the Indenture Trustee an Issuer’s Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to the defeasance contemplated by this Section 4.2 have been complied with.

Satisfaction, Discharge and Defeasance of the Notes. (a) Upon satisfaction of the conditions set forth in Section 4.2(bsubsection (b) below, the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Notes Outstanding, and the provisions of this Indenture, as it relates to such Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to: (i) the rights of the Noteholders to receive, from the trust funds described in Section 4.2(b)(isubsection (b)(i), payment of the principal of and interest on the Notes Outstanding at maturity of such principal or interest; (ii) the obligations of the Issuer with respect to the Notes under Sections Section 2.5, Section 2.6, Section 3.2 and Section 3.3; (iii) the obligations of the Issuer to the Indenture Trustee under Section Section 6.7; and (iv) the rights, powers, trusts and immunities of the Indenture Trustee hereunder and the duties of the Indenture Trustee hereunder. (b) The satisfaction, discharge and defeasance of the Notes pursuant to subsection (a) of this Section 4.2(a) Section 4.2 is subject to the satisfaction of all of the following conditions: (i) the Issuer has deposited or caused to be deposited irrevocably (except as provided in Section Section 4.4) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Notes, which, through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Notes Outstanding, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may be; (ii) such deposit will not result in a breach or violation of, or constitute an event of default under, any Transaction Document or other agreement or instrument to which the Issuer is bound; (iii) no Event of Default has occurred and is continuing on the date of such deposit or on the ninety-first (91st) day after such date; (iv) the Issuer has delivered to the Depositor and the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction, discharge and defeasance of the Notes pursuant to this Section Section 4.2 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 (v) the Issuer has delivered to the Depositor and the Indenture Trustee an IssuerOfficer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to the defeasance contemplated by this Section Section 4.2 have been complied with.

Satisfaction, Discharge and Defeasance of the Notes. (a) Upon satisfaction of the conditions set forth in Section 4.2(bsubsection (b) below, the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Notes Outstanding, and the provisions of this Indenture, as it relates to such Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to: (i) the rights of the Noteholders Holders of Notes to receive, from the trust funds described in Section 4.2(b)(i)subsection (b)(i) hereof, payment of the principal of and interest on the Notes Outstanding at maturity of such principal or interest; (ii) the obligations of the Issuer with respect to the Notes under Section Sections 2.5, Section 2.6, Section 3.2 and Section 3.3or 3.3 hereof; (iii) the obligations of the Issuer to the Indenture Trustee under Section 6.76.7 hereof; and (iv) the rights, powers, trusts and immunities of the Indenture Trustee hereunder and the duties of the Indenture Trustee hereunder. (b) The satisfaction, discharge and defeasance of the Notes pursuant to subsection (a) of this Section 4.2(a) 4.2 is subject to the satisfaction of all of the following conditions: (i) the Issuer has deposited or caused to be deposited irrevocably (except as provided in Section 4.44.4 hereof) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Notes, which, through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Notes Outstanding, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may be; (ii) such deposit will not result in a breach or violation of, or constitute an event of default under, any Transaction Document or other agreement or instrument to which the Issuer is bound; (iii) no Event of Default has with respect to the Notes shall have occurred and is be continuing on the date of such deposit or on the ninety-first (91st) day after such date; (iv) the Issuer has delivered to the Depositor and the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction, discharge and defeasance of the Notes pursuant to this Section 4.2 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 (v) the Issuer has delivered to the Depositor and the Indenture Trustee an Issuer’s Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to the defeasance contemplated by this Section 4.2 have been complied with.

Satisfaction, Discharge and Defeasance of the Notes. (a) Upon satisfaction of the conditions set forth in Section 4.2(bsubsection (b) below, the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Notes Outstanding, and the provisions of this Indenture, as it relates to such Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to: (i) the rights of the Noteholders to receive, from the trust funds described in Section 4.2(b)(isubsection (b)(i), payment of the principal of and interest on the Notes Outstanding at maturity of such principal or interest; (ii) the obligations of the Issuer with respect to the Notes under Section Sections 2.5, Section 2.6, Section 3.2 and Section 3.3; (iii) the obligations of the Issuer to the Indenture Trustee under Section 6.7; and (iv) the rights, powers, trusts and immunities of the Indenture Trustee hereunder and the duties of the Indenture Trustee hereunder. (b) The satisfaction, discharge and defeasance of the Notes pursuant to subsection (a) of this Section 4.2(a) 4.2 is subject to the satisfaction of all of the following conditions: (i) the Issuer or the Insurer has deposited or caused to be deposited irrevocably (except as provided in Section 4.4) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Notes, which, through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Notes Outstanding, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may be; (ii) such deposit will not result in a breach or violation of, or constitute an event of default under, any Transaction Document or other agreement or instrument to which the Issuer is bound; (iii) no Event of Default has occurred and is continuing on the date of such deposit or on the ninety-first (91st) day after such date; (iv) the Issuer has delivered to the Depositor and Depositor, the Indenture Trustee and the Insurer an Opinion of Counsel to the effect that the satisfaction, discharge and defeasance of the Notes pursuant to this Section 4.2 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 (v) the Issuer has delivered to the Depositor and Depositor, the Indenture Trustee and the Insurer an Issuer’s Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to the defeasance contemplated by this Section 4.2 have been complied with.

Satisfaction, Discharge and Defeasance of the Notes. (a) Upon satisfaction of the conditions set forth in Section 4.2(b) below, the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Notes Outstanding, and the provisions of this Indenture, as it relates to such Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to: (i) the rights of the Noteholders to receive, from the trust funds described in Section 4.2(b)(i), payment of the principal of and interest on the Notes Outstanding at maturity of such principal or interest; (ii) the obligations of the Issuer with respect to the Notes under Section 2.5, Section 2.6, Section 3.2 and Section 3.3; (iii) the obligations of the Issuer to the Indenture Trustee under Section 6.7; and (iv) the rights, powers, trusts and immunities of the Indenture Trustee hereunder and the duties of the Indenture Trustee hereunder. (b) The satisfaction, discharge and defeasance of the Notes pursuant to Section 4.2(a) is subject to the satisfaction of all of the following conditions: (i) the Issuer has deposited or caused to be deposited irrevocably (except as provided in Section 4.4) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Notes, which, through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Notes Outstanding, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may be; ; Table of Contents (ii) such deposit will not result in a breach or violation of, or constitute an event of default under, any Transaction Document or other agreement or instrument to which the Issuer is bound; (iii) no Event of Default has occurred and is continuing on the date of such deposit or on the ninety-first (91st) day after such date; (iv) the Issuer has delivered to the Depositor and the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction, discharge and defeasance of the Notes pursuant to this Section 4.2 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 (v) the Issuer has delivered to the Depositor and the Indenture Trustee an Issuer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to the defeasance contemplated by this Section 4.2 have been complied with.

Satisfaction, Discharge and Defeasance of the Notes. (a) Upon satisfaction of the conditions set forth in Section 4.2(bsubsection (b) below, the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Notes Outstanding, and the provisions of this Indenture, as it relates to such Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to: : (i) the rights of the Noteholders Holders of Notes to receive, from the trust funds described in Section 4.2(b)(i)subsection (b)(i) hereof, payment of the principal of and interest on the Notes Outstanding at maturity of such principal or interest; ; (ii) the obligations of the Issuer with respect to the Notes under Section Sections 2.5, Section 2.6, Section 3.2 and Section 3.3; 3.3 hereof; (iii) the obligations of the Issuer to the Indenture Trustee under Section 6.76.7 hereof; and and (iv) the rights, powers, trusts and immunities of the Indenture Trustee hereunder and the duties of the Indenture Trustee hereunder. (b) The satisfaction, discharge and defeasance of the Notes pursuant to subsection (a) of this Section 4.2(a) 4.2 is subject to the satisfaction of all of the following conditions: : (i) the Issuer has deposited or caused to be deposited irrevocably (except as provided in Section 4.44.4 hereof) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Notes, which, through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Notes Outstanding, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may be; ; (ii) such deposit will not result in a breach or violation of, or constitute an event of default under, any Transaction Document or other agreement or instrument to which the Issuer is bound; ; (iii) no Event of Default has with respect to the Notes shall have occurred and is be continuing on the date of such deposit or on the ninety-first (91st) day after such date; ; (iv) the Issuer has delivered to the Depositor and the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction, discharge and defeasance of the Notes pursuant to this Section 4.2 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 and (v) the Issuer has delivered to the Depositor and the Indenture Trustee an Issuer’s Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to the defeasance contemplated by this Section 4.2 have been complied with.

Satisfaction, Discharge and Defeasance of the Notes. (a) Upon satisfaction of the conditions set forth in Section 4.2(bsubsection (b) below, the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Notes Outstanding, and the provisions of this Indenture, as it relates to such Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to: (i) the rights of the Noteholders to receive, from the trust funds described in Section 4.2(b)(isubsection (b)(i), payment of the principal of and interest on the Notes Outstanding at maturity of such principal or interest; (ii) the obligations of the Issuer with respect to the Notes under Section 2.5, Section 2.6, Section 3.2 and Section 3.3; (iii) the obligations of the Issuer to the Indenture Trustee under Section 6.7; and (iv) the rights, powers, trusts and immunities of the Indenture Trustee hereunder and the duties of the Indenture Trustee hereunder. (b) The satisfaction, discharge and defeasance of the Notes pursuant to subsection (a) of this Section 4.2(a) 4.2 is subject to the satisfaction of all of the following conditions: (i) the Issuer has deposited or caused to be deposited irrevocably (except as provided in Section 4.4) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Notes, which, through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Notes Outstanding, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may be; (ii) such deposit will not result in a breach or violation of, or constitute an event of default under, any Transaction Document or other agreement or instrument to which the Issuer is bound; (iii) no Event of Default has occurred and is continuing on the date of such deposit or on the ninety-first (91st) day after such date; (iv) the Issuer has delivered to the Depositor and the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction, discharge and defeasance of the Notes pursuant to this Section 4.2 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 (v) the Issuer has delivered to the Depositor and the Indenture Trustee an IssuerOfficer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to the defeasance contemplated by this Section 4.2 have been complied with.

Satisfaction, Discharge and Defeasance of the Notes. (a) Upon satisfaction of the conditions set forth in Section 4.2(b) below4.02(b), the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Notes Outstanding, and the provisions of this Indenture, as it relates to such Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to: (i) the rights of the Noteholders to receive, from the trust funds described in Section 4.2(b)(i4.02(b)(i), payment of the principal of and interest on the Notes Outstanding at maturity of such principal or interest; (ii) the obligations of the Issuer with respect to the Notes under Section 2.5Sections 2.05, Section 2.62.06, Section 3.2 3.02 and Section 3.33.03; (iii) the obligations of the Issuer Administrator to the Indenture Trustee under Section 6.76.07; and (iv) the rights, powers, trusts and immunities of the Indenture Trustee hereunder and the duties of the Indenture Trustee hereunder. (b) The satisfaction, discharge and defeasance of the Notes pursuant to Section 4.2(a4.02 (a) is subject to the satisfaction of all of the following conditions: (i) the Issuer has deposited or caused to be deposited irrevocably (except as provided in Section 4.44.04) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the NotesNoteholders, which, through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Notes Outstanding, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may be; (ii) such deposit will not result in a breach or violation of, or constitute an event of default under, any Transaction Basic Document or other agreement or instrument to which the Issuer is bound; (iii) no Event of Default has occurred and is continuing on the date of such deposit or on the ninety-first (91st) 91st day after such date; (iv) the Issuer has delivered to the Depositor and the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction, discharge and defeasance of the Notes pursuant to this Section 4.2 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 (v) the Issuer has delivered to the Depositor and the Indenture Trustee an Issuer’s Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to the defeasance contemplated by this Section 4.2 have been complied with.

Satisfaction, Discharge and Defeasance of the Notes. (a) Upon satisfaction of the conditions set forth in Section 4.2(b) below, the Issuer The Company shall be deemed to have paid and discharged Discharged the entire indebtedness Indebtedness on all the Outstanding Notes Outstandingupon the deposit referred to in subparagraph (1) hereof, and the provisions of this Indenture, as it relates they relate to such Outstanding Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the IssuerCompany, shall at Company Request execute proper instruments acknowledging the same), except as to: (ia) the rights of Holders of the Noteholders Notes to receive, from the trust funds described in Section 4.2(b)(i)subparagraph (1) hereof, payment of the principal of (and interest premium, if any) or interest, if any, on the Outstanding Notes Outstanding at maturity of such principal on the Stated Maturity; or interestto and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (4) hereof; (iib) the Company's obligations of with respect to such Notes under Sections 305, 306, 1002 and 1003 hereof and, if the Issuer Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (5) hereof, Sections 1101, 1104 and 1106 hereof as they apply to such Redemption Date; (c) the Company's obligations with respect to the Notes under Section 2.5, Section 2.6, Section 3.2 and Section 3.3; (iii) the obligations of the Issuer to the Indenture Trustee under Section 6.7607 hereof; and (ivd) the rights, powers, trusts trust and immunities of the Indenture Trustee hereunder and the duties of the Indenture Trustee hereunder. under Section 402 hereof and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (b5) The satisfactionhereof, discharge Article 11 and defeasance the duty of the Trustee to authenticate Notes pursuant to Section 4.2(a) is subject to the satisfaction on registration of all of transfer or exchange; provided that, the following conditionsconditions shall have been satisfied: (i1) the Issuer Company has irrevocably deposited or caused to be irrevocably deposited irrevocably (in each case except as provided in Section 4.4402(c) hereof and the last paragraph of Section 1003 hereof) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Notes, which, through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount of (i) money, or (ii) U.S. Government Obligations or a combination of money and U.S. Government Obligations, in each case sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge discharge, and which the entire indebtedness Trustee shall be instructed to apply to pay and discharge, the principal of and interest, if any, on the Notes Outstandingon the Stated Maturity or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (4) hereof; provided, for however, that (A) all money and U.S. Government Obligations deposited pursuant to this Section 403 shall be denominated in U.S. Dollars; and (B) U.S. Government Obligations shall be valued at the amount of money that they will provide through the payment of principal thereof and interest thereon in respect thereof in accordance with their terms no later than one day prior to the date Stated Maturity or such Redemption Date, and shall not contain provisions permitting the redemption or other prepayment at the option of such deposit (in the case of Notes that have become due and payable) or issuer thereof prior to the maturity of Stated Maturity or such principal and interest, as the case may beRedemption Date; (ii) such deposit will not result in a breach or violation of, or constitute an event of default under, any Transaction Document or other agreement or instrument to which the Issuer is bound; (iii2) no Event of Default has or event which with notice or lapse of time would become an Event of Default (including by reason of such deposit) with respect to the Notes shall have occurred and is be continuing on the date of such deposit or on the ninety-first (91st) day after such datedeposit; (iv3) the Issuer Company has delivered to the Depositor and the Indenture Trustee an Opinion unqualified opinion, in form and substance reasonably acceptable to the Trustee, of Counsel independent counsel of national standing selected by the Company and satisfactory to the Trustee to the effect that the satisfaction, discharge and defeasance (i) Holders of the Notes pursuant to this Section 4.2 will not cause any Noteholder recognize income, gain or loss for Federal income tax purposes as a result of the deposit, defeasance and discharge, which opinion shall be based on a change in law or a ruling by the U.S. Internal Revenue Service after the date hereof and (ii) the defeasance trust is not, or is registered as, an investment company under the Investment Company Act of 1940; (4) if the Company has deposited or caused to be treated as having sold deposited money or exchanged any U.S. Government Obligations to pay or discharge the principal of its Notes for purposes (and premium, if any) and interest, if any, on the Outstanding Securities of Section 1001 a series to and including a Redemption Date on which all of the Code; andOutstanding Securities of such series are to be redeemed, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior to the date of deposit of such money or U.S. Government Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104 hereof; (v5) the Issuer Company has delivered to the Depositor and the Indenture Trustee an Issuer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for in this Indenture relating to the defeasance contemplated by this Section 4.2 satisfaction and discharge of the Securities have been complied with. The condition set forth in clause (i) of subparagraph (3) hereof shall not apply if the Company shall have complied with the remaining conditions of subparagraphs 1-5 hereof as of a date which is no more than 60 days prior to the maturity date. Anything herein to the contrary notwithstanding, (a) if the Trustee or any Paying Agent is required to return any money or U.S. Government Obligations deposited with it pursuant to this Section 403 to the Company or its representative under any Federal or state bankruptcy, insolvency or similar law, such Security shall thereupon be deemed retroactively not to have been paid and any satisfaction and discharge of the Company’s Indebtedness in respect thereof shall retroactively be deemed not to have been effected, and such Security shall be deemed to remain Outstanding and the provisions of the Indenture relating to such Security shall be reinstated and shall remain in full force and effect and (b) any satisfaction and discharge of the Company’s Indebtedness in respect of any Security shall be subject to the provisions of the last paragraph of Section 1003.”

Satisfaction, Discharge and Defeasance of the Notes. (a) Upon satisfaction of the conditions set forth in Section 4.2(b) below4.02(b), the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Notes Outstanding, and the provisions of this Indenture, as it relates to such Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to: (i) the rights of the Noteholders to receive, from the trust funds described in Section 4.2(b)(i4.02(b)(i), payment of the principal of and interest on the Notes Outstanding at maturity of such principal or interest; (ii) the obligations of the Issuer with respect to the Notes under Section 2.5Sections 2.04, Section 2.62.05, Section 3.2 3.02 and Section 3.33.03; (iii) the obligations of the Issuer to the Indenture Trustee under Section 6.76.07; and (iv) the rights, powers, trusts and immunities of the Indenture Trustee hereunder and the duties of the Indenture Trustee hereunder. (b) The satisfaction, discharge and defeasance of the Notes pursuant to Section 4.2(a4.02 (a) is subject to the satisfaction of all of the following conditions: (i) the Issuer or the Insurer has deposited or caused to be deposited irrevocably (except as provided in Section 4.44.04) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Notes, which, through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Notes Outstanding, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may be; (ii) such deposit will not result in a breach or violation of, or constitute an event of default under, any Transaction Basic Document or other agreement or instrument to which the Issuer is bound; (iii) no Event of Default has occurred and is continuing on the date of such deposit or on the ninety-first (91st) 91st day after such date; (iv) the Issuer has delivered to the Depositor and Depositor, the Indenture Trustee and the Insurer an Opinion of Counsel to the effect that the satisfaction, discharge and defeasance of the Notes pursuant to this Section 4.2 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 (v) the Issuer has delivered to the Depositor and Depositor, the Indenture Trustee and the Insurer an Issuer’s Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to the defeasance contemplated by this Section 4.2 have been complied with.

Satisfaction, Discharge and Defeasance of the Notes. (a) Upon satisfaction of the conditions set forth in Section 4.2(bsubsection (b) below, the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Notes Outstanding, and the provisions of this Indenture, as it relates to such Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to: (i) the rights of the Noteholders to receive, from the trust funds described in Section 4.2(b)(i)subsection (b)(i) hereof, payment of the principal of and interest on the Notes Outstanding at maturity of such principal or interest; (ii) the obligations of the Issuer with respect to the Notes under Section Sections 2.5, Section 2.6, Section 3.2 and Section 3.3; (iii) the obligations of the Issuer to the Indenture Trustee under Section 6.7; and (iv) the rights, powers, trusts and immunities of the Indenture Trustee hereunder and the duties of the Indenture Trustee hereunder. (b) The satisfaction, discharge and defeasance of the Notes pursuant to subsection (a) of this Section 4.2(a) 4.2 is subject to the satisfaction of all of the following conditions: (i) the Issuer has deposited or caused to be deposited irrevocably (except as provided in Section 4.4) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the NotesNoteholders, which, through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Notes Outstanding, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may be; (ii) such deposit will not result in a breach or violation of, or constitute an event of default under, any Transaction Document or other agreement or instrument to which the Issuer is bound; (iii) no Event of Default has occurred and is continuing on the date of such deposit or on the ninety-first (91st) day after such date; (iv) the Issuer has delivered to the Depositor Indenture Trustee and the Indenture Trustee Insurer an Opinion of Counsel to the effect that the satisfaction, discharge and defeasance of the Notes pursuant to this Section 4.2 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 (v) the Issuer has delivered to the Depositor and the Indenture Trustee an Issuer’s Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to the defeasance contemplated by this Section 4.2 have been complied with; and (vi) all amounts then owing to the Insurer have been paid.

Satisfaction, Discharge and Defeasance of the Notes. (a) Upon satisfaction of the conditions set forth in Section 4.2(bsubsection (b) below, the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Notes Outstanding, and the provisions of this Indenture, as it relates to such Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to: (i) the rights of the Noteholders Holders of Notes to receive, from the trust funds described in Section 4.2(b)(i)subsection (b)(i) hereof, payment of the principal of and interest on the Notes Outstanding at maturity of such principal or interest; (ii) the obligations of the Issuer with respect to the Notes under Section Sections 2.5, Section 2.6, Section 3.2 and Section 3.3or 3.3 hereof; (iii) the obligations of the Issuer to the Indenture Trustee under Section 6.76.7 hereof; and (iv) the rights, powers, trusts trusts, indemnities and immunities of the Indenture Trustee hereunder and the duties of the Indenture Trustee hereunder. (ba) The satisfaction, discharge and defeasance of the Notes pursuant to subsection (a) of this Section 4.2(a) 4.2 is subject to the satisfaction of all of the following conditions: (i) the Issuer has deposited or caused to be deposited irrevocably (except as provided in Section 4.44.4 hereof) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Notes, which, through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Notes Outstanding, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may be; (ii) such deposit will not result in a breach or violation of, or constitute an event of default under, any Transaction Document or other agreement or instrument to which the Issuer is bound; (iii) no Event of Default has with respect to the Notes shall have occurred and is be continuing on the date of such deposit or on the ninety-first (91st) day after such date; (iv) the Issuer has delivered to the Depositor and the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction, discharge and defeasance of the Notes pursuant to this Section 4.2 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 (v) the Issuer has delivered to the Depositor and the Indenture Trustee an Issuer’s Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to the defeasance contemplated by this Section 4.2 have been complied with.

Satisfaction, Discharge and Defeasance of the Notes. (a) Upon satisfaction of the conditions set forth in Section 4.2(bsubsection (b) below, the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Notes Outstanding, and the provisions of this Indenture, as it relates to such Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to: (i) the rights of the Noteholders Holders of Notes to receive, from the trust funds described in Section 4.2(b)(i)subsection (b)(i) hereof, payment of the principal princi- pal of and interest on the Notes Outstanding at maturity of such principal or interest; (ii) the obligations of the Issuer with respect to the Notes under Section Sections 2.5, Section 2.6, Section 3.2 and Section 3.3or 3.3 hereof; (iii) the obligations of the Issuer to the Indenture Trustee under Section 6.76.7 hereof; and (iv) the rights, powers, trusts and immunities of the Indenture Trustee hereunder and the duties of the Indenture Trustee hereunder. (b) The satisfaction, discharge and defeasance of the Notes pursuant to subsection (a) of this Section 4.2(a) 4.2 is subject to the satisfaction of all of the following conditions: (i) the Issuer has deposited or caused to be deposited irrevocably (except as provided in Section 4.44.4 hereof) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Notes, which, through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Notes Outstanding, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may be; (ii) such deposit will not result in a breach or violation of, or constitute an event of default under, any Transaction Document or other agreement or instrument to which the Issuer is bound; (iii) no Event of Default has with respect to the Notes shall have occurred and is be continuing on the date of such deposit or on the ninety-first (91st) day after such date; (iv) the Issuer has delivered to the Depositor and the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction, discharge and defeasance of the Notes pursuant to this Section 4.2 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 (v) the Issuer has delivered to the Depositor and the Indenture Trustee an Issuer’s Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to the defeasance contemplated by this Section 4.2 have been complied with.

Satisfaction, Discharge and Defeasance of the Notes. (a) Upon satisfaction of the conditions set forth in Section 4.2(bSUBSECTION (B) below, the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Notes Outstanding, and the provisions of this Indenture, as it relates to such Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to: (i) the rights of the Noteholders to receive, from the trust funds described in Section 4.2(b)(i)SUBSECTION (b)(i) hereof, payment of the principal of and interest on the Notes Outstanding at maturity of such principal or interest; (ii) the obligations of the Issuer with respect to the Notes under Section SECTIONS 2.5, Section 2.6, Section 3.2 and Section 3.3; (iii) the obligations of the Issuer to the Indenture Trustee under Section SECTION 6.7; and (iv) the rights, powers, trusts and immunities of the Indenture Trustee hereunder and the duties of the Indenture Trustee hereunder. (b) The satisfaction, discharge and defeasance of the Notes pursuant to Section 4.2(aSUBSECTION (a) of this SECTION 4.2 is subject to the satisfaction of all of the following conditions: (i) the Issuer has deposited or caused to be deposited irrevocably (except as provided in Section SECTION 4.4) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the NotesNoteholders, which, through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Notes Outstanding, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may be; (ii) such deposit will not result in a breach or violation of, or constitute an event of default under, any Transaction Document or other agreement or instrument to which the Issuer is bound; (iii) no Event of Default has occurred and is continuing on the date of such deposit or on the ninety-first (91st) day after such date; (iv) the Issuer has delivered to the Depositor Indenture Trustee and the Indenture Trustee Insurer an Opinion of Counsel to the effect that the satisfaction, discharge and defeasance of the Notes pursuant to this Section SECTION 4.2 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 (v) the Issuer has delivered to the Depositor and the Indenture Trustee an Issuer’s Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to the defeasance contemplated by this Section SECTION 4.2 have been complied with; and (vi) all amounts then owing to the Insurer have been paid.

Satisfaction, Discharge and Defeasance of the Notes. (a) Upon satisfaction of the conditions set forth in Section 4.2(bsubsection (b) below, the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Notes Outstanding, and the provisions of this Indenture, as it relates to such Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to: (i) the rights of the Noteholders to receive, from the trust funds described in Section 4.2(b)(isubsection (b)(i), payment of the principal of and interest on the Notes Outstanding at maturity of such principal or interest; (ii) the obligations of the Issuer with respect to the Notes under Section Sections 2.5, Section 2.6, Section 3.2 and Section 3.3; (iii) the obligations of the Issuer to the Indenture Trustee under Section 6.7; and (iv) the rights, powers, trusts and immunities of the Indenture Trustee hereunder and the duties of the Indenture Trustee hereunder. (b) The satisfaction, discharge and defeasance of the Notes pursuant to subsection (a) of this Section 4.2(a) 4.2 is subject to the satisfaction of all of the following conditions: (i) the Issuer or the Insurer has deposited or caused to be deposited irrevocably (except as provided in Section 4.4) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Notes, which, through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Notes Outstanding, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may be; (ii) such deposit will not result in a breach or violation of, or constitute an event of default under, any Transaction Document or other agreement or instrument to which the Issuer is bound; (iii) no Event of Default has occurred and is continuing on the date of such deposit or on the ninety-first (91st) day after such date; (iv) the Issuer has delivered to the Depositor and Depositor, the Indenture Trustee and the Insurer an Opinion of Counsel to the effect that the satisfaction, discharge and defeasance of the Notes pursuant to this Section 4.2 will not cause any Noteholder to be treated as having sold or exchanged any of its Notes for purposes of Section Sec1tion 1001 of the Code; and (v) the Issuer has delivered to the Depositor and Depositor, the Indenture Trustee and the Insurer an Issuer’s Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to the defeasance contemplated by this Section 4.2 have been complied with.

Satisfaction, Discharge and Defeasance of the Notes. (a) Upon satisfaction of the conditions set forth in Section 4.2(bsubsection (b) below, the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Notes Outstanding, and the provisions of this Indenture, as it relates to such Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to: (i) the rights of the Noteholders to receive, from the trust funds described in Section 4.2(b)(i)subsection (b)(i) hereof, payment of the principal of and interest on the Notes Outstanding at maturity of such principal or interest; (ii) the obligations of the Issuer with respect to the Notes under Section Sections 2.5, Section 2.6, Section 3.2 and Section 3.3; (iii) the obligations of the Issuer to the Indenture Trustee under Section 6.7; and (iv) the rights, powers, trusts and immunities of the Indenture Trustee hereunder and the duties of the Indenture Trustee hereunder. (b) The satisfaction, discharge and defeasance of the Notes pursuant to subsection (a) of this Section 4.2(a) 4.2 is subject to the satisfaction of all of the following conditions: (i) the Issuer has deposited or caused to be deposited irrevocably (except as provided in Section 4.4) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Notes, which, through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Notes Outstanding, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may be; (ii) such deposit will not result in a breach or violation of, or constitute an event of default under, any Transaction Document or other agreement or instrument to which the Issuer is bound; (iii) no Event of Default has occurred and is continuing on the date of such deposit or on the ninety-first (91st) day after such date; (iv) the Issuer has delivered to the Depositor Indenture Trustee and the Indenture Trustee Insurer an Opinion of Counsel to the effect that the satisfaction, discharge and defeasance of the Notes pursuant to this Section 4.2 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 (v) the Issuer has delivered to the Depositor and the Indenture Trustee an Issuer’s Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to the defeasance contemplated by this Section 4.2 have been complied with.

Satisfaction, Discharge and Defeasance of the Notes. (a) Upon satisfaction of the conditions set forth in Section 4.2(bsubsection (b) below, the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Notes Outstanding, and the provisions of this Indenture, as it relates to such Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to: : (i) the rights of the Noteholders Holders of Notes to receive, from the trust funds described in Section 4.2(b)(i)subsection (b)(i) hereof, payment of the principal of and interest on the Notes Outstanding at maturity of such principal or interest; ; (ii) the obligations of the Issuer with respect to the Notes under Section Sections 2.5, Section 2.6, Section 3.2 and Section 3.3; or 3.3 hereof; (iii) the obligations of the Issuer to the Indenture Trustee under Section 6.76.7 hereof; and and (iv) the rights, powers, trusts trusts, indemnities and immunities of the Indenture Trustee hereunder and the duties of the Indenture Trustee hereunder. (b) The satisfaction, discharge and defeasance of the Notes pursuant to subsection (a) of this Section 4.2(a) 4.2 is subject to the satisfaction of all of the following conditions: : (i) the Issuer has deposited or caused to be deposited irrevocably (except as provided in Section 4.44.4 hereof) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Notes, which, through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Notes Outstanding, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may be; ; (ii) such deposit will not result in a breach or violation of, or constitute an event of default under, any Transaction Document or other agreement or instrument to which the Issuer is bound; ; (iii) no Event of Default has with respect to the Notes shall have occurred and is be continuing on the date of such deposit or on the ninety-first (91st) day after such date; ; 24 30 (iv) the Issuer has delivered to the Depositor and the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction, discharge and defeasance of the Notes pursuant to this Section 4.2 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 and (v) the Issuer has delivered to the Depositor and the Indenture Trustee an Issuer’s Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to the defeasance contemplated by this Section 4.2 have been complied with.

Satisfaction, Discharge and Defeasance of the Notes. (a) Upon satisfaction of the conditions set forth in Section 4.2(bsubsection (b) below, the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Notes Outstanding, and the provisions of this Indenture, as it relates to such Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to: (i) the rights of the Noteholders Holders of Notes to receive, from the trust funds described in Section 4.2(b)(i)subsection (b)(i) hereof, payment of the principal of and interest on the Notes Outstanding at maturity of such principal or interest; (ii) the obligations of the Issuer with respect to the Notes under Section Sections 2.5, Section 2.6, Section 3.2 and Section 3.33.3 hereof; (iii) the obligations of the Issuer to the Indenture Trustee under Section 6.76.7 hereof; and (iv) the rights, powers, trusts and immunities of the Indenture Trustee hereunder and the duties of the Indenture Trustee hereunder. (b) The satisfaction, discharge and defeasance of the Notes pursuant to subsection (a) of this Section 4.2(a) 4.2 is subject to the satisfaction of all of the following conditions: (i) the Issuer has deposited or caused to be deposited irrevocably (except as provided in Section 4.44.4 hereof) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Notes, which, through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Notes Outstanding, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may be, and to pay any amounts then due and payable to the Swap Counterparties; (ii) such deposit will not result in a breach or violation of, or constitute an event of default under, any Transaction Document or other agreement or instrument to which the Issuer is bound; (iii) no Event of Default has with respect to the Notes shall have occurred and is be continuing on the date of such deposit or on the ninety-first (91st) day after such date; (iv) the Issuer has delivered to the Depositor and the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction, discharge and defeasance of the Notes pursuant to this Section 4.2 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 (v) the Issuer has delivered to the Depositor and the Indenture Trustee an Issuer’s Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to the defeasance contemplated by this Section 4.2 have been complied with.