Common use of Series Defeasance Clause in Contracts

Series Defeasance. Except as may be provided to the contrary in any Series Supplement, the Co-Issuers, solely in connection with an optional prepayment in full, a mandatory prepayment in full or a redemption in full of all Outstanding Notes of a particular Series (the “Defeased Series”) or in connection with the Series Legal Final Maturity Date of a particular Series of Notes, may terminate all Series Obligations with respect to such Series of Notes and all Obligations of the Guarantors under the Guarantee and Collateral Agreements in respect of such Series of Notes as of any Business Day (the “Series Defeasance Date”) so long as: (i) the Co-Issuers irrevocably deposit in trust with the Trustee, or with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-Issuers, U.S. Dollars and/or Government Securities 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 Trustee, to pay without duplication: (A) all principal, premiums, make-whole prepayment consideration, commitment fees, administrative expenses, Class A-1 Notes Other Amounts, interest on the Outstanding Notes of such Series (including additional interest that accrues after the anticipated repayment date or renewal date, if applicable) any other Series Obligations that will be due and payable by the Co-Issuers solely with respect to the Defeased Series as of the applicable prepayment date, redemption date or Series Legal Final Maturity Date, as applicable, and to pay all other sums payable by them under this Base Indenture and each other Transaction Document with respect to the Defeased Series; (B) all Weekly Management Fees, Supplemental Management Fees, unreimbursed Advances (and outstanding interest thereon) and Manager Advances (and outstanding interest thereon), all fees, indemnities, reimbursements and expenses due to the Trustee, the Managers, the Servicer and the Back-Up Manager, and all Successor Manager Transition Expenses and Successor Servicer Transition Expenses, in each case that will be due and payable as of the following Quarterly Calculation Date; and (C) all Securitization Operating Expenses, all Class A-1 Notes Administrative Expenses for the Defeased Series, all Class A-1 Notes Interest Adjustment Amounts for the Defeased Series, in each case, that are due and unpaid as of the Series Defeasance Date to the Actual Knowledge of either Manager; provided that any Government Securities shall provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or Series Legal Final Maturity of the Defeased Series, as the case may be; and the Trustee shall have been irrevocably instructed by either Co-Issuer to apply such funds to the payment of principal, premiums, make-whole prepayment consideration and interest with respect to the Notes of such Series and such other sums; (ii) all commitments under all Class A-1 Note Purchase Agreements with respect to the Defeased Series shall have been terminated on or before the Series Defeasance Date; (iii) the Co-Issuers deliver notice of prepayment, redemption or maturity of such Series of Notes in full to the Noteholders of the Defeased Series, the Managers, the Trustee, the Control Party, the Servicer, the Controlling Class Representative, the Back-Up Manager and each Rating Agency not more than twenty (20) Business Days prior to the Series Defeasance Date, and such notice is expressly stated to be, or as of the date of the deposit has become, irrevocable; (iv) after giving effect to the deposit, if any other Series of Notes is Outstanding, the Co-Issuers deliver to the Trustee an Officers’ Certificate stating that no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default shall have occurred and be continuing on the date of such deposit; (v) the Co-Issuers deliver to the Trustee an Officers’ Certificate stating that the defeasance was not made by the Co-Issuers with the intent of preferring the holders of the Defeased Series over other creditors of any Co-Issuer or with the intent of defeating, hindering, delaying or defrauding other creditors; (vi) the Co-Issuers deliver notice of such deposit to the Control Party, the Manager, the Back-Up Manager and each Rating Agency on or before the date of the deposit; (vii) such defeasance will not result in a breach or violation of, or constitute a default under, the Indenture or any other Indenture Document; (viii) the Rating Agency Condition is satisfied with respect to each Series of Notes Outstanding, if any, other than the Defeased Series; and (ix) the Co-Issuers deliver to the Trustee an Opinion of Counsel to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and the Guarantee and Collateral Agreements shall be discharged and cease to be of further effect with respect to such Defeased Series, the Co-Issuers and the Guarantors shall be deemed to have paid and been discharged from their Series Obligations with respect to such Defeased Series and thereafter such Defeased Series shall be deemed to be “Outstanding” only for purposes of (1) the Trustee’s and the Paying Agent’s obligations under Section 12.2 and Section 12.3, (2) the Noteholders’ and the Trustee’s obligations under Section 14.13 and (3) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a). The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral Agreements of such Series Obligations.

Series Defeasance. Except as may be provided Subject to the contrary in any terms of each Series Supplement, the Co-IssuersIssuer, solely in connection with an optional prepayment in full, a mandatory prepayment the payment in full (whether optional or mandatory) or a redemption in full of all Outstanding Notes of a particular Series Series, Class, Subclass or Tranche of Notes (the “Defeased Series”) or in connection with the Series Legal Final Maturity Date of a particular Series of Notes, may terminate all Series Obligations with respect to such Series of Notes their obligations and all Obligations the obligations of the Guarantors under the Guarantee and Collateral Agreements in Transaction Documents with respect of to such Series Series, Class, Subclass or Tranche of Notes on and as of any Business Day (the “Series Defeasance Date”) so long as), provided: (i) the Co-Issuers Issuer irrevocably deposit deposits in trust with the Trustee, or at the option of the Trustee, with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-IssuersIssuer under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, U.S. Dollars and/or or Government Securities (or any combination thereof) 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 Trustee, to pay (without consideration of any reinvestment) without duplication: (A) all principal, interest, contingent interest, premiums, make-whole prepayment consideration, commitment fees, administrative expenses, Class A-1 Notes Other Amounts, interest consideration on the Outstanding Notes of such Series Series, Class, Subclass or Tranche (including additional interest that accrues after the anticipated repayment date a Series Anticipated Repayment Date or renewal date, if applicable) and any other Series Obligations that will be due and payable by the Co-Issuers Issuer solely with respect to the Defeased Series as of the applicable prepayment date, redemption date or Series Legal Final Maturity Date, as applicablethe case may be, and to pay all other sums payable by them under this the Base Indenture and each other Transaction Document with respect to the Defeased SeriesSeries of Notes; (B) all Weekly Monthly Management Fees, Supplemental Management Fees, unreimbursed Manager Advances (and outstanding interest thereon) and Manager Advances (and outstanding interest thereon), all fees, indemnities, reimbursements and expenses due to the Trustee, the ManagersManager, the Servicer Control Party and the Back-Up Manager, and all Successor Manager Transition Expenses and Successor Servicer Control Party Transition Expenses, in each case that will be due and payable on or as of the following Monthly Allocation Date or Quarterly Calculation Payment Date, as applicable; and (C) all Securitization Operating Expenses, all Class A-1 Notes Administrative Expenses for the Defeased Series, all Class A-1 Notes Interest Adjustment Amounts for the Defeased Series, in each case, Series that are due and unpaid as of the Series Defeasance Date to the Actual Knowledge of either the Manager; provided provided, that any the terms of each Government Securities Security deposited in trust shall provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or Series Legal Final Maturity of the Defeased Series, as the case may beapplicable; and provided, further, that (x) if the deposit is held by a trustee of an irrevocable trust other than Trustee, such trustee shall have been irrevocably instructed by the Issuer to pay such money or the proceeds of such Government Securities to the Trustee on or prior to the prepayment date, redemption date, or Series Legal Final Maturity Date, as applicable and (y) the Trustee shall have been irrevocably instructed by either Co-the Issuer to apply such funds money or the proceeds of such Government Securities to the payment of principal, premiums, make-whole prepayment consideration and interest the Series Obligations with respect to the Notes of such Series Series, Class, Subclass or Tranche and such to the payment of other sumsfees and expenses, as applicable; (ii) all commitments under all Class A-1 Note Purchase Agreements with respect to the Defeased Series shall have been terminated on or before the Series Defeasance Date[reserved]; (iii) the Co-Issuers deliver Issuer delivers notice of prepayment, redemption or maturity in full of such Series Series, Class, Subclass or Tranche of Notes in full to the Noteholders of the Defeased Series, the ManagersManager, the Trustee, the Control Party, the Servicer, the Controlling Class Representative, the Back-Up Manager and each Rating Agency the Control Party not more than twenty (20) Business Days prior to the Series Defeasance Date, and such notice is expressly stated to be, or as of the date of the deposit has become, irrevocable; (iv) if, after giving effect to the deposit, if any other Series Series, Class, Subclass or Tranche of Notes is Outstanding, the Co-Issuers deliver Issuer delivers to the Trustee an Officers’ Officer’s Certificate of the Issuer stating that no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default shall have occurred and be continuing on the date of such deposit; (v) the Co-Issuers deliver Issuer delivers to the Trustee an Officers’ Officer’s Certificate stating that the defeasance was not made by the Co-Issuers Issuer with the intent of preferring the holders of the Defeased Series over other creditors of any Co-the Issuer or with the intent of defeating, hindering, delaying or defrauding other creditors; (vi) the Co-Issuers deliver Issuer delivers notice of such deposit to the Control Party, the Manager, Manager and the Back-Up Manager and each Rating Agency on or before the date of the deposit; (vii) such defeasance will not result in a breach or violation of, or constitute a default under, the Indenture or any other Indenture Document;Transaction Documents; and (viii) the Rating Agency Condition is satisfied with respect to each Series of Notes Outstanding, if any, other than the Defeased Series; and (ix) the Co-Issuers deliver Issuer delivers to the Trustee an Opinion of Counsel to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and Indenture, the Guarantee and Collateral Agreements Agreement and the other Transaction Documents shall be discharged and cease to be of further effect with respect to such Defeased Series, the Co-Issuers Issuer and the Guarantors shall be deemed to have paid and been discharged from their Series Obligations with respect to such Defeased Series and thereafter such Defeased Series shall be deemed to be “Outstanding” only for purposes of (1) the Issuer’s obligations under Section 10.5, (2) the Trustee’s and the Paying Agent’s obligations under Section 10.11, Section 12.2 and Section 12.3, (23) the Noteholders’ and the Trustee’s obligations under Section 14.13 and (34) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a). The Trustee, on demand of and at the Securitization Entitiesexpense of the Issuer, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral Agreements Agreement of such Series Obligations. For the avoidance of doubt, upon the termination of a Series Supplement in accordance with the terms thereof, such Series of Notes shall be a “Defeased Series” and all Series Obligations with respect to such Series of Notes and all Obligations of the Guarantors under the Guarantee and Collateral Agreement in respect of such Series of Notes shall terminate and such date of termination shall be a “Series Defeasance Date”. Upon such termination of the Series Supplement in accordance with its terms, the Indenture, the Guarantee and Collateral Agreement and the other Transaction Documents shall cease to be of further effect with respect to such Defeased Series, the Issuer and the Guarantors shall be deemed to have paid and been discharged from their Series Obligations with respect to such Defeased Series and thereafter such Defeased Series shall no longer be deemed Outstanding hereunder.

Series Defeasance. Except as may be provided to the contrary in any Series Supplement, the CoIssuerCo-Issuers, solely in connection with an optional prepayment in full, a mandatory prepayment in full or a redemption in full of all Outstanding Notes of a particular Series (the “Defeased Series”) or in connection with the Series Legal Final Maturity Date of a particular Series of Notes, may terminate all Series Obligations with respect to such Series of Notes and all Obligations of the Guarantors under the Guarantee and Collateral Agreements AgreementAgreements in respect of such Series of Notes as of any Business Day (the “Series Defeasance Date”) so long as: (i) the CoIssuerCo-Issuers irrevocably deposit depositsdeposit in trust with the Trustee, or with a trustee reasonably satisfactory to the Control Party, the Trustee and the CoIssuerCo-Issuers, U.S. Dollars and/or Government Securities 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 Trustee, to pay without duplication: (A) (1) all principal, premiums, make-whole prepayment consideration, commitment fees, administrative expenses, Class A-1 Notes Other Amounts, interest on the Outstanding Notes of such Series (including additional interest that accrues after the anticipated repayment date or renewal date, if applicable) any other Series Obligations that will be due and payable by the CoIssuerCo-Issuers solely with respect to the Defeased Series as of the applicable prepayment date, redemption date or Series Legal Final Maturity Date, as applicable, and to pay all other sums payable by them under this Base Indenture and each other Transaction Document with respect to the Defeased Series; (B) (2) all Weekly Management Fees, Supplemental Management Fees, unreimbursed Advances (and outstanding interest thereon) and Manager Advances (and outstanding interest thereon), all fees, indemnities, reimbursements and expenses due to the Trustee, the ManagersManagerManagers, the Servicer and the Back-Up Manager, and all Successor Manager Transition Expenses and Successor Servicer Transition Expenses, in each case that will be due and payable as of the following Quarterly Calculation Date; and (C) (3) all Securitization Operating Expenses, all Class A-1 Notes Administrative Expenses for the Defeased Series, all Class A-1 Notes Interest Adjustment Amounts for the Defeased Series, in each case, that are due and unpaid as of the Series Defeasance Date to the Actual Knowledge of either theeither Manager; provided that any Government Securities shall provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or Series Legal Final Maturity of the Defeased Series, as the case may be; and the Trustee shall have been irrevocably instructed by either the Issuereither Co-Issuer to apply such funds to the payment of principal, premiums, make-whole prepayment consideration and interest with respect to the Notes of such Series and such other sums; (ii) all commitments under all Class A-1 Note Purchase Agreements with respect to the Defeased Series shall have been terminated on or before the Series Defeasance Date; (iii) the CoIssuer deliversCo-Issuers deliver notice of prepayment, redemption or maturity of such Series of Notes in full to the Noteholders of the Defeased Series, the ManagersManagerManagers, the Trustee, the Control Party, the Servicer, the Controlling Class Representative, the Back-Up Manager and each Rating Agency not more than twenty (20) Business Days prior to the Series Defeasance Date, and such notice is expressly stated to be, or as of the date of the deposit has become, irrevocable; (iv) after giving effect to the deposit, if any other Series of Notes is Outstanding, the CoIssuer deliversCo-Issuers deliver to the Trustee an OfficersOfficer’sOfficers’ Certificate of the Issuer stating that no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default shall have occurred and be continuing on the date of such deposit; (v) the CoIssuer deliversCo-Issuers deliver to the Trustee an OfficersOfficer’sOfficers’ Certificate stating that the defeasance was not made by the CoIssuerCo-Issuers with the intent of preferring the holders of the Defeased Series over other creditors of any Co-the Issuerany Co- Issuer or with the intent of defeating, hindering, delaying or defrauding other creditors; (vi) the CoIssuer deliversCo-Issuers deliver notice of such deposit to the Control Party, the Manager, the Back-Up Manager and each Rating Agency on or before the date of the deposit; (vii) such defeasance will not result in a breach or violation of, or constitute a default under, the Indenture or any other Indenture Document; (viii) the Rating Agency Condition is satisfied with respect to each Series of Notes Outstanding, if any, other than the Defeased Series; and (ix) the CoIssuer deliversCo-Issuers deliver to the Trustee an Opinion of Counsel to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and the Guarantee and Collateral Agreements AgreementAgreements shall be discharged and cease to be of further effect with respect to such Defeased Series, the CoIssuerCo-Issuers and the Guarantors shall be deemed to have paid and been discharged from their Series Obligations with respect to such Defeased Series and thereafter such Defeased Series shall be deemed to be “Outstanding” only for purposes of (1) the Trustee’s and the Paying Agent’s obligations under Section 12.2 and Section 12.3, (2) the Noteholders’ and the Trustee’s obligations under Section 14.13 and (3) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a). The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral Agreements AgreementAgreements of such Series Obligations.

Series Defeasance. Except as may be provided to the contrary in any Series Supplement, the Co-IssuersIssuer, solely in connection with an optional prepayment in full, a mandatory prepayment in full or a redemption in full of all Outstanding Notes of a particular Series (the “Defeased Series”) or in connection with the Series Legal Final Maturity Date of a particular Series of Notes, may terminate all Series Obligations with respect to such Series of Notes and all Obligations of the Guarantors under the Guarantee and Collateral Agreements Agreement in respect of such Series of Notes as of any Business Day (the “Series Defeasance Date”) so long as: (i) the Co-Issuers Issuer irrevocably deposit deposits in trust with the Trustee, or with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-IssuersIssuer, U.S. Dollars and/or Government Securities 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 Trustee, to pay without duplication: (A1) all principal, premiums, make-whole prepayment consideration, commitment fees, administrative administration expenses, Class A-1 Notes Other Amounts, interest on the Outstanding Notes of such Series (including additional interest that accrues after the anticipated repayment date or renewal date, if applicable) ), Series Hedge Payment Amounts and any other Series Obligations that will be due and payable by the Co-Issuers Issuer solely with respect to the Defeased Series as of the applicable prepayment date, redemption date or Series Legal Final Maturity Date, as applicable, and to pay all other sums payable by them under this Base Indenture and each other Transaction Document (including each Series Hedge Agreement) with respect to the Defeased Series; (B2) all Weekly Management Fees, Supplemental Management Fees, unreimbursed Advances (and outstanding interest thereon) and Manager Advances (and outstanding interest thereon), all fees, indemnities, reimbursements and expenses due to the Trustee, the ManagersManager, the Servicer and the Back-Up Manager, and all Successor Manager Transition Expenses and Successor Servicer Transition Expenses, in each case that will be due and payable as of the following Weekly Allocation Date or Quarterly Calculation Payment Date, as applicable; and (C3) all Securitization Operating Expenses, all Class A-1 Notes Administrative Expenses for the Defeased Series, all Class A-1 Notes Interest Adjustment Amounts for the Defeased Series, Class A-1 Notes Commitment Fees Adjustment Amounts and all Class A-1 Notes Other Amounts for the Defeased Series, in each case, that are due and unpaid as of the Series Defeasance Date to the Actual Knowledge of either the Manager; provided that any Government Securities shall provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or Series Legal Final Maturity of the Defeased Series, as the case may be; and the Trustee shall have been irrevocably instructed by either Co-the Issuer to apply such funds to the payment of principal, premiums, make-whole prepayment consideration and interest with respect to the Notes of such Series and such other sums; (ii) all commitments under all Class A-1 Note Purchase Agreements and all Series Hedge Agreements with respect to the Defeased Series shall have been terminated on or before the Series Defeasance Date; (iii) the Co-Issuers deliver Issuer delivers notice of prepayment, redemption or maturity of such Series of Notes in full to the Noteholders of the Defeased Series, the ManagersManager, the Trustee, the Control Party, the Servicer, the Controlling Class Representative, the Back-Up Manager and each the Rating Agency not more than twenty (20) Business Days prior to the Series Defeasance Date, and such notice is expressly stated to be, or as of the date of the deposit has become, irrevocable; (iv) after giving effect to the deposit, if any other Series of Notes is Outstanding, the Co-Issuers deliver Issuer delivers to the Trustee an Officers’ Officer’s Certificate of the Issuer stating that no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default shall have occurred and be continuing on the date of such deposit; (v) the Co-Issuers deliver Issuer delivers to the Trustee an Officers’ Officer’s Certificate stating that the defeasance was not made by the Co-Issuers Issuer with the intent of preferring the holders of the Defeased Series over other creditors of any Co-the Issuer or with the intent of defeating, hindering, delaying or defrauding other creditors; (vi) the Co-Issuers deliver Issuer delivers notice of such deposit to the Control Party, the Manager, the Back-Up Manager and each the Rating Agency on or before the date of the deposit; (vii) such defeasance will not result in a breach or violation of, or constitute a default under, the Indenture or any other Indenture Document;; and (viii) the Rating Agency Condition is satisfied with respect to each Series of Notes Outstanding, if any, other than the Defeased Series; and (ix) the Co-Issuers deliver Issuer delivers to the Trustee an Opinion of Counsel to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and the Guarantee and Collateral Agreements Agreement shall be discharged and cease to be of further effect with respect to such Defeased Series, the Co-Issuers Issuer and the Guarantors shall be deemed to have paid and been discharged from their Series Obligations with respect to such Defeased Series and thereafter such Defeased Series shall be deemed to be “Outstanding” only for purposes of (1) the Trustee’s and the Paying Agent’s obligations under Section Sections 12.2 and Section 12.3, (2) the Noteholders’ and the Trustee’s obligations under Section 14.13 and (3) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a). The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral Agreements Agreement of such Series Obligations.

Series Defeasance. Except as may be provided to the contrary in any Series Supplement, the Co-IssuersMaster Issuer, solely in connection with an optional prepayment in full, a mandatory prepayment in full or a redemption in full of all Outstanding Notes of a particular Series (the “Defeased Series”) or in connection with the Series Legal Final Maturity Date of a particular such Series of Notes, may terminate all Series of its Obligations with respect to such Series of Notes under the Indenture and all Obligations of the Guarantors under the Guarantee and Collateral Agreements Agreement in respect of such Series of Notes (the “Defeased Series”) on and as of any Business Day (the “Series Defeasance Date”) so long as: ), provided: (i) the Co-Issuers Master Issuer irrevocably deposit deposits in trust with the Trustee, or with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-IssuersMaster Issuer, U.S. Dollars and/or Government Securities sufficient (after giving effect to the application of funds on deposit in an amount sufficientthe applicable Series Distribution Account), in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay pay, without duplication: : (A1) all principal, premiums, if any, make-whole prepayment considerationpremiums, if any, Series Hedge Payment Amounts, commitment fees, administrative administration expenses, Class A-1 Notes Other Amounts, interest on the Outstanding Notes of such Defeased Series (including additional interest that accrues after the anticipated repayment date or renewal date, if applicable) and any other Series Obligations amounts that will be due and payable by the Co-Issuers Master Issuer solely with respect to the Defeased Series as of to the applicable prepayment date, redemption date or Series Legal Final Maturity Datematurity date, as applicablethe case may be, and to pay all other sums payable by them under this the Base Indenture Indenture, each other Related Document and each other Transaction Document Series Hedge Agreement with respect to the such Defeased Series; ; (B2) all Weekly Management Fees, Supplemental Management Fees, unreimbursed Advances (and outstanding interest thereon) and Manager Advances (and outstanding interest thereon), all fees, indemnities, reimbursements and expenses due to the Trustee, the ManagersManager, the Servicer and the Back-Up Manager, and all Successor Manager Transition Expenses and Successor Servicer Transition Expenses, in each case that will be due and payable as of the following Quarterly Calculation Date; and and (C3) all Securitization Operating Expenses, all Class A-1 Notes Administrative Expenses for the Defeased Series, all Class A-1 Notes Interest Adjustment Amounts for the Defeased Series and all Class A-1 Notes Other Amounts for the Defeased Series, in each case, that are due and unpaid as of the Series Defeasance Date to the Actual Knowledge of either the Manager; provided that provided, any Government Securities shall must provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or Series Legal Final Maturity of the Defeased Seriesmaturity date, as the case may be; , and the Trustee shall must have been irrevocably instructed by either Co-Issuer to apply such funds to the payment of principal, premiums, make-whole prepayment consideration premiums and interest with respect to the Notes of such Series and such other sums; (ii) all commitments under all Class A-1 Note Purchase Agreements with respect to the Defeased Series shall have been terminated on or before the Series Defeasance Date; (iii) the Co-Issuers deliver notice of prepayment, redemption or maturity of such Series of Notes in full to the Noteholders of the Defeased Series, the Managers, the Trustee, the Control Party, the Servicer, the Controlling Class Representative, the Back-Up Manager and each Rating Agency not more than twenty (20) Business Days prior to the Series Defeasance Date, and such notice is expressly stated to be, or as of the date of the deposit has become, irrevocable; (iv) after giving effect to the deposit, if any other Series of Notes is Outstanding, the Co-Issuers deliver to the Trustee an Officers’ Certificate stating that no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default shall have occurred and be continuing on the date of such deposit; (v) the Co-Issuers deliver to the Trustee an Officers’ Certificate stating that the defeasance was not made by the Co-Issuers with the intent of preferring the holders of the Defeased Series over other creditors of any Co-Issuer or with the intent of defeating, hindering, delaying or defrauding other creditors; (vi) the Co-Issuers deliver notice of such deposit to the Control Party, the Manager, the Back-Up Manager and each Rating Agency on or before the date of the deposit; (vii) such defeasance will not result in a breach or violation of, or constitute a default under, the Indenture or any other Indenture Document; (viii) the Rating Agency Condition is satisfied with respect to each Series of Notes Outstanding, if any, other than the Defeased Series; and (ix) the Co-Issuers deliver to the Trustee an Opinion of Counsel to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and the Guarantee and Collateral Agreements shall be discharged and cease to be of further effect with respect to such Defeased Series, the Co-Issuers and the Guarantors shall be deemed to have paid and been discharged from their Series Obligations with respect to such Defeased Series and thereafter such Defeased Series shall be deemed to be “Outstanding” only for purposes of (1) the Trustee’s and the Paying Agent’s obligations under Section 12.2 and Section 12.3, (2) the Noteholders’ and the Trustee’s obligations under Section 14.13 and (3) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a). The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral Agreements of such Series Obligations.

Series Defeasance. Except as may be provided to the contrary in any Series Supplement, the Co-IssuersMaster Issuer, solely in connection with an optional prepayment in full, a mandatory prepayment in full or a redemption in full of all Outstanding Notes of a particular Series (the “Defeased Series”) or in connection with the Series Legal Final Maturity Date of a particular such Series of Notes, may terminate all Series of its Obligations with respect to such Series of Notes under the Indenture and all Obligations of the Guarantors under the Guarantee and Collateral Agreements Agreement in respect of such Series of Notes (the “Defeased Series”) on and as of any Business Day (the “Series Defeasance Date”) so long as), provided: (i) the Co-Issuers Master Issuer irrevocably deposit deposits in trust with the Trustee, or with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-IssuersMaster Issuer, U.S. Dollars and/or Government Securities sufficient (after giving effect to the application of funds on deposit in an amount sufficientthe applicable Series Distribution Account), in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay pay, without duplication: (A1) all principal, premiums, if any, make-whole prepayment considerationpremiums, if any, Series Hedge Payment Amounts, commitment fees, administrative administration expenses, Class A-1 Notes Other Amounts, interest on the Outstanding Notes of such Defeased Series (including additional interest that accrues after the anticipated repayment date or renewal date, if applicable) and any other Series Obligations amounts that will be due and payable by the Co-Issuers Master Issuer solely with respect to the Defeased Series as of to the applicable prepayment date, redemption date or Series Legal Final Maturity Datematurity date, as applicablethe case may be, and to pay all other sums payable by them under this the Base Indenture Indenture, the Control Party Agreement, any Advance Funding Agreement, each other Related Document and each other Transaction Document Series Hedge Agreement with respect to the such Defeased Series; (B2) all Weekly Management Fees, Supplemental Management Fees, unreimbursed Advances (and outstanding interest thereon) Fees and Manager Advances (and outstanding interest thereon), all fees, indemnities, reimbursements and expenses due to the Trustee, the ManagersManager, the Servicer Control Party, the Advance Funding Providers and the Back-Up Manager, and all Successor Manager Transition Expenses and Successor Servicer Transition Expenses, in each case that will be due and payable as of the following Quarterly Calculation Date; and (C3) all Securitization Operating Expenses, all Class A-1 Notes Administrative Expenses for the Defeased Series, all amounts in respect of interest on Class A-1 Notes Interest Adjustment of the Defeased Series and all Class A-1 Notes Other Amounts for the Defeased Series, in each case, that are due and unpaid as of the Series Defeasance Date to the Actual Knowledge of either the Manager; provided that provided, any Government Securities shall must provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or Series Legal Final Maturity of the Defeased Seriesmaturity date, as the case may be; , and the Trustee shall must have been irrevocably instructed by either Co-Issuer to apply such funds to the payment of principal, premiums, make-whole prepayment consideration premiums and interest with respect to the Notes of such Series and such other sums; (ii) all commitments under all Class A-1 Variable Funding Note Purchase Agreements, Advance Funding Agreements and Series Hedge Agreements with respect to the such Defeased Series shall have been are terminated on or before the Series Defeasance Date; (iii) the Co-Issuers deliver Master Issuer delivers notice of prepayment, redemption or maturity of such Series of Notes in full to the Noteholders of the Defeased Series, the ManagersManager, the Trustee, the Control Party, the Servicer, the Controlling Class Representative, the Back-Up Manager and each Rating Agency not more than twenty (20) Business Days prior to the Series Defeasance Date, and such notice is expressly stated to be, or as of the date of the deposit has become, irrevocable; provided that such notice may be conditioned upon the contemporaneous closing of a financing the proceeds of which will be used to fund all or a portion of such deposit; (iv) after giving effect to the deposit, if any other Series of Notes is Outstanding, the Co-Issuers deliver Master Issuer delivers to the Trustee an Officers’ Officer’s Certificate of the Master Issuer stating that no Potential Rapid Amortization Event, Rapid Amortization Event, Class A-1 Notes Amortization Event, Default or Event of Default shall have has occurred and will be continuing on the date of such depositcontinuing; (v) the Co-Issuers deliver Master Issuer delivers to the Trustee an Officers’ Officer’s Certificate stating that the defeasance was not made by the Co-Issuers Master Issuer with the intent of preferring the holders Holders of the Defeased Series over other creditors of any Co-the Master Issuer or with the intent of defeating, hindering, delaying or defrauding other creditors; (vi) the Co-Issuers deliver Master Issuer delivers notice of such deposit to the Control Party, the Manager, the Back-Up Manager and each Rating Agency on or before the date of the deposit; (vii) such defeasance will not result in a breach or violation of, or constitute a default under, the Indenture or any other Indenture Document;Documents; and (viii) the Rating Agency Condition is satisfied with respect to each Series of Notes Outstanding, if any, other than the Defeased Series; and (ix) the Co-Issuers deliver Master Issuer delivers to the Trustee an Opinion of Counsel to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and Indenture, the Guarantee and Collateral Agreements Agreement and each of the Related Documents shall be discharged and cease to be of further effect (other than any provisions which by their express terms survive the termination thereof) with respect to such Defeased Series, the Co-Issuers Master Issuer and the Guarantors shall be deemed to have paid and been discharged from their Series Obligations with respect to such Defeased Series and thereafter such Defeased Series shall be deemed to be “Outstanding” only for purposes of (1) the Trustee’s and the Paying Agent’s obligations under Section 12.2 and Section 12.3, (2) the NoteholdersHolders’ and the Trustee’s obligations under Section 14.13 and (3) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a) (or, in each case, to de-registration and/or registration of Uncertificated Notes). The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral Agreements Agreement of such Series Obligations.

Series Defeasance. Except as may be provided to the contrary in any Series Supplement, the Co-IssuersMaster Issuer, solely in connection with an optional prepayment in full, a mandatory prepayment in full or a redemption in full of all Outstanding Notes of a particular Series (the “Defeased Series”) or in connection with the Series Legal Final Maturity Date of a particular such Series of Notes, may terminate all Series of its Obligations with respect to such Series of Notes under the Indenture and all Obligations of the Guarantors under the Guarantee and Collateral Agreements in respect of such Series of Notes (the “Defeased Series”) on and as of any Business Day (the “Series Defeasance Date”) so long as), provided: (i) the Co-Issuers Master Issuer irrevocably deposit deposits in trust with the Trustee, or with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-IssuersMaster Issuer, U.S. Dollars and/or Government Securities sufficient (after giving effect to the application of funds on deposit in an amount sufficientthe applicable Series Distribution Account), in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay pay, without duplication: (A1) all principal, premiums, if any, make-whole prepayment considerationpremiums, if any, Series Hedge Payment Amounts, commitment fees, administrative administration expenses, Class A-1 Notes Other Amounts, interest on the Outstanding Notes of such Defeased Series (including additional interest that accrues after the anticipated repayment date or renewal date, if applicable) and any other Series Obligations amounts that will be due and payable by the Co-Issuers Master Issuer solely with respect to the Defeased Series as of to the applicable prepayment date, redemption date or Series Legal Final Maturity Datematurity date, as applicablethe case may be, and to pay all other sums payable by them under this the Base Indenture Indenture, each other Related Document and each other Transaction Document Series Hedge Agreement with respect to the such Defeased Series; (B2) all Weekly Management Fees, Supplemental Management Fees, unreimbursed Advances (and outstanding interest thereon) and Manager Advances (and outstanding interest thereon), all fees, indemnities, reimbursements and expenses due to the Trustee, the ManagersManager, the Servicer and the Back-Up Manager, and all Successor Manager Transition Expenses and Successor Servicer Transition Expenses, in each case that will be due and payable as of the following Quarterly Calculation Date; and (C3) all Securitization Operating Expenses, all Class A-1 Notes Administrative Expenses for the Defeased Series, all Class A-1 Notes Interest Adjustment Amounts for the Defeased Series and all Class A-1 Notes Other Amounts for the Defeased Series, in each case, that are due and unpaid as of the Series Defeasance Date to the Actual Knowledge of either the Manager; provided that provided, any Government Securities shall must provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or Series Legal Final Maturity of the Defeased Seriesmaturity date, as the case may be; , and the Trustee shall must have been irrevocably instructed by either Co-Issuer to apply such funds to the payment of principal, premiums, make-whole prepayment consideration premiums and interest with respect to the Notes of such Series and such other sums; (ii) all commitments under all Class A-1 Variable Funding Note Purchase Agreements and Series Hedge Agreements with respect to the such Defeased Series shall have been are terminated on or before the Series Defeasance Date; (iii) the Co-Issuers deliver Master Issuer delivers notice of prepayment, redemption or maturity of such Series of Notes in full to the Noteholders of the Defeased Series, the ManagersManager, the Trustee, the Control Party, the Servicer, the Controlling Class Representative, the Back-Up Manager and each the Rating Agency not more than twenty (20) Business Days prior to the Series Defeasance Date, and such notice is expressly stated to be, or as of the date of the deposit has become, irrevocable; provided that such notice may be conditioned upon the contemporaneous closing of a financing the proceeds of which will be used to fund all or a portion of such deposit; (iv) after giving effect to the deposit, if any other Series of Notes is Outstanding, the Co-Issuers deliver Master Issuer delivers to the Trustee an Officers’ Officer’s Certificate of the Master Issuer stating that no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default shall have has occurred and will be continuing on the date of such depositcontinuing; (v) the Co-Issuers deliver Master Issuer delivers to the Trustee an Officers’ Officer’s Certificate stating that the defeasance was not made by the Co-Issuers Master Issuer with the intent of preferring the holders Holders of the Defeased Series over other creditors of any Co-the Master Issuer or with the intent of defeating, hindering, delaying or defrauding other creditors; (vi) the Co-Issuers deliver Master Issuer delivers notice of such deposit to the Control Party, the Manager, the Back-Up Manager and each the Rating Agency on or before the date of the deposit; (vii) such defeasance will not result in a breach or violation of, or constitute a default under, the Indenture or any other Indenture Document;Documents; and (viii) the Rating Agency Condition is satisfied with respect to each Series of Notes Outstanding, if any, other than the Defeased Series; and (ix) the Co-Issuers deliver Master Issuer delivers to the Trustee an Opinion of Counsel to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and the Guarantee and Collateral Agreements Agreement shall be discharged and cease to be of further effect with respect to such Defeased Series, the Co-Issuers Master Issuer and the Guarantors shall be deemed to have paid and been discharged from their Series Obligations with respect to such Defeased Series and thereafter such Defeased Series shall be deemed to be “Outstanding” only for purposes of (1) the Trustee’s and the Paying Agent’s obligations under Section 12.2 and Section 12.3, (2) the Noteholders’ and the Trustee’s obligations under Section 14.13 and (3) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a) (or in each case, to de-registration and/or registration of Uncertificated Notes). The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral Agreements Agreement of such Series Obligations.

Series Defeasance. Except as may be provided to the contrary in any Series Supplement, the Co-IssuersMaster Issuer, solely in connection with an optional prepayment in full, a mandatory prepayment in full or a redemption in full of all Outstanding Notes of a particular Series (the “Defeased Series”) or in connection with the Series Legal Final Maturity Date of a particular Series of Notes, may terminate all Series of its Obligations with respect to such Series of Notes under the Indenture and all Obligations of the Guarantors under the Guarantee and Collateral Agreements Agreement in respect of such Series of Notes on and as of any Business Day (the “Series Defeasance Date”) so long as), provided: (i) the Co-Issuers Master Issuer irrevocably deposit deposits in trust with the Trustee, or with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-IssuersMaster Issuer, U.S. Dollars dollars and/or Government Securities sufficient (after giving effect to the application of funds on deposit in an amount sufficientthe applicable Series Distribution Account), in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay pay, without duplication: (A1) all principal, premiums, if any, make-whole prepayment considerationpremiums, if any, Series Hedge Payment Amounts, commitment fees, administrative administration expenses, Class A-1 Notes Other Amounts, interest on the Outstanding Notes of such Defeased Series (including additional interest that accrues after the anticipated repayment date or renewal date, if applicable) and any other Series Obligations amounts that will be due and payable by the Co-Issuers Master Issuer solely with respect to the Defeased Series as of to the applicable prepayment date, redemption date or Series Legal Final Maturity Datematurity date, as applicablethe case may be, and to pay all other sums payable by them under this the Base Indenture Indenture, each other Related Document and each other Transaction Document Series Hedge Agreement with respect to the such Defeased SeriesSeries of Notes; (B2) all Weekly Management Fees, Supplemental Management Fees, unreimbursed Advances (and outstanding interest thereon) and Manager Advances (and outstanding interest thereon), all fees, indemnities, reimbursements and expenses due to the Trustee, the ManagersManager, the Servicer and the Back-Up Manager, and all Successor Manager Transition Expenses and Successor Servicer Transition Expenses, in each case that will be due and payable as of the following Quarterly Calculation Date; and (C3) all Securitization Operating Expenses, all Class A-1 Notes Administrative Expenses for the Defeased Series, all Class A-1 Notes Interest Adjustment Amounts for the Defeased Series and all Class A-1 Notes Other Amounts for the Defeased Series, in each case, that are due and unpaid as of the Series Defeasance Date to the Actual Knowledge of either the Manager; provided that provided, any Government Securities shall must provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or Series Legal Final Maturity of the Defeased Seriesmaturity date, as the case may be; , and the Trustee shall must have been irrevocably instructed by either Co-Issuer to apply such funds to the payment of principal, premiums, make-whole prepayment consideration premiums and interest with respect to the Notes of such Series and such other sums; (ii) all commitments under all Class A-1 Variable Funding Note Purchase Agreements and Series Hedge Agreements with respect to the such Defeased Series shall have been of Notes are terminated on or before the Series Defeasance Date; (iii) the Co-Issuers deliver Master Issuer delivers notice of prepayment, redemption or maturity of such Series of Notes in full to the Noteholders of the Defeased Series, the ManagersManager, the Trustee, the Control Party, the Servicer, the Controlling Class Representative, the Back-Up Manager and each the Rating Agency Agencies not more than twenty (20) Business Days prior to the Series Defeasance Date, and such notice is expressly stated to be, or as of the date of the deposit has become, irrevocable; provided, that such notice may be conditioned upon the contemporaneous closing of a financing the proceeds of which will be used to fund all or a portion of such deposit; (iv) after giving effect to the deposit, if any other Series of Notes is Outstanding, the Co-Issuers deliver Master Issuer delivers to the Trustee an Officers’ Officer’s Certificate of the Master Issuer stating that no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default shall have has occurred and will be continuing on the date of such depositcontinuing; (v) the Co-Issuers deliver Master Issuer delivers to the Trustee an Officers’ Officer’s Certificate stating that the defeasance was not made by the Co-Issuers Master Issuer with the intent of preferring the holders of the Defeased Series over other creditors of any Co-the Master Issuer or with the intent of defeating, hindering, delaying or defrauding other creditors; (vi) the Co-Issuers deliver Master Issuer delivers notice of such deposit to the Control Party, the Manager, the Back-Up Manager and each the Rating Agency Agencies on or before the date of the deposit; (vii) such defeasance will not result in a breach or violation of, or constitute a default under, the Indenture or any other Indenture Document;Documents; and (viii) the Rating Agency Condition is satisfied with respect to each Series of Notes Outstanding, if any, other than the Defeased Series; and (ix) the Co-Issuers deliver Master Issuer delivers to the Trustee an Opinion of Counsel to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and the Guarantee and Collateral Agreements Agreement shall be discharged and cease to be of further effect with respect to such Defeased Series, the Co-Issuers Master Issuer and the Guarantors shall be deemed to have paid and been discharged from their Series Obligations with respect to such Defeased Series and thereafter such Defeased Series shall be deemed to be “Outstanding” only for purposes of (1) the Trustee’s and the Paying Agent’s obligations under Section 12.2 and Section 12.3, (2) the Noteholders’ and the Trustee’s obligations under Section 14.13 and (3) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a). The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral Agreements Agreement of such Series Obligations.

Series Defeasance. Except as may be provided to the contrary in any Series Supplement, the Co-IssuersMaster Issuer, solely in connection with an optional prepayment in full, a mandatory prepayment in full or a redemption in full of all Outstanding Notes of a particular Series (the “Defeased Series”) or in connection with the Series Legal Final Maturity Date of a particular such Series of Notes, may terminate all Series of its Obligations with respect to such Series of Notes under the Indenture and all Obligations of the Guarantors under the Guarantee and Collateral Agreements in respect of such Series of Notes (the “Defeased Series”) on and as of any Business Day (the “Series Defeasance Date”) so long as), provided: (i) the Co-Issuers Master Issuer irrevocably deposit deposits in trust with the Trustee, or with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-IssuersMaster Issuer, U.S. Dollars and/or Government Securities sufficient (after giving effect to the application of funds on deposit in an amount sufficientthe applicable Series Distribution Account), in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay pay, without duplication: (A1) all principal, premiums, if any, make-whole prepayment considerationpremiums, if any, Series Hedge Payment Amounts, commitment fees, administrative administration expenses, Class A-1 Notes Other Amounts, interest on the Outstanding Notes of such Defeased Series (including additional interest that accrues after the anticipated repayment date or renewal date, if applicable) and any other Series Obligations amounts that will be due and payable by the Co-Issuers Master Issuer solely with respect to the Defeased Series as of to the applicable prepayment date, redemption date or Series Legal Final Maturity Datematurity date, as applicablethe case may be, and to pay all other sums payable by them under this the Base Indenture Indenture, each other Related Document and each other Transaction Document Series Hedge Agreement with respect to the such Defeased Series; (B2) all Weekly Management Fees, Supplemental Management Fees, unreimbursed Advances (and outstanding interest thereon) and Manager Advances (and outstanding interest thereon), all fees, indemnities, reimbursements and expenses due to the Trustee, the ManagersManager, the Servicer and the Back-Up Manager, and all Successor Manager Transition Expenses and Successor Servicer Transition Expenses, in each case that will be due and payable as of the following Quarterly Calculation Date; and (C3) all Securitization Operating Expenses, all Class A-1 Notes Administrative Expenses for the Defeased Series, all Class A-1 Notes Interest Adjustment Amounts for the Defeased Series and all Class A-1 Notes Other Amounts for the Defeased Series, in each case, that are due and unpaid as of the Series Defeasance Date to the Actual Knowledge of either the Manager; provided that provided, any Government Securities shall must provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or Series Legal Final Maturity of the Defeased Seriesmaturity date, as the case may be; , and the Trustee shall must have been irrevocably instructed by either Co-Issuer to apply such funds to the payment of principal, premiums, make-whole prepayment consideration premiums and interest with respect to the Notes of such Series and such other sums; (ii) all commitments under all Class A-1 Variable Funding Note Purchase Agreements and Series Hedge Agreements with respect to the such Defeased Series shall have been are terminated on or before the Series Defeasance Date; (iii) the Co-Issuers deliver Master Issuer delivers notice of prepayment, redemption or maturity of such Series of Notes in full to the Noteholders of the Defeased Series, the ManagersManager, the Trustee, the Control Party, the Servicer, the Controlling Class Representative, the Back-Up Manager and each the Rating Agency not more than twenty (20) Business Days prior to the Series Defeasance Date, and such notice is expressly stated to be, or as of the date of the deposit has become, irrevocable; provided that such notice may be conditioned upon the contemporaneous closing of a financing the proceeds of which will be used to fund all or a portion of such deposit; (iv) after giving effect to the deposit, if any other Series of Notes is Outstanding, the Co-Issuers deliver Master Issuer delivers to the Trustee an Officers’ Officer’s Certificate of the Master Issuer stating that no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default shall have has occurred and will be continuing on the date of such depositcontinuing; (v) the Co-Issuers deliver Master Issuer delivers to the Trustee an Officers’ Officer’s Certificate stating that the defeasance was not made by the Co-Issuers Master Issuer with the intent of preferring the holders Holders of the Defeased Series over other creditors of any Co-the Master Issuer or with the intent of defeating, hindering, delaying or defrauding other creditors; (vi) the Co-Issuers deliver Master Issuer delivers notice of such deposit to the Control Party, the Manager, the Back-Up Manager and each the Rating Agency on or before the date of the deposit; (vii) such defeasance will not result in a breach or violation of, or constitute a default under, the Indenture or any other Indenture Document;Documents; and (viii) the Rating Agency Condition is satisfied with respect to each Series of Notes Outstanding, if any, other than the Defeased Series; and (ix) the Co-Issuers deliver Master Issuer delivers to the Trustee an Opinion of Counsel to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and the Guarantee and Collateral Agreements Agreement shall be discharged and cease to be of further effect with respect to such Defeased Series, the Co-Issuers Master Issuer and the Guarantors shall be deemed to have paid and been discharged from their Series Obligations with respect to such Defeased Series and thereafter such Defeased Series shall be deemed to be “Outstanding” only for purposes of (1) the Trustee’s and the Paying Agent’s obligations under Section 12.2 and Section 12.3, (2) the Noteholders’ and the Trustee’s obligations under Section 14.13 and (3) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a). The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral Agreements Agreement of such Series Obligations.

Series Defeasance. Except as may be provided to the contrary in any Series Supplement, the Co-IssuersMaster Issuer, solely in connection with an optional prepayment in full, a mandatory prepayment in full or a redemption in full of all Outstanding Notes of a particular Series (the “Defeased Series”) or in connection with the Series Legal Final Maturity Date of a particular such Series of Notes, may terminate all Series of its Obligations with respect to such Series of Notes under the Indenture and all Obligations of the Guarantors under the Guarantee and Collateral Agreements Agreement in respect of such Series of Notes (the “Defeased Series”) on and as of any Business Day (the “Series Defeasance Date”) so long as), provided: (i) the Co-Issuers Master Issuer irrevocably deposit deposits in trust with the Trustee, or with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-IssuersMaster Issuer, U.S. Dollars and/or Government Securities sufficient (after giving effect to the application of funds on deposit in an amount sufficientthe applicable Series Distribution Account), in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay pay, without duplication: (A) all principal, premiums, if any, make-whole prepayment considerationpremiums, if any, Series Hedge Payment Amounts, commitment fees, administrative administration expenses, Class A-1 Notes Other AmountsAmounts for the Defeased Series, interest on the Outstanding Notes of such Defeased Series (including additional interest that accrues after the anticipated repayment date or renewal date, if applicable) and any other Series Obligations amounts that will be due and payable by the Co-Issuers Master Issuer solely with respect to the Defeased Series as of to the applicable prepayment date, redemption date or Series Legal Final Maturity Datematurity date, as applicablethe case may be, and to pay all other sums payable by them under this the Base Indenture Indenture, each other Related Document and each other Transaction Document Series Hedge Agreement with respect to the such Defeased Series; (B) all Weekly Management Fees, Supplemental Management Fees, unreimbursed Advances (and outstanding interest thereon) and Manager Advances (and outstanding interest thereon), all fees, indemnities, reimbursements and expenses due to the Trustee, the ManagersManager, the Servicer and the Back-Up Manager, and all Successor Manager Transition Expenses and Successor Servicer Transition Expenses, in each case that will be due and payable as of the following Quarterly Calculation Date; and (C) all Securitization Operating Expenses, all Class A-1 Notes Administrative Expenses for the Defeased Series, all Class A-1 Notes Interest Adjustment Amounts for the Defeased Series and all Class A-1 Notes Other Amounts for the Defeased Series, in each case, that are due and unpaid as of the Series Defeasance Date to the Actual Knowledge of either the Manager; provided that provided, any Government Securities shall must provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or Series Legal Final Maturity of the Defeased Seriesmaturity date, as the case may be; , and the Trustee shall must have been irrevocably instructed by either Co-Issuer to apply such funds to the payment of principal, premiums, make-whole prepayment consideration premiums and interest with respect to the Notes of such Series and such other sums; (ii) all commitments under all Class A-1 Variable Funding Note Purchase Agreements and Series Hedge Agreements with respect to the such Defeased Series shall have been are terminated on or before the Series Defeasance Date; (iii) the Co-Issuers deliver Master Issuer delivers notice of prepayment, redemption or maturity of such Series of Notes in full to the Noteholders of the Defeased Series, the ManagersManager, the Trustee, the Control Party, the Servicer, the Controlling Class Representative, the Back-Up Manager and each Rating Agency not more than twenty (20) Business Days prior to the Series Defeasance Date, and such notice is expressly stated to be, or as of the date of the deposit has become, irrevocable; provided that such notice may be conditioned upon the contemporaneous closing of a financing the proceeds of which will be used to fund all or a portion of such deposit; (iv) after giving effect to the deposit, if any other Series of Notes is Outstanding, the Co-Issuers deliver Master Issuer delivers to the Trustee an Officers’ Officer’s Certificate of the Master Issuer stating that no Potential Rapid Amortization Event, Rapid Amortization Event, Class A-1 Notes Amortization Event, Default or Event of Default shall have has occurred and will be continuing on the date of such depositcontinuing; (v) the Co-Issuers deliver Master Issuer delivers to the Trustee an Officers’ Officer’s Certificate stating that the defeasance was not made by the Co-Issuers Master Issuer with the intent of preferring the holders Holders of the Defeased Series over other creditors of any Co-the Master Issuer or with the intent of defeating, hindering, delaying or defrauding other creditors; (vi) the Co-Issuers deliver Master Issuer delivers notice of such deposit to the Control Party, the Manager, the Back-Up Manager and each Rating Agency on or before the date of the deposit; (vii) such defeasance will not result in a breach or violation of, or constitute a default under, the Indenture or any other Indenture Document;Documents; and (viii) the Rating Agency Condition is satisfied with respect to each Series of Notes Outstanding, if any, other than the Defeased Series; and (ix) the Co-Issuers deliver Master Issuer delivers to the Trustee an Opinion of Counsel to the effect that all conditions precedent set forth herein with respect to such termination have been satisfiedsatisfied other than those conditions precedent which individually or in the aggregate do not adversely affect any Secured Party. Upon satisfaction of such conditions, the Indenture and the Guarantee and Collateral Agreements Agreement shall be discharged and cease to be of further effect with respect to such Defeased Series, the Co-Issuers Master Issuer and the Guarantors shall be deemed to have paid and been discharged from their Series Obligations with respect to such Defeased Series and thereafter such Defeased Series shall be deemed to be “Outstanding” only for purposes of (1) the Trustee’s and the Paying Agent’s obligations under Section 12.2 12.02 and Section 12.312.03, (2) the NoteholdersHolders’ and the Trustee’s obligations under Section 14.13 and (3) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 2.08 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a). The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral Agreements Agreement of such Series Obligations.

Series Defeasance. Except as may be provided Subject to the contrary in any terms of each applicable Series Supplement, the Co-IssuersIssuer, solely in connection with an optional prepayment in full, a mandatory prepayment the payment in full (whether optional or mandatory) or a redemption in full of all Outstanding Notes of a particular Series Series, Class, Subclass or Tranche of Notes (the “Defeased Series”) or in connection with the Series Legal Final Maturity Date of a particular Series of Notes, may terminate all Series Obligations of their obligations under the Transaction Documents with respect to such Series Series, Class, Subclass or Tranche of Notes on and all Obligations of the Guarantors under the Guarantee and Collateral Agreements in respect of such Series of Notes as of any Business Day (the “Series Defeasance Date”) so long as), provided: (i) the Co-Issuers Issuer irrevocably deposit deposits in trust with the Trustee, or at the option of the Trustee, with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-IssuersIssuer under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, U.S. Dollars and/or or Government Securities (or any combination thereof) 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 Trustee, to pay (without consideration of any reinvestment) without duplication: (A) all principal, interest, contingent interest, premiums, make-whole prepayment consideration, commitment fees, administrative expenses, Class A-1 Notes Other Amounts, interest on the Outstanding Notes of such Series Series, Class, Subclass or Tranche (including additional interest that accrues after the anticipated repayment date a Series Anticipated Repayment Date or renewal date, if applicable) and any other Series Obligations that will be due and payable by the Co-Issuers Issuer solely with respect to the Defeased Series as of the applicable prepayment date, redemption date or Series Legal Final Maturity Date, as applicablethe case may be, and to pay all other sums payable by them under this the Base Indenture and each other Transaction Document with respect to the Defeased SeriesSeries of Notes; (B) all Weekly Monthly Management Fees, Supplemental Management Fees, unreimbursed Manager Advances (and outstanding interest thereon) and Manager Advances (and outstanding interest thereon), all fees, indemnities, reimbursements and expenses due to the Trustee, the ManagersManager, the Servicer Control Party and the Back-Up Manager, and all Successor Manager Transition Expenses and Successor Servicer Control Party Transition Expenses, in each case that will be due and payable on or as of the following Monthly Allocation Date or Quarterly Calculation Payment Date, as applicable; and (C) all Securitization Operating Expenses, all Class A-1 Notes Administrative Expenses for the Defeased Series, all Class A-1 Notes Interest Adjustment Amounts for the Defeased Series, in each case, that are due and unpaid as of the Series Defeasance Date to the Actual Knowledge of either the Manager; provided provided, that any the terms of each Government Securities Security deposited in trust shall provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or Series Legal Final Maturity of the Defeased Series, as the case may beapplicable; and provided, further, that (x) if the deposit is held by a trustee of an irrevocable trust other than Trustee, such trustee shall have been irrevocably instructed by the Issuer to pay such money or the proceeds of such Government Securities to the Trustee on or prior to the prepayment date, redemption date, or Series Legal Final Maturity Date, as applicable and (y) the Trustee shall have been irrevocably instructed by either Co-the Issuer to apply such funds money or the proceeds of such Government Securities to the payment of principal, premiums, make-whole prepayment consideration and interest the Series Obligations with respect to the Notes of such Series Series, Class, Subclass or Tranche and such to the payment of other sumsfees and expenses, as applicable; (ii) all commitments under all Class A-1 Note Purchase Agreements with respect to the Defeased Series shall have been terminated on or before the Series Defeasance DateReserved; (iii) the Co-Issuers deliver Issuer delivers notice of prepayment, redemption or maturity in full of such Series Series, Class, Subclass or Tranche of Notes in full to the Noteholders of the Defeased Series, the ManagersManager, the Trustee, the Control Party, the Servicer, the Controlling Class Representative, the Back-Up Manager and Manager, each Rating Agency and the Control Party not more than twenty (20) Business Days prior to the Series Defeasance Date, and such notice is expressly stated to be, or as of the date of the deposit has become, irrevocable; (iv) if, after giving effect to the deposit, if any other Series Series, Class, Subclass or Tranche of Notes is Outstanding, the Co-Issuers deliver Issuer delivers to the Trustee an Officers’ Officer’s Certificate of the Issuer stating that no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default shall have occurred and be continuing on the date of such deposit; (v) the Co-Issuers deliver Issuer delivers to the Trustee an Officers’ Officer’s Certificate stating that the defeasance was not made by the Co-Issuers Issuer with the intent of preferring the holders of the Defeased Series over other creditors of any Co-the Issuer or with the intent of defeating, hindering, delaying or defrauding other creditors; (vi) the Co-Issuers deliver Issuer delivers notice of such deposit to the Control Party, the Manager, the Back-Up Manager and each Rating Agency on or before the date of the deposit; (vii) such defeasance will not result in a breach or violation of, or constitute a default under, the Indenture or any other Indenture Document;Transaction Documents; and (viii) the Rating Agency Condition is satisfied with respect to each Series of Notes Outstanding, if any, other than the Defeased Series; and (ix) the Co-Issuers deliver Issuer delivers to the Trustee an Opinion of Counsel to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and the Guarantee and Collateral Agreements other Transaction Documents shall be discharged and cease to be of further effect with respect to such Defeased Series, the Co-Issuers and the Guarantors Issuer shall be deemed to have paid and been discharged from their Series Obligations with respect to such Defeased Series and thereafter such Defeased Series shall be deemed to be “Outstanding” only for purposes of (1) the Issuer’s obligations under Section 10.5, (2) the Trustee’s and the Paying Agent’s obligations under Section 10.11, Section 12.2 and Section 12.3, (23) the Noteholders’ and the Trustee’s obligations under Section 14.13 and (34) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a). The Trustee, on demand of and at the Securitization Entitiesexpense of the Issuer, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral Agreements of such Series Obligations. For the avoidance of doubt, upon the termination of a Series Supplement in accordance with the terms thereof, such Series of Notes shall be a “Defeased Series” and all Series Obligations with respect to such Series of Notes shall terminate and such date of termination shall be a “Series Defeasance Date”. Upon such termination of the applicable Series Supplement in accordance with its terms, the Indenture and the other Transaction Documents shall cease to be of further effect with respect to such Defeased Series, the Issuer shall be deemed to have paid and been discharged from their Series Obligations with respect to such Defeased Series and thereafter such Defeased Series shall no longer be deemed Outstanding hereunder.

Series Defeasance. Except as may be provided to the contrary in any Series Supplement, the Co-IssuersMaster Issuer, solely in connection with an optional prepayment in full, a mandatory prepayment in full or a redemption in full of all Outstanding Notes of a particular Series (the “Defeased Series”) or in connection with the Series Legal Final Maturity Date of a particular such Series of Notes, may terminate all Series of its Obligations with respect to such Series of Notes under the Indenture and all Obligations of the Guarantors under the Guarantee and Collateral Agreements Agreement in respect of such Series of Notes (the “Defeased Series”) on and as of any Business Day (the “Series Defeasance Date”) so long as), provided: (i) the Co-Issuers Master Issuer irrevocably deposit deposits in trust with the Trustee, or with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-IssuersMaster Issuer, U.S. Dollars and/or Government Securities sufficient (after giving effect to the application of funds on deposit in an amount sufficientthe applicable Series Distribution Account), in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay pay, without duplication: (A1) all principal, premiums, if any, make-whole prepayment considerationpremiums, if any, Series Hedge Payment Amounts, commitment fees, administrative administration expenses, Class A-1 Notes Other Amounts, interest on the Outstanding Notes of such Defeased Series (including additional interest that accrues after the anticipated repayment date or renewal date, if applicable) and any other Series Obligations amounts that will be due and payable by the Co-Issuers Master Issuer solely with respect to the Defeased Series as of to the applicable prepayment date, redemption date or Series Legal Final Maturity Datematurity date, as applicablethe case may be, and to pay all other sums payable by them under this the Base Indenture Indenture, each other Related Document and each other Transaction Document Series Hedge Agreement with respect to the such Defeased Series; (B2) all Weekly Management Fees, Supplemental Management Fees, unreimbursed Advances (and outstanding interest thereon) and Manager Advances (and outstanding interest thereon), all fees, indemnities, reimbursements and expenses due to the Trustee, the ManagersManager, the Servicer and the Back-Up Manager, and all Successor Manager Transition Expenses and Successor Servicer Transition Expenses, in each case that will be due and payable as of the following Quarterly Calculation Date; and (C3) all Securitization Operating Expenses, all Class A-1 Notes Administrative Expenses for the Defeased Series, all Class A-1 Notes Interest Adjustment Amounts for the Defeased Series and all Class A-1 Notes Other Amounts for the Defeased Series, in each case, that are due and unpaid as of the Series Defeasance Date to the Actual Knowledge of either the Manager; provided that provided, any Government Securities shall must provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or Series Legal Final Maturity of the Defeased Seriesmaturity date, as the case may be; , and the Trustee shall must have been irrevocably instructed by either Co-Issuer to apply such funds to the payment of principal, premiums, make-whole prepayment consideration premiums and interest with respect to the Notes of such Series and such other sums; (ii) all commitments under all Class A-1 Variable Funding Note Purchase Agreements and Series Hedge Agreements with respect to the such Defeased Series shall have been are terminated on or before the Series Defeasance Date; (iii) the Co-Issuers deliver Master Issuer delivers notice of prepayment, redemption or maturity of such Series of Notes in full to the Noteholders of the Defeased Series, the ManagersManager, the Trustee, the Control Party, the Servicer, the Controlling Class Representative, the Back-Up Manager and each Rating Agency not more than twenty (20) Business Days prior to the Series Defeasance Date, and such notice is expressly stated to be, or as of the date of the deposit has become, irrevocable; provided that such notice may be conditioned upon the contemporaneous closing of a financing the proceeds of which will be used to fund all or a portion of such deposit; (iv) after giving effect to the deposit, if any other Series of Notes is Outstanding, the Co-Issuers deliver Master Issuer delivers to the Trustee an Officers’ Officer’s Certificate of the Master Issuer stating that no Potential Rapid Amortization Event, Rapid Amortization Event, Class A-1 Notes Amortization Event, Default or Event of Default shall have has occurred and will be continuing on the date of such depositcontinuing; (v) the Co-Issuers deliver Master Issuer delivers to the Trustee an Officers’ Officer’s Certificate stating that the defeasance was not made by the Co-Issuers Master Issuer with the intent of preferring the holders Holders of the Defeased Series over other creditors of any Co-the Master Issuer or with the intent of defeating, hindering, delaying or defrauding other creditors; (vi) the Co-Issuers deliver Master Issuer delivers notice of such deposit to the Control Party, the Manager, the Back-Up Manager and each Rating Agency on or before the date of the deposit; (vii) such defeasance will not result in a breach or violation of, or constitute a default under, the Indenture or any other Indenture Document;Documents; and (viii) the Rating Agency Condition is satisfied with respect to each Series of Notes Outstanding, if any, other than the Defeased Series; and (ix) the Co-Issuers deliver Master Issuer delivers to the Trustee an Opinion of Counsel to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and the Guarantee and Collateral Agreements Agreement shall be discharged and cease to be of further effect with respect to such Defeased Series, the Co-Issuers Master Issuer and the Guarantors shall be deemed to have paid and been discharged from their Series Obligations with respect to such Defeased Series and thereafter such Defeased Series shall be deemed to be “Outstanding” only for purposes of (1) the Trustee’s and the Paying Agent’s obligations under Section 12.2 and Section 12.3, (2) the NoteholdersHolders’ and the Trustee’s obligations under Section 14.13 and (3) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a). The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral Agreements Agreement of such Series Obligations.

Series Defeasance. Except as may be provided to the contrary in any Series Supplement, the Co-Issuers, solely in connection with an optional prepayment in full, a mandatory prepayment in full or a redemption in full of all Outstanding Notes of a particular Series (the “Defeased Series”) or in connection with the Series Legal Final Maturity Date of a particular Series of Notes, may terminate all Series Obligations with respect to such Series of Notes and all Obligations of the Guarantors under the Guarantee and Collateral Agreements in respect of such Series of Notes as of any Business Day (the “Series Defeasance Date”) so long as: : (i) the Co-Issuers irrevocably deposit in trust with the Trustee, or with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-Issuers, U.S. Dollars and/or Government Securities 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 Trustee, to pay without duplication: : (A) all principal, premiums, make-whole prepayment consideration, commitment fees, administrative expenses, Class A-1 Notes Other Amounts, interest on the Outstanding Notes of such Series (including additional interest that accrues after the anticipated repayment date or renewal date, if applicable) any other Series Obligations that will be due and payable by the Co-Issuers solely with respect to the Defeased Series as of the applicable prepayment date, redemption date or Series Legal Final Maturity Date, as 130 applicable, and to pay all other sums payable by them under this Base Indenture and each other Transaction Document with respect to the Defeased Series; ; (B) all Weekly Management Fees, Supplemental Management Fees, unreimbursed Advances (and outstanding interest thereon) and Manager Advances (and outstanding interest thereon), all fees, indemnities, reimbursements and expenses due to the Trustee, the Managers, the Servicer and the Back-Up Manager, and all Successor Manager Transition Expenses and Successor Servicer Transition Expenses, in each case that will be due and payable as of the following Quarterly Calculation Date; and and (C) all Securitization Operating Expenses, all Class A-1 Notes Administrative Expenses for the Defeased Series, all Class A-1 Notes Interest Adjustment Amounts for the Defeased Series, in each case, that are due and unpaid as of the Series Defeasance Date to the Actual Knowledge of either Manager; provided that any Government Securities shall provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or Series Legal Final Maturity of the Defeased Series, as the case may be; and the Trustee shall have been irrevocably instructed by either Co-Issuer to apply such funds to the payment of principal, premiums, make-whole prepayment consideration and interest with respect to the Notes of such Series and such other sums; ; (ii) all commitments under all Class A-1 Note Purchase Agreements with respect to the Defeased Series shall have been terminated on or before the Series Defeasance Date; ; (iii) the Co-Issuers deliver notice of prepayment, redemption or maturity of such Series of Notes in full to the Noteholders of the Defeased Series, the Managers, the Trustee, the Control Party, the Servicer, the Controlling Class Representative, the Back-Up Manager and each Rating Agency not more than twenty (20) Business Days prior to the Series Defeasance Date, and such notice is expressly stated to be, or as of the date of the deposit has become, irrevocable; ; (iv) after giving effect to the deposit, if any other Series of Notes is Outstanding, the Co-Issuers deliver to the Trustee an Officers’ Certificate stating that no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default shall have occurred and be continuing on the date of such deposit; ; (v) the Co-Issuers deliver to the Trustee an Officers’ Certificate stating that the defeasance was not made by the Co-Issuers with the intent of preferring the holders of the Defeased Series over other creditors of any Co-Issuer or with the intent of defeating, hindering, delaying or defrauding other creditors; ; (vi) the Co-Issuers deliver notice of such deposit to the Control Party, the ManagerManagers, the Back-Up Manager and each Rating Agency on or before the date of the deposit; ; (vii) such defeasance will not result in a breach or violation of, or constitute a default under, the Indenture or any other Indenture Document; ; (viii) the Rating Agency Condition is satisfied with respect to each Series of Notes Outstanding, if any, other than the Defeased Series; and (ix) the Co-Issuers deliver to the Trustee an Opinion of Counsel to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and the Guarantee and Collateral Agreements shall be discharged and cease to be of further effect with respect to such Defeased Series, the Co-Issuers and the Guarantors shall be deemed to have paid and been discharged from their Series Obligations with respect to such Defeased Series and thereafter such Defeased Series shall be deemed to be “Outstanding” only for purposes of (1) the Trustee’s and the Paying Agent’s obligations under Section 12.2 and Section 12.3, (2) the Noteholders’ and the Trustee’s obligations under Section 14.13 and (3) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a). The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral Agreements of such Series Obligations.

Series Defeasance. Except as may be provided to the contrary in any Series Supplement, the Co-Issuers, solely in connection with an optional prepayment in full, a mandatory prepayment in full or a redemption in full of all Outstanding Notes of a particular Series (the “Defeased Series”) or in connection with the Series Legal Final Maturity Date of a particular Series of Notes, may terminate all Series Obligations with respect to such Series of Notes and all Obligations of the Guarantors Additional IP Holders under the Guarantee and Collateral G&C Agreements in respect of such Series of Notes on and as of any Business Day (the “Series Defeasance Date”) so long asif: (i) the Co-Issuers irrevocably deposit in trust with the Trustee, or or, at the option of the Trustee, with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-IssuersIssuers under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, U.S. Dollars and/or or Government Securities (or any combination thereof) 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 Trustee, to pay (without consideration of any reinvestment) without duplication: (A1) all principal, interest, contingent interest, premiums, make-whole prepayment considerationpremiums, Series Hedge Payment Amounts, commitment fees, administrative expensesClass A-1 Senior Notes Administrative Expenses, Class A-1 Senior Notes Interest Adjustment Amounts, Class A-1 Senior Notes Other Amounts, interest on the Outstanding Notes of such Series (including additional interest that accrues after the anticipated repayment date or renewal date, if applicable) Amounts and any other Series Obligations that will be due and payable by the Co-Issuers solely with respect to the Defeased Series as of the applicable prepayment date, redemption date or Series Legal Final Maturity Date, as applicable, and to pay all other sums payable by them under this the Base Indenture, each other Indenture Document and each other Transaction Document Series Hedge Agreement with respect to the Defeased Seriessuch Series of Notes; (B2) all Weekly Monthly Management Fees, Supplemental Management Fees, unreimbursed Advances (and outstanding interest thereon) and Manager Servicing Advances (and outstanding interest thereon), all fees, indemnities, reimbursements and expenses due to the Trustee, the ManagersManager, the Servicer and the Back-Up Manager, and all Successor Manager Transition Expenses and Successor Servicer Transition Expenses, in each case that will be due and payable on or as of the following Quarterly Calculation Accounting Date (or if the Series Defeasance Date is an Accounting Date, then as of the Series Defeasance Date); and (C3) all Securitization Operating Expenses, all Class A-1 Senior Notes Administrative Expenses for the Defeased Series, all Class A-1 Senior Notes Interest Adjustment Amounts for the Defeased Series and all Class A-1 Senior Notes Other Amounts for the Defeased Series, in each case, that are due and unpaid as of the Series Defeasance Date to the Actual Knowledge of either the Manager; provided provided, that any the terms of each Government Securities Security deposited in trust shall provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or Series Legal Final Maturity of the Defeased Series, as the case may beapplicable; and provided, further, that if (x) if the deposit is held by a trustee of an irrevocable trust other than Trustee, such trustee shall have been irrevocably instructed by the Co-Issuers to pay such money or the proceeds of such Government Securities to the Trustee on or prior to the prepayment date, redemption date, or Series Legal Final Maturity Date, as applicable and (y) the Trustee shall have been irrevocably instructed by either the Co-Issuer Issuers to apply such funds money or the proceeds of such Government Securities to the payment of principal, premiums, make-whole prepayment consideration and interest the Series Obligations with respect to the Notes of such Defeased Series and such to the payment of other sumsfees and expenses, as applicable; (ii) all commitments under all Class A-1 Variable Funding Note Purchase Agreements and all Series Hedge Agreements with respect to the Defeased such Series of Notes shall have been terminated on or before the Series Defeasance Date; (iii) the Co-Issuers deliver notice of prepayment, redemption or maturity of such Series of Notes in full to the Noteholders of the Defeased Series, the ManagersManager, the Trustee, the Control Party, the Servicer, the Controlling Class Representative, the Back-Up Manager and each the Rating Agency Agencies not more than twenty (20) Business Days prior to the Series Defeasance Date, and such notice is expressly stated to be, or as of the date of the deposit has become, irrevocable; (iv) if, after giving effect to the deposit, if any other Series of Notes is Outstanding, the Co-Issuers deliver to the Trustee an Officers’ Officer’s Certificate of the Co-Issuers stating that no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default shall have occurred and be continuing on the date of such deposit; (v) the Co-Issuers deliver Brand Holdings II delivers to the Trustee an Officers’ Officer’s Certificate stating that the defeasance was not made by the Co-Issuers with the intent of preferring the holders of the Defeased Series over other creditors of any the Co-Issuer Issuers or with the intent of defeating, hindering, delaying or defrauding other creditors; (vi) the Co-Issuers deliver notice of such deposit to the Control Party, the Manager, the Back-Back Up Manager and each the Rating Agency Agencies on or before the date of the deposit; (vii) such defeasance will not result in a breach or violation of, or constitute a default under, the Indenture or any other Indenture DocumentDocuments; (viii) the Rating Agency Condition is satisfied with respect to each Series of Notes Outstanding, if any, other than the Defeased Series; and; (ix) the Co-Issuers deliver to the Trustee an Opinion of Counsel to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied; and (x) the Co-Issuers deliver to the Trustee an Opinion of Counsel confirming that, subject to customary assumptions and exclusions, (a) the Co-Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling or (b) since the Closing Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel will confirm that, subject to customary assumptions and exclusions, the Noteholders of the Outstanding Notes will not recognize income, gain or losses for U.S. federal income tax purposes with respect to their ownership of the Notes solely as a result of such termination, and will be subject to U.S. federal income tax with respect to their ownership of the Notes on the same amounts, in the same manner and at the same times as would have been the case if such termination had not occurred. Upon satisfaction of such conditions, the Indenture and the Guarantee and Collateral Agreements each G&C Agreement shall be discharged and cease to be of further effect with respect to such Defeased Series, the Co-Issuers and the Guarantors Additional IP Holders shall be deemed to have paid and been discharged from their Series Obligations with respect to such Defeased Series and thereafter such Defeased Series shall be deemed to be “Outstanding” only for purposes of (1) the Trustee’s and the Paying Agent’s obligations under Section 12.2 and Section 12.3, (2) the Noteholders’ and the Trustee’s obligations under Section 14.13 and (3) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a). The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral Agreements each G&C Agreement of such Series Obligations.

Series Defeasance. Except as may be provided Subject to the contrary in any terms of each applicable Series Supplement, the Co-Issuers, solely in connection with an optional prepayment in full, a mandatory prepayment the payment in full (whether optional or mandatory) or a redemption in full of all Outstanding Notes of a particular Series Series, Class, Subclass or Tranche of Notes (the “Defeased Series”) or in connection with the Series Legal Final Maturity Date of a particular Series of Notes, may terminate all Series Obligations with respect to such Series of Notes their obligations and all Obligations the obligations of the Guarantors under the Guarantee and Collateral Agreements in Indenture Documents with respect of to such Series Series, Class, Subclass or Tranche of Notes on and as of any Business Day (the “Series Defeasance Date”) so long as), provided: (i) the Co-Issuers irrevocably deposit in trust with the Trustee, or at the option of the Trustee, with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-IssuersIssuers under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, U.S. Dollars and/or or Government Securities (or any combination thereof) 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 Trustee, to pay (without consideration of any reinvestment) without duplication: (A1) all principal, interest, contingent interest, premiums, make-whole prepayment consideration, Series Hedge Payment Amounts, commitment fees, administrative expensesClass A-1 Notes Administrative Expenses, Class A-1 Notes Interest Adjustment Amounts, Class A-1 Notes Other Amounts, interest on the Outstanding Notes of such Series Series, Class, Subclass or Tranche (including additional interest that accrues after the anticipated repayment date a Series Anticipated Repayment Date or renewal date, if applicable) and any other Series Obligations that will be due and payable by the Co-Issuers solely with respect to the Defeased Series as of the applicable prepayment date, redemption date or Series Legal Final Maturity Date, as applicablethe case may be, and to pay all other sums payable by them under this the Base Indenture and each other Transaction Document with respect to the Defeased SeriesSeries of Notes; (B2) all Weekly Management Fees, Supplemental Management Fees, unreimbursed Advances (and outstanding interest thereon) and Manager Advances (and outstanding interest thereon), all fees, indemnities, reimbursements and expenses due to the Trustee, the ManagersManager, the Servicer and the Back-Up Manager, and all Successor Manager Transition Expenses and Successor Servicer Transition Expenses, in each case that will be due and payable on or as of the following Weekly Allocation Date or Quarterly Calculation Payment Date, as applicable; and (C3) all Securitization Operating Expenses, Expenses and all Class A-1 Notes Administrative Expenses for the Defeased SeriesExpenses, all Class A-1 Notes Interest Adjustment Amounts, Class A-1 Notes Commitment Fees Adjustment Amounts and Class A-1 Notes Other Amounts for the Defeased Series, in each case, that are due and unpaid as of the Series Defeasance Date to the Actual Knowledge of either the Manager; provided provided, that any the terms of each Government Securities Security deposited in trust shall provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or Series Legal Final Maturity of the Defeased Series, as the case may beapplicable; and provided, further, that if (x) if the deposit is held by a trustee of an irrevocable trust other than Trustee, such trustee shall have been irrevocably instructed by the Co-Issuers to pay such money or the proceeds of such Government Securities to the Trustee on or prior to the prepayment date, redemption date, or Series Legal Final Maturity Date, as applicable and (y) the Trustee shall have been irrevocably instructed by either the Co-Issuer Issuers to apply such funds money or the proceeds of such Government Securities to the payment of principal, premiums, make-whole prepayment consideration and interest the Series Obligations with respect to the Notes of such Series Series, Class, Subclass or Tranche and such to the payment of other sumsfees and expenses, as applicable; (ii) all commitments under all Class A-1 Note Purchase Agreements and all Series Hedge Agreements with respect to the Defeased Series shall have been terminated on or before the Series Defeasance Date; (iii) the Co-Issuers deliver notice of prepayment, redemption or maturity in full of such Series Series, Class, Subclass or Tranche of Notes in full to the Noteholders of the Defeased Series, the ManagersManager, the Trustee, the Control Party, the Servicer, the Controlling Class Representative, the Back-Up Manager and Manager, each Rating Agency and the Servicer not more than twenty (20) Business Days prior to the Series Defeasance Date, and such notice is expressly stated to be, or as of the date of the deposit has become, irrevocable; (iv) if, after giving effect to the deposit, if any other Series Series, Class, Subclass or Tranche of Notes is Outstanding, the Co-Issuers deliver to the Trustee an Officers’ Officer’s Certificate of the Co-Issuers stating that no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default shall have occurred and be continuing on the date of such deposit; (v) the Co-Issuers deliver to the Trustee an Officers’ Officer’s Certificate stating that the defeasance was not made by the Co-Issuers with the intent of preferring the holders of the Defeased Series over other creditors of any the Co-Issuer Issuers or with the intent of defeating, hindering, delaying or defrauding other creditors; (vi) the Co-Issuers deliver notice of such deposit to the Control Party, the Manager, the Back-Up Manager and each Rating Agency on or before the date of the deposit; (vii) such defeasance will not result in a breach or violation of, or constitute a default under, the Indenture or any other Indenture Document; (viii) the Rating Agency Condition is satisfied with respect to each Series of Notes Outstanding, if any, other than the Defeased SeriesDocuments; and (ixviii) the Co-Issuers deliver to the Trustee an Opinion of Counsel to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and Indenture, the Guarantee and Collateral Agreements Agreement and the other Indenture Documents shall be discharged and cease to be of further effect with respect to such Defeased Series, the Co-Issuers and the Guarantors shall be deemed to have paid and been discharged from their Series Obligations with respect to such Defeased Series and thereafter such Defeased Series shall be deemed to be “Outstanding” only for purposes of (1) the Trustee’s and the Paying Agent’s obligations under Section 10.11, Section 12.2 and Section 12.3, (2) the Noteholders’ and the Trustee’s obligations under Section 14.13 and (3) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a). The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral Agreements Agreement of such Series Obligations. For the avoidance of doubt, upon the termination of a Series Supplement in accordance with the terms thereof, such Series of Notes shall be a “Defeased Series” and all Series Obligations with respect to such Series of Notes and all Obligations of the Guarantors under the Guarantee and Collateral Agreement in respect of such Series of Notes shall terminate and such date of termination shall be a “Series Defeasance Date”. Upon such termination of the applicable Series Supplement in accordance with its terms, the Indenture, the Guarantee and Collateral Agreement and the other Indenture Documents shall cease to be of further effect with respect to such Defeased Series, the Co-Issuers and the Guarantors shall be deemed to have paid and been discharged from their Series Obligations with respect to such Defeased Series and thereafter such Defeased Series shall no longer be deemed Outstanding hereunder.

Series Defeasance. Except as may be provided to the contrary in any Series Supplement, the Co-Issuers, solely in connection with an optional prepayment in full, a mandatory prepayment in full or a redemption in full of all Outstanding Notes of a particular Series Series, Class, Subclass or Tranche of Notes (the “Defeased Series”) or in connection with the Series Legal Final Maturity Date of a particular Series of Notes, may terminate all Series Obligations with respect to such Series of Notes their obligations hereunder and all Obligations obligations of the Guarantors under the Guarantee and Collateral Agreements Agreement in respect of such Series Series, Class, Subclass or Tranche of Notes as of any Business Day (the “Series Defeasance Date”) so long as), if: (i) the Co-Issuers irrevocably deposit in trust with the Trustee, or with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-Issuers, U.S. Dollars and/or Government Securities 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 Trustee, to pay pay, without duplication: (A1) all principal, premiums, make-whole prepayment consideration, Series Hedge Payment Amounts, commitment fees, administrative expensesClass A-1 Notes Administrative Expenses, Class A-1 Notes Interest Adjustment Amounts, Class A-1 Notes Other Amounts, interest on the Outstanding Notes of such Series Series, Class, Subclass or Tranche (including additional interest that accrues after the anticipated repayment date a Series Anticipated Repayment Date or renewal date, if applicable) and any other Series Obligations amounts that will be due and payable by the Co-Issuers solely with respect to the Defeased Series as of to the applicable prepayment date, redemption date or Series Legal Final Maturity Date, as applicablethe case may be, and to pay all other sums payable by them under this Base Indenture and each other Transaction Document with respect to the Defeased SeriesSeries of Notes; (B2) all Weekly Management Fees, Supplemental Management Fees, unreimbursed Advances (and outstanding interest thereon) and Manager Advances (and outstanding interest thereon), all fees, indemnities, reimbursements and expenses due to the Trustee, the ManagersManager, the Servicer (in its capacity as Servicer and Control Party) and the Back-Up Manager, and all Successor Manager Transition Expenses and Successor Servicer Transition Expenses, in each case that will be due and payable as of the following Weekly Allocation Date or Quarterly Calculation Payment Date, as applicable; and (C3) all Securitization Operating Expenses, Expenses and all Class A-1 Notes Administrative Expenses for the Defeased SeriesExpenses, all Class A-1 Notes Interest Adjustment Amounts, Class A-1 Notes Commitment Fees Adjustment Amounts and Class A-1 Notes Other Amounts for the Defeased Series, in each case, that are due and unpaid as of the Series Defeasance Date to the Actual Knowledge of either the Manager; provided provided, that any Government Securities shall provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or Series Legal Final Maturity of the Defeased Series, as the case may be; , and the Trustee shall have been irrevocably instructed by either Co-Issuer to apply such funds to the payment of principal, premiums, make-whole prepayment consideration and interest with respect to the Notes of such Series Series, Class, Subclass or Tranche and such other sums; (ii) all commitments under all Class A-1 Note Purchase Agreements and all Series Hedge Agreements with respect to the Defeased Series shall have been terminated on or before the Series Defeasance Date; (iii) the Co-Issuers deliver notice of prepayment, redemption or maturity in full of such Series Series, Class, Subclass or Tranche of Notes in full to the Noteholders of the Defeased Series, the ManagersManager, the Trustee, the Servicer, the Control Party, the Servicer, the Controlling Class Representative, the Back-Up Manager and each Rating Agency not more than twenty (20) Business Days prior to the Series Defeasance Date, and such notice is expressly stated to be, or as of the date of the deposit has become, irrevocable; (iv) after giving effect to the deposit, if any other Series Series, Class, Subclass or Tranche of Notes is Outstanding, the Co-Issuers deliver to the Trustee an Officers’ Officer’s Certificate of the Co-Issuers stating that no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default shall have occurred and be continuing on the date of such deposit; (v) the Co-Issuers deliver to the Trustee an Officers’ Officer’s Certificate stating that the defeasance was not made by the Co-Issuers with the intent of preferring the holders of the Defeased Series over other creditors of any the Co-Issuer Issuers or with the intent of defeating, hindering, delaying or defrauding other creditors; (vi) the Co-Issuers deliver notice of such deposit to the Control Party, the Manager, the Back-Up Manager and each Rating Agency on or before the date of the deposit; (vii) such defeasance will not result in a breach or violation of, or constitute a default under, the Indenture or any other Indenture Document; (viii) the Rating Agency Condition is satisfied with respect to each Series of Notes Outstanding, if any, other than the Defeased SeriesDocuments; and (ixviii) the Co-Issuers deliver to the Trustee an Opinion of Counsel to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and Indenture, the Guarantee and Collateral Agreements Agreement and the other Indenture Documents shall be discharged and cease to be of further effect with respect to such Defeased Series, the Co-Issuers and the Guarantors shall be deemed to have paid and been discharged from their Series Obligations with respect to such Defeased Series and thereafter such Defeased Series shall be deemed to be “Outstanding” only for purposes of (1) the Trustee’s and the Paying Agent’s obligations under Section 10.11, Section 12.2 and Section 12.3, (2) the Noteholders’ and the Trustee’s obligations under Section 14.13 and (3) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a). The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral Agreements Agreement of such Series Obligations. For the avoidance of doubt, upon the termination of a Series Supplement in accordance with the terms thereof, such Series of Notes shall be a “Defeased Series” and all Series Obligations with respect to such Series of Notes and all Obligations of the Guarantors under the Guarantee and Collateral Agreement in respect of such Series of Notes shall terminate and such date of termination shall be a “Series Defeasance Date”. Upon such termination of the applicable Series Supplement in accordance with its terms, the Indenture, the Guarantee and Collateral Agreement and the other Indenture Documents shall cease to be of further effect with respect to such Defeased Series, the Co-Issuers and the Guarantors shall be deemed to have paid and been discharged from their Series Obligations with respect to such Defeased Series and thereafter such Defeased Series shall no longer be deemed Outstanding hereunder.

Series Defeasance. Except as may be provided to the contrary in any Series Supplement, the Co-IssuersIssuer, solely in connection with an optional prepayment in full, a mandatory prepayment in full or a redemption in full of all Outstanding Notes of a particular Series Series, Class, Subclass or Tranche of Notes (the “Defeased SeriesNotes”) or in connection with the Series Legal Final Maturity Date of a particular Series Series, Class, Subclass or Tranche of Notes, may terminate all Series Obligations with respect to such Series Series, Class, Subclass or Tranche of Notes and all Obligations of the Guarantors under the Guarantee and Collateral Agreements Agreement in respect of such Series Series, Class, Subclass or Tranche of Notes as of any Business Day (the “Series Defeasance Date”) so long as: (i) the Co-Issuers Issuer irrevocably deposit deposits in trust with the Trustee, or with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-IssuersIssuer, U.S. Dollars and/or Government Securities 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 Trustee, to pay without duplication: (A1) all principal, premiums, make-whole prepayment consideration, commitment fees, administrative administration expenses, Class A-1 Notes Other Amounts, interest on the Outstanding Notes of such Series (including additional interest that accrues after the anticipated repayment date or renewal date, if applicable) ), Series Hedge Payment Amounts and any other Series Obligations that will be due and payable by the Co-Issuers Issuer solely with respect to the Defeased Series Notes as of the applicable prepayment date, redemption date or Series Legal Final Maturity Date, as applicable, and to pay all other sums payable by them under this Base Indenture and each other Transaction Document (including each Series Hedge Agreement) with respect to the Defeased SeriesNotes; (B2) all Weekly Management Fees, Supplemental Management Fees, unreimbursed Advances (and outstanding interest thereon) and Manager Advances (and outstanding interest thereon), all fees, indemnities, reimbursements and expenses due to the Trustee, the ManagersManager, the Servicer and the Back-Up Manager, and all Successor Manager Transition Expenses and Successor Servicer Transition Expenses, in each case that will be due and payable as of the following Weekly Allocation Date or Quarterly Calculation Payment Date, as applicable; and (C3) all Securitization Operating Expenses, all Class A-1 Notes Administrative Expenses for the Defeased SeriesNotes, all Class A-1 Notes Interest Adjustment Amounts for the Defeased SeriesNotes, Class A-1 Notes Commitment Fees Adjustment Amounts and all Class A-1 Notes Other Amounts for the Defeased Notes, in each case, that are due and unpaid as of the Series Defeasance Date to the Actual Knowledge of either the Manager; provided that any Government Securities shall provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or Series Legal Final Maturity of the Defeased SeriesNotes, as the case may be; and the Trustee shall have been irrevocably instructed by either Co-the Issuer to apply such funds to the payment of principal, premiums, make-whole prepayment consideration and interest with respect to the Notes of such Series and such other sums; (ii) all commitments under all Class A-1 Note Purchase Agreements and all Series Hedge Agreements with respect to the Defeased Series Notes shall have been terminated on or before the Series Defeasance Date; (iii) the Co-Issuers deliver Issuer delivers notice of prepayment, redemption or maturity of such Series of Notes in full to the Noteholders of the Defeased SeriesNotes, the ManagersManager, the Trustee, the Control Party, the Servicer, the Controlling Class Representative, the Back-Up Manager and each Rating Agency not more than twenty (20) Business Days prior to the Series Defeasance Date, and such notice is expressly stated to be, or as of the date of the deposit has become, irrevocable; (iv) after giving effect to the deposit, if any other Series of Notes is Outstanding, the Co-Issuers deliver Issuer delivers to the Trustee an Officers’ Officer’s Certificate of the Issuer stating that no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default shall have occurred and be continuing on the date of such deposit; (v) the Co-Issuers deliver Issuer delivers to the Trustee an Officers’ Officer’s Certificate stating that the defeasance was not made by the Co-Issuers Issuer with the intent of preferring the holders of the Defeased Series Notes over other creditors of any Co-the Issuer or with the intent of defeating, hindering, delaying or defrauding other creditors; (vi) the Co-Issuers deliver Issuer delivers notice of such deposit to the Control Party, the Manager, the Back-Up Manager and each Rating Agency on or before the date of the deposit; (vii) such defeasance will not result in a breach or violation of, or constitute a default under, the Indenture or any other Indenture Document;; and (viii) the Rating Agency Condition is satisfied with respect to each Series of Notes Outstanding, if any, other than the Defeased Series; and (ix) the Co-Issuers deliver Issuer delivers to the Trustee an Opinion of Counsel to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and the Guarantee and Collateral Agreements Agreement shall be discharged and cease to be of further effect solely with respect to such Defeased SeriesNotes, the Co-Issuers Issuer and the Guarantors shall be deemed to have paid and been discharged from their Series Obligations with respect to such Defeased Series Notes and thereafter such Defeased Series Notes shall be deemed to be “Outstanding” only for purposes of (1) the Trustee’s and the Paying Agent’s obligations under Section Sections 12.2 and Section 12.3, (2) the Noteholders’ and the Trustee’s obligations under Section 14.13 and (3) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a). The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral Agreements Agreement of such Series Obligations. Notwithstanding anything herein to the contrary, the defeasance or any prepayment of any particular Series, Class, Subclass or Tranche of Notes pursuant to this Section 12.1 shall not require the defeasance or prepayment in whole or in part of any other Series, Class, Subclass or Tranche of Notes.

Series Defeasance. Except as may be provided to the contrary in any Series Supplement, the Co-IssuersIssuer, solely in connection with an optional prepayment in full, a mandatory prepayment in full or a redemption in full of all Outstanding Notes of a particular Series (the “Defeased Series”) or in connection with the Series Legal Final Maturity Date of a particular Series of Notes, may terminate all Series Obligations with respect to such Series of Notes and all Obligations of the Guarantors under the Guarantee and Collateral Agreements Agreement in respect of such Series of Notes as of any Business Day (the “Series Defeasance Date”) so long as: (i) the Co-Issuers Issuer irrevocably deposit deposits in trust with the Trustee, or with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-IssuersIssuer, U.S. Dollars and/or Government Securities 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 Trustee, to pay without duplication: (A1) all principal, premiums, make-whole prepayment consideration, commitment fees, administrative expenses, Class A-1 Notes Other Amounts, interest on the Outstanding Notes of such Series (including additional interest that accrues after the anticipated repayment date or renewal date, if applicable) any other Series Obligations that will be due and payable by the Co-Issuers Issuer solely with respect to the Defeased Series as of the applicable prepayment date, redemption date or Series Legal Final Maturity Date, as applicable, and to pay all other sums payable by them under this Base Indenture and each other Transaction Document with respect to the Defeased Series; (B2) all Weekly Management Fees, Supplemental Management Fees, unreimbursed Advances (and outstanding interest thereon) and Manager Advances (and outstanding interest thereon), all fees, indemnities, reimbursements and expenses due to the Trustee, the ManagersManager, the Servicer and the Back-Up Manager, and all Successor Manager Transition Expenses and Successor Servicer Transition Expenses, in each case that will be due and payable as of the following Quarterly Calculation Date; and (C3) all Securitization Operating Expenses, all Class A-1 Notes Administrative Expenses for the Defeased Series, all Class A-1 Notes Interest Adjustment Amounts for the Defeased Series, in each case, that are due and unpaid as of the Series Defeasance Date to the Actual Knowledge of either the Manager; provided that any Government Securities shall provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or Series Legal Final Maturity of the Defeased Series, as the case may be; and the Trustee shall have been irrevocably instructed by either Co-the Issuer to apply such funds to the payment of principal, premiums, make-whole prepayment consideration and interest with respect to the Notes of such Series and such other sums; (ii) all commitments under all Class A-1 Note Purchase Agreements with respect to the Defeased Series shall have been terminated on or before the Series Defeasance Date; (iii) the Co-Issuers deliver Issuer delivers notice of prepayment, redemption or maturity of such Series of Notes in full to the Noteholders of the Defeased Series, the ManagersManager, the Trustee, the Control Party, the Servicer, the Controlling Class Representative, the Back-Up Manager and each Rating Agency not more than twenty (20) Business Days prior to the Series Defeasance Date, and such notice is expressly stated to be, or as of the date of the deposit has become, irrevocable; (iv) after giving effect to the deposit, if any other Series of Notes is Outstanding, the Co-Issuers deliver Issuer delivers to the Trustee an Officers’ Officer’s Certificate of the Issuer stating that no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default shall have occurred and be continuing on the date of such deposit; (v) the Co-Issuers deliver Issuer delivers to the Trustee an Officers’ Officer’s Certificate stating that the defeasance was not made by the Co-Issuers Issuer with the intent of preferring the holders of the Defeased Series over other creditors of any Co-the Issuer or with the intent of defeating, hindering, delaying or defrauding other creditors; (vi) the Co-Issuers deliver Issuer delivers notice of such deposit to the Control Party, the Manager, the Back-Up Manager and each Rating Agency on or before the date of the deposit; (vii) such defeasance will not result in a breach or violation of, or constitute a default under, the Indenture or any other Indenture Document; (viii) the Rating Agency Condition is satisfied with respect to each Series of Notes Outstanding, if any, other than the Defeased Series; and (ix) the Co-Issuers deliver Issuer delivers to the Trustee an Opinion of Counsel to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and the Guarantee and Collateral Agreements Agreement shall be discharged and cease to be of further effect with respect to such Defeased Series, the Co-Issuers Issuer and the Guarantors shall be deemed to have paid and been discharged from their Series Obligations with respect to such Defeased Series and thereafter such Defeased Series shall be deemed to be “Outstanding” only for purposes of (1) the Trustee’s and the Paying Agent’s obligations under Section 12.2 and Section 12.3, (2) the Noteholders’ and the Trustee’s obligations under Section 14.13 and (3) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a). The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral Agreements Agreement of such Series Obligations.

Series Defeasance. Except as may be provided to the contrary in any Series Supplement, the Co-IssuersMaster Issuer, solely in connection with an optional prepayment in full, a mandatory prepayment in full or a redemption in full of all Outstanding Notes of a particular Series (the “Defeased Series”) or in connection with the Series Legal Final Maturity Date of a particular such Series of Notes, may terminate all Series of its Obligations with respect to such Series of Notes under the Indenture and all Obligations of the Guarantors under the Guarantee and Collateral Agreements Agreement in respect of such Series of Notes (the “Defeased Series”) on and as of any Business Day (the “Series Defeasance Date”) so long as), provided: (i) the Co-Issuers Master Issuer irrevocably deposit deposits in trust with the Trustee, or with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-IssuersMaster Issuer, U.S. Dollars and/or Government Securities sufficient (after giving effect to the application of funds on deposit in an amount sufficientthe applicable Series Distribution Account), in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay pay, without duplication: (A1) all principal, premiums, if any, make-whole prepayment considerationpremiums, if any, Series Hedge Payment Amounts, commitment fees, administrative administration expenses, Class A-1 Notes Other Amounts, interest on the Outstanding Notes of such Defeased Series (including additional interest that accrues after the anticipated repayment date or renewal date, if applicable) and any other Series Obligations amounts that will be due and payable by the Co-Issuers Master Issuer solely with respect to the Defeased Series as of to the applicable prepayment date, redemption date or Series Legal Final Maturity Datematurity date, as applicablethe case may be, and to pay all other sums payable by them under this the Base Indenture Indenture, each other Related Document and each other Transaction Document Series Hedge Agreement with respect to the such Defeased Series; (B2) all Weekly Management Fees, Supplemental Management Fees, unreimbursed Advances (and outstanding interest thereon) and Manager Advances (and outstanding interest thereon), all fees, indemnities, reimbursements and expenses due to the Trustee, the ManagersManager, the Servicer and the Back-Up Manager, and all Successor Manager Transition Expenses and Successor Servicer Transition Expenses, in each case that will be due and payable as of the following Quarterly Calculation Date; and (C3) all Securitization Operating Expenses, all Class A-1 Notes Administrative Expenses for the Defeased Series, all Class A-1 Notes Interest Adjustment Amounts for the Defeased Series and all Class A-1 Notes Other Amounts for the Defeased Series, in each case, that are due and unpaid as of the Series Defeasance Date to the Actual Knowledge of either the Manager; provided that provided, any Government Securities shall must provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or Series Legal Final Maturity of the Defeased Seriesmaturity date, as the case may be; , and the Trustee shall must have been irrevocably instructed by either Co-Issuer to apply such funds to the payment of principal, premiums, make-whole prepayment consideration premiums and interest with respect to the Notes of such Series and such other sums; (ii) all commitments under all Class A-1 Variable Funding Note Purchase Agreements and Series Hedge Agreements with respect to the such Defeased Series shall have been are terminated on or before the Series Defeasance Date; (iii) the Co-Issuers deliver Master Issuer delivers notice of prepayment, redemption or maturity of such Series of Notes in full to the Noteholders of the Defeased Series, the ManagersManager, the Trustee, the Control Party, the Servicer, the Controlling Class Representative, the Back-Up Manager and each Rating Agency not more than twenty (20) Business Days prior to the Series Defeasance Date, and such notice is expressly stated to be, or as of the date of the deposit has become, irrevocable; provided that such notice may be conditioned upon the contemporaneous closing of a financing the proceeds of which will be used to fund all or a portion of such deposit; (iv) after giving effect to the deposit, if any other Series of Notes is Outstanding, the Co-Issuers deliver Master Issuer delivers to the Trustee an Officers’ Officer’s Certificate of the Master Issuer stating that no Potential Rapid Amortization Event, Rapid Amortization Event, Class A-1 Notes Amortization Event, Default or Event of Default shall have has occurred and will be continuing on the date of such depositcontinuing; (v) the Co-Issuers deliver Master Issuer delivers to the Trustee an Officers’ Officer’s Certificate stating that the defeasance was not made by the Co-Issuers Master Issuer with the intent of preferring the holders Holders of the Defeased Series over other creditors of any Co-the Master Issuer or with the intent of defeating, hindering, delaying or defrauding other creditors; (vi) the Co-Issuers deliver Master Issuer delivers notice of such deposit to the Control Party, the Manager, the Back-Up Manager and each Rating Agency on or before the date of the deposit; (vii) such defeasance will not result in a breach or violation of, or constitute a default under, the Indenture or any other Indenture Document;Documents; and (viii) the Rating Agency Condition is satisfied with respect to each Series of Notes Outstanding, if any, other than the Defeased Series; and (ix) the Co-Issuers deliver Master Issuer delivers to the Trustee an Opinion of Counsel to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and the Guarantee and Collateral Agreements Agreement shall be discharged and cease to be of further effect with respect to such Defeased Series, the Co-Issuers Master Issuer and the Guarantors shall be deemed to have paid and been discharged from their Series Obligations with respect to such Defeased Series and thereafter such Defeased Series shall be deemed to be “Outstanding” only for purposes of (1) the Trustee’s and the Paying Agent’s obligations under Section 12.2 and Section 12.3, (2) the NoteholdersHolders’ and the Trustee’s obligations under Section 14.13 and (3) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a) (or, in each case, to de-registration and/or registration of Uncertificated Notes). The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral Agreements Agreement of such Series Obligations.

Series Defeasance. Except as may be provided to the contrary in any Series Supplement, the Co-IssuersIssuer, solely in connection with an optional prepayment in full, a mandatory prepayment in full or a redemption in full of all Outstanding Notes of a particular Series (the “Defeased Series”) or in connection with the Series Legal Final Maturity Date of a particular Series of Notes, may terminate all Series Obligations with respect to such Series of Notes and all Obligations of the Guarantors under the Guarantee and Collateral Agreements Agreement in respect of such Series of Notes as of any Business Day (the “Series Defeasance Date”) so long as: (i) the Co-Issuers Issuer irrevocably deposit deposits in trust with the Trustee, or with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-IssuersIssuer, U.S. Dollars and/or Government Securities 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 Trustee, to pay without duplication: (A1) all principal, premiums, make-whole prepayment consideration, commitment fees, administrative administration expenses, Class A-1 Notes Other Amounts, interest on the Outstanding Notes of such Series (including additional interest that accrues after the anticipated repayment date or renewal date, if applicable) ), Series Hedge Payment Amounts and any other Series Obligations that will be due and payable by the Co-Issuers Issuer solely with respect to the Defeased Series as of the applicable prepayment date, redemption date or Series Legal Final Maturity Date, as applicable, and to pay all other sums payable by them under this Base Indenture and each other Transaction Document (including each Series Hedge Agreement) with respect to the Defeased Series; (B2) all Weekly Management Fees, Supplemental Management Fees, unreimbursed Advances (and outstanding interest thereon) and Manager Advances (and outstanding interest thereon), all fees, indemnities, reimbursements and expenses due to the Trustee, the ManagersManager, the Servicer and the Back-Up Manager, and all Successor Manager Transition Expenses and Successor Servicer Transition Expenses, in each case that will be due and payable as of the following Weekly Allocation Date or Quarterly Calculation Payment Date, as applicable; and (C3) all Securitization Operating Expenses, all Class A-1 Notes Administrative Expenses for the Defeased Series, all Class A-1 Notes Interest Adjustment Amounts for the Defeased Series, Class A-1 Notes Commitment Fees Adjustment Amounts and all Class A-1 Notes Other Amounts for the Defeased Series, in each case, that are due and unpaid as of the Series Defeasance Date to the Actual Knowledge of either the Manager; provided that any Government Securities shall provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or Series Legal Final Maturity of the Defeased Series, as the case may be; and the Trustee shall have been irrevocably instructed by either Co-the Issuer to apply such funds to the payment of principal, premiums, make-whole prepayment consideration and interest with respect to the Notes of such Series and such other sums; (ii) all commitments under all Class A-1 Note Purchase Agreements and all Series Hedge Agreements with respect to the Defeased Series shall have been terminated on or before the Series Defeasance Date; (iii) the Co-Issuers deliver Issuer delivers notice of prepayment, redemption or maturity of such Series of Notes in full to the Noteholders of the Defeased Series, the ManagersManager, the Trustee, the Control Party, the Servicer, the Controlling Class Representative, the Back-Up Manager and each Rating Agency not more than twenty (20) Business Days prior to the Series Defeasance Date, and such notice is expressly stated to be, or as of the date of the deposit has become, irrevocable; (iv) after giving effect to the deposit, if any other Series of Notes is Outstanding, the Co-Issuers deliver Issuer delivers to the Trustee an Officers’ Officer’s Certificate of the Issuer stating that no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default shall have occurred and be continuing on the date of such deposit; (v) the Co-Issuers deliver Issuer delivers to the Trustee an Officers’ Officer’s Certificate stating that the defeasance was not made by the Co-Issuers Issuer with the intent of preferring the holders of the Defeased Series over other creditors of any Co-the Issuer or with the intent of defeating, hindering, delaying or defrauding other creditors; (vi) the Co-Issuers deliver Issuer delivers notice of such deposit to the Control Party, the Manager, the Back-Up Manager and each Rating Agency on or before the date of the deposit; (vii) such defeasance will not result in a breach or violation of, or constitute a default under, the Indenture or any other Indenture Document;; and (viii) the Rating Agency Condition is satisfied with respect to each Series of Notes Outstanding, if any, other than the Defeased Series; and (ix) the Co-Issuers deliver Issuer delivers to the Trustee an Opinion of Counsel to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and the Guarantee and Collateral Agreements Agreement shall be discharged and cease to be of further effect with respect to such Defeased Series, the Co-Issuers Issuer and the Guarantors shall be deemed to have paid and been discharged from their Series Obligations with respect to such Defeased Series and thereafter such Defeased Series shall be deemed to be “Outstanding” only for purposes of (1) the Trustee’s and the Paying Agent’s obligations under Section Sections 12.2 and Section 12.3, (2) the Noteholders’ and the Trustee’s obligations under Section 14.13 and (3) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a). The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral Agreements Agreement of such Series Obligations.

Series Defeasance. Except as may be provided to the contrary in any Series Supplement, the Co-Issuers, solely in connection with an optional prepayment in full, a mandatory prepayment in full or a redemption in full of all Outstanding Notes of a particular Series (the “Defeased Series”) or in connection with the Series Legal Final Maturity Date of a particular Series of Notes, may terminate all Series Obligations with respect to such Series of Notes and all Obligations of the Guarantors under the Guarantee and Collateral Agreements Global G&C Agreement in respect of such Series of Notes on and as of any Business Day (the “Series Defeasance Date”) so long as), provided: (i) the Co-Issuers irrevocably deposit in trust with the Trustee, or at the option of the Trustee, with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-IssuersIssuers under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, U.S. Dollars and/or or Government Securities (or any combination thereof) 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 Trustee, to pay (without consideration of any reinvestment) without duplication: (A1) all principal, interest, contingent interest, premiums, make-whole prepayment considerationpremiums, Series Hedge Payment Amounts, commitment fees, administrative expensesClass A-1 Senior Notes Administrative Expenses, Class A-1 Senior Notes Interest Adjustment Amounts, Class A-1 Senior Notes Other Amounts, interest on the Outstanding Notes of such Series (including additional interest that accrues after the anticipated repayment date or renewal date, if applicable) Amounts and any other Series Obligations that will be due and payable by the Co-Issuers solely with respect to the Defeased Series as of the applicable prepayment date, redemption date or Series Legal Final Maturity Date, as applicable, and to pay all other sums payable by them under this the Base Indenture, each other Indenture Document and each other Transaction Document Series Hedge Agreement with respect to the Defeased Seriessuch Series of Notes; (B2) all Weekly Management Fees, Supplemental Management Fees, unreimbursed Servicing Advances (and outstanding interest thereon) and Manager Advances (and outstanding interest thereon), all fees, indemnities, reimbursements and expenses due to the Trustee, the ManagersManager, the Servicer and the Back-Up Manager, and all Successor Manager Transition Expenses and Successor Servicer Transition Expenses, in each case that will be due and payable on or as of the following Quarterly Calculation Accounting Date (or if the Series Defeasance Date is an Accounting Date, then as of the Series Defeasance Date); and (C3) all Securitization Operating Operation Expenses, all Environmental Remediation Expenses Amounts, all Class A-1 Senior Notes Administrative Expenses for the Defeased Series, all Class A-1 Senior Notes Interest Adjustment Amounts for the Defeased Series and all Class A-1 Senior Notes Other Amounts for the Defeased Series, in each case, that are due and unpaid as of the Series Defeasance Date to the Actual Knowledge of either the Manager; provided provided, that any the terms of each Government Securities Security deposited in trust shall provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or Series Legal Final Maturity of the Defeased Series, as the case may beapplicable; and provided, further, that if (x) if the deposit is held by a trustee of an irrevocable trust other than Trustee, such trustee shall have been irrevocably instructed by the Co-Issuers to pay such money or the proceeds of such Government Securities to the Trustee on or prior to the prepayment date, redemption date, or Series Legal Final Maturity Date, as applicable and (y) the Trustee shall have been irrevocably instructed by either the Co-Issuer Issuers to apply such funds money or the proceeds of such Government Securities to the payment of principal, premiums, make-whole prepayment consideration and interest the Series Obligations with respect to the Notes of such Defeased Series and such to the payment of other sumsfees and expenses, as applicable; (ii) all commitments under all Class A-1 Variable Funding Note Purchase Agreements and all Series Hedge Agreements with respect to the Defeased such Series of Notes shall have been terminated on or before the Series Defeasance Date; (iii) the Co-Issuers deliver notice of prepayment, redemption or maturity of such Series of Notes in full to the Noteholders of the Defeased Series, the ManagersManager, the Trustee, the Control Party, the Servicer, the Controlling Class Representative, the Back-Up Manager and each the Rating Agency Agencies not more than twenty (20) Business Days prior to the Series Defeasance Date, and such notice is expressly stated to be, or as of the date of the deposit has become, irrevocable; (iv) if, after giving effect to the deposit, if any other Series of Notes is Outstanding, the Co-Issuers deliver to the Trustee an Officers’ Officer’s Certificate of the Co-Issuers stating that no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default shall have occurred and be continuing on the date of such deposit; (v) the Co-Issuers deliver Master Issuer delivers to the Trustee an Officers’ Officer’s Certificate stating that the defeasance was not made by the Co-Issuers with the intent of preferring the holders of the Defeased Series over other creditors of any the Co-Issuer Issuers or with the intent of defeating, hindering, delaying or defrauding other creditors; (vi) the Co-Issuers deliver notice of such deposit to the Control Party, the Manager, the Back-Back Up Manager and each the Rating Agency Agencies on or before the date of the deposit; (vii) such defeasance will not result in a breach or violation of, or constitute a default under, the Indenture or any other Indenture DocumentDocuments; (viii) the Rating Agency Condition is satisfied with respect to each Series of Notes Outstanding, if any, other than the Defeased Series; and (ix) the Co-Issuers deliver to the Trustee an Opinion of Counsel to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and the Guarantee and Collateral Agreements Global G&C Agreement shall be discharged and cease to be of further effect with respect to such Defeased Series, the Co-Issuers and the Guarantors shall be deemed to have paid and been discharged from their Series Obligations with respect to such Defeased Series and thereafter such Defeased Series shall be deemed to be “Outstanding” only for purposes of (1) the Trustee’s and the Paying Agent’s obligations under Section 12.2 and Section 12.3, (2) the Noteholders’ and the Trustee’s obligations under Section 14.13 and (3) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a). The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral Agreements Global G&C Agreement of such Series Obligations.

Series Defeasance. Except as may be provided to the contrary in any Series Supplement, the Co-Issuers, solely in connection with an optional prepayment in full, a mandatory prepayment in full or a redemption in full of all Outstanding Notes of a particular Series (the “Defeased Series”) or in connection with the Series Legal Final Maturity Date of a particular Series of Notes, may terminate all Series Obligations with respect to such Series of Notes (the “Defeased Series”) and all Series Obligations of the Guarantors Guarantor under the Guarantee and Collateral Agreements G&C Agreement in respect of such Series of Notes thereof on and as of any Business Day (the “Series Defeasance Date”) so long as), provided: (i) the Co-Issuers irrevocably deposit in trust with the Trustee, or at the option of the Trustee, with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-IssuersIssuers under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, U.S. Dollars and/or dollars or Government Securities (or any combination thereof) 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 Trustee, to pay (without consideration of any reinvestment) without duplication: (A1) all principal, interest, contingent interest, premiums, make-whole prepayment considerationpremiums, Series Hedge Payment Amounts, commitment fees, administrative expensesClass A-1 Senior Notes Administrative Expenses, Class A-1 Senior Notes Interest Adjustment Amounts, Class A-1 Senior Notes Other Amounts, interest on the Outstanding Notes of such Series (including additional interest that accrues after the anticipated repayment date or renewal date, if applicable) Amounts and any other Series Obligations that will be due and payable by the Co-Issuers solely with respect to the Defeased Series as of the applicable prepayment date, redemption date or Series Legal Final Maturity Date, as applicable, and to pay all other sums payable by them under this Base Indenture and each other Transaction Document with respect to the Defeased Series;; and (B2) all Weekly Interim Management Fees, Fees and all Supplemental Management Fees, all unreimbursed Servicing Advances (and outstanding interest thereon) and Manager Advances (and outstanding interest thereon), all fees, indemnities, reimbursements and expenses due to the Trustee, the ManagersManager, the Servicer and the Back-Up Manager, and all Successor Manager Transition Expenses and Expenses, all Successor Servicer Transition Expenses, in each case all Securitization Operating Expenses and all Environmental Remediation Expenses Amounts that will be due and payable on or as of the following Quarterly Calculation Accounting Date (or if the Series Defeasance Date is an Accounting Date; and, then as of the Series Defeasance Date); (C3) all unreimbursed Servicing Advances and Manager Advances (and outstanding interest thereon), all fees, indemnities, reimbursements and expenses due to the Trustee, the Manager, the Servicer and the Back-Up Manager, all Successor Manager Transition Expenses, all Securitization Operating Operation Expenses, all Environmental Remediation Expenses Amounts, all Class A-1 Senior Notes Administrative Expenses for the Defeased Series, all Class A-1 Senior Notes Interest Adjustment Amounts for the Defeased Series and all Class A-1 Senior Notes Other Amounts for the Defeased Series, in each case, that are due and unpaid as of the Series Defeasance Date to the Actual Knowledge of either the Manager; (ii) in each case, after giving effect to any other funds on deposit (A) in the Series Distribution Accounts for such Defeased Series on such Series Defeasance Date and (B) in the Senior Notes Principal Payments Account, Senior Subordinated Notes Principal Payments Account, Subordinated Notes Principal Payments Account, the Class A-1 Senior Notes Commitment Fees Account and the Hedge Payment Account as of the Series Defeasance Date to the extent such funds will be allocated to the Defeased Series and deposited to the applicable Series Distribution Account for the Defeased Series on or before the prepayment date, redemption date or Series Legal Final Maturity Date of the Defeased Series, as applicable; provided that any provided, the terms of each Government Securities Security deposited in trust shall provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or Series Legal Final Maturity of the Defeased Series, as the case may beapplicable; and provided, further, that if (x) if the deposit is held by a trustee of an irrevocable trust other than Trustee, such trustee shall have been irrevocably instructed by the Co-Issuers to pay such money or the proceeds of such Government Securities to the Trustee on or prior to the prepayment date, redemption date, or Series Legal Final Maturity Date, as applicable and (y) the Trustee shall have been irrevocably instructed by either the Co-Issuer Issuers to apply such funds money or the proceeds of such Government Securities to the payment of principal, premiums, make-whole prepayment consideration and interest with respect to the Notes of such Series and such other sums; (ii) all commitments under all Class A-1 Note Purchase Agreements Obligations with respect to the Defeased Series and to the payment of other fees and expenses, as applicable and as provided for in this Section 12.1(c); (iii) all commitments under all Variable Funding Note Purchase Agreements and all Series Hedge Agreements with respect to such Series of Notes shall have been terminated on or before the Series Defeasance Date; (iiiiv) the Co-Issuers deliver notice of prepayment, redemption or maturity of such Series of Notes in full to the Noteholders of the Defeased Series, the ManagersManager, the Trustee, the Control Party, the Servicer, the Controlling Class Representative, the Back-Up Manager and each the Rating Agency not more than twenty (20) Business Days prior to Agencies in accordance with the Series Defeasance Dateterms of the Indenture, and such which notice is expressly stated to be, or in accordance with the terms of the Indenture has become as of the Series Defeasance Date, irrevocable, and the date of prepayment, redemption or maturity as specified in such notice when delivered was not longer than twenty (20) Business Days after the deposit has become, irrevocabledate of such notice; (ivv) if, after giving effect to the deposit, if any other Series of Notes is Outstanding, the Co-Issuers deliver to the Trustee an Officers’ Officer's Certificate of the Co-Issuers stating that no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default shall have occurred and be continuing on the date of such deposit; (v) the Co-Issuers deliver to the Trustee an Officers’ Certificate stating that the defeasance was not made by the Co-Issuers with the intent of preferring the holders of the Defeased Series over other creditors of any Co-Issuer or with the intent of defeating, hindering, delaying or defrauding other creditors; (vi) the Co-Issuers deliver notice of such deposit to the Control Party, the Manager, the Back-Back Up Manager and each the Rating Agency Agencies on or before the date of the deposit;; and (vii) such defeasance will not result in a breach or violation of, or constitute a default under, the Indenture or any other Indenture Document; (viii) the Rating Agency Condition is satisfied with respect to each Series of Notes Outstanding, if any, other than the Defeased Series; and (ix) the Co-Issuers deliver to the Trustee an Opinion of Counsel is delivered to the Trustee and the Servicer to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and the Guarantee and Collateral Agreements G&C Agreement shall be discharged and cease to be of further effect with respect to such Defeased Series, the Co-Issuers and the Guarantors Guarantor shall be deemed to have paid and been discharged from their Series Obligations with respect to such Defeased Series and thereafter such Defeased Series shall be deemed to be “Outstanding” only for purposes of (1) the Trustee’s 's and the Paying Agent’s 's obligations under Section 12.2 and Section 12.3, (2) the Noteholders’ ' and the Trustee’s 's obligations under Section 14.13 and (3) the Noteholders’ ' rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a). The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral Agreements G&C Agreement of such Series Obligations.

Series Defeasance. Except as may be provided to the contrary in any Series Supplement, the Co-Issuers, solely in connection with an optional prepayment in full, a mandatory prepayment in full or a redemption in full of all Outstanding Notes of a particular Series (the “Defeased Series”) or in connection with the Series Legal Final Maturity Date of a particular Series of Notes, may terminate all Series Obligations with respect to such Series of Notes and all Obligations of the Guarantors under the Guarantee and Collateral Agreements Global G&C Agreement in respect of such Series of Notes on and as of any Business Day (the “Series Defeasance Date”) so long as), provided: (i) the Co-Issuers irrevocably deposit in trust with the Trustee, or at the option of the Trustee, with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-IssuersIssuers under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, U.S. Dollars and/or or Government Securities (or any combination thereof) 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 Trustee, to pay (without consideration of any reinvestment) without duplication: (A1) all principal, interest, contingent interest, premiums, make-whole prepayment considerationpremiums, Series Hedge Payment Amounts, commitment fees, administrative expensesClass A-1 Senior Notes Administrative Expenses, Class A-1 Senior Notes Interest Adjustment Amounts, Class A-1 Senior Notes Other Amounts, interest on the Outstanding Notes of such Series (including additional interest that accrues after the anticipated repayment date or renewal date, if applicable) Amounts and any other Series Obligations that will be due and payable by the Co-Co- Issuers solely with respect to the Defeased Series as of the applicable prepayment date, redemption date or Series Legal Final Maturity Date, as applicable, and to pay all other sums payable by them under this the Base Indenture, each other Indenture Document and each other Transaction Document Series Hedge Agreement with respect to the Defeased Seriessuch Series of Notes; (B2) all Weekly Management Fees, Supplemental Management Fees, unreimbursed Advances (and outstanding interest thereon) and Manager Advances (and outstanding interest thereon), all fees, indemnities, reimbursements and expenses due to the Trustee, the ManagersManager, the Servicer and the Back-Up Manager, and all Successor Manager Transition Expenses and Successor Servicer Transition Expenses, in each case that will be due and payable on or as of the following Quarterly Calculation Accounting Date (or if the Series Defeasance Date is an Accounting Date, then as of the Series Defeasance Date); and (C3) all Securitization Operating Operation Expenses, all Environmental Remediation Expenses Amounts, all Class A-1 Senior Notes Administrative Expenses for the Defeased Series, all Class A-1 Senior Notes Interest Adjustment Amounts for the Defeased Series and all Class A-1 Senior Notes Other Amounts for the Defeased Series, in each case, that are due and unpaid as of the Series Defeasance Date to the Actual Knowledge of either the Manager; provided provided, that any the terms of each Government Securities Security deposited in trust shall provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or Series Legal Final Maturity of the Defeased Series, as the case may beapplicable; and provided, further, that if (x) if the deposit is held by a trustee of an irrevocable trust other than Trustee, such trustee shall have been irrevocably instructed by the Co-Issuers to pay such money or the proceeds of such Government Securities to the Trustee on or prior to the prepayment date, redemption date, or Series Legal Final Maturity Date, as applicable and (y) the Trustee shall have been irrevocably instructed by either the Co-Issuer Issuers to apply such funds money or the proceeds of such Government Securities to the payment of principal, premiums, make-whole prepayment consideration and interest the Series Obligations with respect to the Notes of such Defeased Series and such to the payment of other sumsfees and expenses, as applicable; (ii) all commitments under all Class A-1 Variable Funding Note Purchase Agreements and all Series Hedge Agreements with respect to the Defeased such Series of Notes shall have been terminated on or before the Series Defeasance Date; (iii) the Co-Issuers deliver notice of prepayment, redemption or maturity of such Series of Notes in full to the Noteholders of the Defeased Series, the ManagersManager, the Trustee, the Control Party, the Servicer, the Controlling Class Representative, the Back-Up Manager and each the Rating Agency Agencies not more than twenty (20) Business Days prior to the Series Defeasance Date, and such notice is expressly stated to be, or as of the date of the deposit has become, irrevocable; (iv) if, after giving effect to the deposit, if any other Series of Notes is Outstanding, the Co-Issuers deliver to the Trustee an Officers’ Officer’s Certificate of the Co-Issuers stating that no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default shall have occurred and be continuing on the date of such deposit; (v) the Co-Issuers deliver Master Issuer delivers to the Trustee an Officers’ Officer’s Certificate stating that the defeasance was not made by the Co-Issuers with the intent of preferring the holders of the Defeased Series over other creditors of any the Co-Issuer Issuers or with the intent of defeating, hindering, delaying or defrauding other creditors; (vi) the Co-Issuers deliver notice of such deposit to the Control Party, the Manager, the Back-Back Up Manager and each the Rating Agency Agencies on or before the date of the deposit; (vii) such defeasance will not result in a breach or violation of, or constitute a default under, the Indenture or any other Indenture DocumentDocuments; (viii) the Rating Agency Condition is satisfied with respect to each Series of Notes Outstanding, if any, other than the Defeased Series; and (ix) the Co-Issuers deliver to the Trustee an Opinion of Counsel to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and the Guarantee and Collateral Agreements Global G&C Agreement shall be discharged and cease to be of further effect with respect to such Defeased Series, the Co-Issuers and the Guarantors shall be deemed to have paid and been discharged from their Series Obligations with respect to such Defeased Series and thereafter such Defeased Series shall be deemed to be “Outstanding” only for purposes of (1) the Trustee’s and the Paying Agent’s obligations under Section 12.2 and Section 12.3, (2) the Noteholders’ and the Trustee’s obligations under Section 14.13 and (3) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a). The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral Agreements Global G&C Agreement of such Series Obligations.

Series Defeasance. Except as may be provided to the contrary in any Series Supplement, the Co-Issuers, solely in connection with an optional prepayment in full, a mandatory prepayment in full or a redemption in full of all Outstanding Notes of a particular Series (the “Defeased Series”) or in connection with the Series Legal Final Maturity Date of a particular Series of Notes, may terminate all Series Obligations with respect to such Series of Notes and all Obligations of the Guarantors under the Guarantee and Collateral Agreements in respect of such Series of Notes as of any Business Day (the “Series Defeasance Date”) so long as: (i) the Co-Issuers irrevocably deposit in trust with the Trustee, or with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-Issuers, U.S. Dollars and/or Government Securities 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 Trustee, to pay without duplication: (A) all principal, premiums, make-whole prepayment consideration, commitment fees, administrative expenses, Class A-1 Notes Other Amounts, interest on the Outstanding Notes of such Series (including additional interest that accrues after the anticipated repayment date or renewal date, if applicable) any other Series Obligations that will be due and payable by the Co-Issuers solely with respect to the Defeased Series as of the applicable prepayment date, redemption date or Series Legal Final Maturity Date, as applicable, and to pay all other sums payable by them under this Base Indenture and each other Transaction Document with respect to the Defeased Series; (B) all Weekly Management Fees, Supplemental Management Fees, unreimbursed Advances (and outstanding interest thereon) and Manager Advances (and outstanding interest thereon), all fees, indemnities, reimbursements and expenses due to the Trustee, the Managers, the Servicer and the Back-Up Manager, and all Successor Manager Transition Expenses and Successor Servicer Transition Expenses, in each case that will be due and payable as of the following Quarterly Calculation Date; and (C) all Securitization Operating Expenses, all Class A-1 Notes Administrative Expenses for the Defeased Series, all Class A-1 Notes Interest Adjustment Amounts for the Defeased Series, in each case, that are due and unpaid as of the Series Defeasance Date to the Actual Knowledge of either Manager; provided that any Government Securities shall provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or Series Legal Final Maturity of the Defeased Series, as the case may be; and the Trustee shall have been irrevocably instructed by either Co-Issuer to apply such funds to the payment of principal, premiums, make-whole prepayment consideration and interest with respect to the Notes of such Series and such other sums; (ii) all commitments under all Class A-1 Note Purchase Agreements with respect to the Defeased Series shall have been terminated on or before the Series Defeasance Date; (iii) the Co-Issuers deliver notice of prepayment, redemption or maturity of such Series of Notes in full to the Noteholders of the Defeased Series, the Managers, the Trustee, the Control Party, the Servicer, the Controlling Class Representative, the Back-Up Manager and each Rating Agency not more than twenty (20) Business Days prior to the Series Defeasance Date, and such notice is expressly stated to be, or as of the date of the deposit has become, irrevocable; (iv) after giving effect to the deposit, if any other Series of Notes is Outstanding, the Co-Issuers deliver to the Trustee an Officers’ Certificate stating that no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default shall have occurred and be continuing on the date of such deposit; (v) the Co-Issuers deliver to the Trustee an Officers’ Certificate stating that the defeasance was not made by the Co-Issuers with the intent of preferring the holders of the Defeased Series over other creditors of any Co-Issuer or with the intent of defeating, hindering, delaying or defrauding other creditors; (vi) the Co-Issuers deliver notice of such deposit to the Control Party, the ManagerManagers, the Back-Up Manager and each Rating Agency on or before the date of the deposit; (vii) such defeasance will not result in a breach or violation of, or constitute a default under, the Indenture or any other Indenture Document; (viii) the Rating Agency Condition is satisfied with respect to each Series of Notes Outstanding, if any, other than the Defeased Series; and (ix) the Co-Issuers deliver to the Trustee an Opinion of Counsel to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and the Guarantee and Collateral Agreements shall be discharged and cease to be of further effect with respect to such Defeased Series, the Co-Issuers and the Guarantors shall be deemed to have paid and been discharged from their Series Obligations with respect to such Defeased Series and thereafter such Defeased Series shall be deemed to be “Outstanding” only for purposes of (1) the Trustee’s and the Paying Agent’s obligations under Section 12.2 and Section 12.3, (2) the Noteholders’ and the Trustee’s obligations under Section 14.13 and (3) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a). The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral Agreements of such Series Obligations.

Series Defeasance. Except as may be provided Subject to the contrary in any terms of each applicable Series Supplement, the Co-IssuersIssuer, solely in connection with an optional prepayment in full, a mandatory prepayment the payment in full (whether optional or mandatory) or a redemption in full of all Outstanding Notes of a particular Series Series, Class, Subclass or Tranche of Notes (the “Defeased Series”) or in connection with the Series Legal Final Maturity Date of a particular Series of Notes, may terminate all Series Obligations with respect to such Series of Notes their obligations and all Obligations the obligations of the Guarantors under the Guarantee and Collateral Agreements in Transaction Documents with respect of to such Series Series, Class, Subclass or Tranche of Notes on and as of any Business Day (the “Series Defeasance Date”) so long as), provided: (i) the Co-Issuers Issuer irrevocably deposit deposits in trust with the Trustee, or at the option of the Trustee, with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-IssuersIssuer under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, U.S. Dollars and/or or Government Securities (or any combination thereof) 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 Trustee, to pay (without consideration of any reinvestment) without duplication: (A) all principal, interest, contingent interest, premiums, make-whole prepayment consideration, commitment fees, administrative expenses, Class A-1 Notes Other Amounts, interest on the Outstanding Notes of such Series Series, Class, Subclass or Tranche (including additional interest that accrues after the anticipated repayment date a Series Anticipated Repayment Date or renewal date, if applicable) and any other Series Obligations that will be due and payable by the Co-Issuers Issuer solely with respect to the Defeased Series as of the applicable prepayment date, redemption date or Series Legal Final Maturity Date, as applicablethe case may be, and to pay all other sums payable by them under this the Base Indenture and each other Transaction Document with respect to the Defeased SeriesSeries of Notes; (B) all Weekly Monthly Management Fees, Supplemental Management Fees, unreimbursed Manager Advances (and outstanding interest thereon) and Manager Advances (and outstanding interest thereon), all fees, indemnities, reimbursements and expenses due to the Trustee, the ManagersManager, the Servicer Control Party and the Back-Up Manager, and all Successor Manager Transition Expenses and Successor Servicer Control Party Transition Expenses, in each case that will be due and payable on or as of the following Monthly Allocation Date or Quarterly Calculation Payment Date, as applicable; and (C) all Securitization Operating Expenses, all Class A-1 Notes Administrative Expenses for the Defeased Series, all Class A-1 Notes Interest Adjustment Amounts for the Defeased Series, in each case, that are due and unpaid as of the Series Defeasance Date to the Actual Knowledge of either the Manager; provided provided, that any the terms of each Government Securities Security deposited in trust shall provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or Series Legal Final Maturity of the Defeased Series, as the case may beapplicable; and provided, further, that (x) if the deposit is held by a trustee of an irrevocable trust other than Trustee, such trustee shall have been irrevocably instructed by the Issuer to pay such money or the proceeds of such Government Securities to the Trustee on or prior to the prepayment date, redemption date, or Series Legal Final Maturity Date, as applicable and (y) the Trustee shall have been irrevocably instructed by either Co-the Issuer to apply such funds money or the proceeds of such Government Securities to the payment of principal, premiums, make-whole prepayment consideration and interest the Series Obligations with respect to the Notes of such Series Series, Class, Subclass or Tranche and such to the payment of other sumsfees and expenses, as applicable; (ii) all commitments under all Class A-1 Note Purchase Agreements with respect to the Defeased Series shall have been terminated on or before the Series Defeasance DateReserved; (iii) the Co-Issuers deliver Issuer delivers notice of prepayment, redemption or maturity in full of such Series Series, Class, Subclass or Tranche of Notes in full to the Noteholders of the Defeased Series, the ManagersManager, the Trustee, the Control Party, the Servicer, the Controlling Class Representative, the Back-Up Manager and each Rating Agency the Control Party not more than twenty (20) Business Days prior to the Series Defeasance Date, and such notice is expressly stated to be, or as of the date of the deposit has become, irrevocable; (iv) if, after giving effect to the deposit, if any other Series Series, Class, Subclass or Tranche of Notes is Outstanding, the Co-Issuers deliver Issuer delivers to the Trustee an Officers’ Officer’s Certificate of the Issuer stating that no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default shall have occurred and be continuing on the date of such deposit; (v) the Co-Issuers deliver Issuer delivers to the Trustee an Officers’ Officer’s Certificate stating that the defeasance was not made by the Co-Issuers Issuer with the intent of preferring the holders of the Defeased Series over other creditors of any Co-the Issuer or with the intent of defeating, hindering, delaying or defrauding other creditors; (vi) the Co-Issuers deliver Issuer delivers notice of such deposit to the Control Party, the Manager, Manager and the Back-Up Manager and each Rating Agency on or before the date of the deposit; (vii) such defeasance will not result in a breach or violation of, or constitute a default under, the Indenture or any other Indenture Document;Transaction Documents; and (viii) the Rating Agency Condition is satisfied with respect to each Series of Notes Outstanding, if any, other than the Defeased Series; and (ix) the Co-Issuers deliver Issuer delivers to the Trustee an Opinion of Counsel to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and Indenture, the Guarantee and Collateral Agreements Agreement and the other Transaction Documents shall be discharged and cease to be of further effect with respect to such Defeased Series, the Co-Issuers Issuer and the Guarantors shall be deemed to have paid and been discharged from their Series Obligations with respect to such Defeased Series and thereafter such Defeased Series shall be deemed to be “Outstanding” only for purposes of (1) the Issuer’s obligations under Section 10.5, (2) the Trustee’s and the Paying Agent’s obligations under Section 10.11, Section 12.2 and Section 12.3, (23) the Noteholders’ and the Trustee’s obligations under Section 14.13 and (34) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a). The Trustee, on demand of and at the Securitization Entitiesexpense of the Issuer, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral Agreements Agreement of such Series Obligations. For the avoidance of doubt, upon the termination of a Series Supplement in accordance with the terms thereof, such Series of Notes shall be a “Defeased Series” and all Series Obligations with respect to such Series of Notes and all Obligations of the Guarantors under the Guarantee and Collateral Agreement in respect of such Series of Notes shall terminate and such date of termination shall be a “Series Defeasance Date”. Upon such termination of the applicable Series Supplement in accordance with its terms, the Indenture, the Guarantee and Collateral Agreement and the other Transaction Documents shall cease to be of further effect with respect to such Defeased Series, the Issuer and the Guarantors shall be deemed to have paid and been discharged from their Series Obligations with respect to such Defeased Series and thereafter such Defeased Series shall no longer be deemed Outstanding hereunder.

Series Defeasance. Except as may be provided to the contrary in any Series Supplement, the Co-Issuers, solely in connection with an optional prepayment in full, a mandatory prepayment in full or a redemption in full of all Outstanding Notes of a particular Series (the “Defeased Series”) or in connection with the Series Legal Final Maturity Date of a particular Series of Notes, may terminate all Series Obligations with respect to such Series of Notes and all Obligations of the Guarantors under the Guarantee and Collateral Agreements Agreement in respect of such Series of Notes as of any Business Day (the “Series Defeasance Date”) so long as: (i) the Co-Issuers irrevocably deposit in trust with the Trustee, or with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-Issuers, U.S. Dollars and/or Government Securities 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 Trustee, to pay without duplication: (A1) all principal, premiums, make-whole prepayment consideration, commitment fees, administrative administration expenses, Class A-1 Notes Other Amounts, interest on the Outstanding Notes of such Series (including additional interest that accrues after the anticipated repayment date or renewal date, if applicable) ), Series Hedge Payment Amounts and any other Series Obligations that will be due and payable by the Co-Issuers solely with respect to the Defeased Series as of the applicable prepayment date, redemption date or Series Legal Final Maturity Date, as applicable, and to pay all other sums payable by them under this Base Indenture and each other Transaction Document (including each Series Hedge Agreement) with respect to the Defeased Series; (B2) all Weekly Management Fees, Supplemental Management Fees, unreimbursed Advances (and outstanding interest thereon) and Manager Advances (and outstanding interest thereon), all fees, indemnities, reimbursements and expenses due to the Trustee, the ManagersManager, the Servicer and the Back-Up Manager, and all Successor Manager Transition Expenses and Successor Servicer Transition Expenses, in each case that will be due and payable as of the following Weekly Allocation Date or Quarterly Calculation Payment Date, as applicable; and (C3) all Securitization Operating Expenses, all Class A-1 Notes Administrative Expenses for the Defeased Series, all Class A-1 Notes Interest Adjustment Amounts for the Defeased Series, Class A-1 Notes Commitment Fees Adjustment Amounts and all Class A-1 Notes Other Amounts for the Defeased Series, in each case, that are due and unpaid as of the Series Defeasance Date to the Actual Knowledge of either the Manager; provided that any Government Securities shall provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or Series Legal Final Maturity of the Defeased Series, as the case may be; and the Trustee shall have been irrevocably instructed by either the Co-Issuer Issuers to apply such funds to the payment of principal, premiums, make-whole prepayment consideration and interest with respect to the Notes of such Series and such other sums; (ii) all commitments under all Class A-1 Note Purchase Agreements and all Series Hedge Agreements with respect to the Defeased Series shall have been terminated on or before the Series Defeasance Date; (iii) the Co-Issuers deliver notice of prepayment, redemption or maturity of such Series of Notes in full to the Noteholders of the Defeased Series, the ManagersManager, the Trustee, the Control Party, the Servicer, the Controlling Class Representative, the Back-Up Manager and each Rating Agency not more than twenty (20) Business Days prior to the Series Defeasance Date, and such notice is expressly stated to be, or as of the date of the deposit has become, irrevocable; (iv) after giving effect to the deposit, if any other Series of Notes is Outstanding, the Co-Issuers deliver to the Trustee an Officers’ Officer’s Certificate of the Co-Issuers stating that no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default shall have occurred and be continuing on the date of such deposit; (v) the Co-Issuers deliver to the Trustee an Officers’ Officer’s Certificate stating that the defeasance was not made by the Co-Issuers with the intent of preferring the holders of the Defeased Series over other creditors of any the Co-Issuer Issuers or with the intent of defeating, hindering, delaying or defrauding other creditors; (vi) the Co-Issuers deliver notice of such deposit to the Control Party, the Manager, the Back-Up Manager and each Rating Agency on or before the date of the deposit; (vii) such defeasance will not result in a breach or violation of, or constitute a default under, the Indenture or any other Indenture Document; (viii) the Rating Agency Condition is satisfied with respect to each Series of Notes Outstanding, if any, other than the Defeased Series; and (ixviii) the Co-Issuers deliver to the Trustee an Opinion of Counsel to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and the Guarantee and Collateral Agreements Agreement shall be discharged and cease to be of further effect with respect to such Defeased Series, the Co-Issuers and the Guarantors shall be deemed to have paid and been discharged from their Series Obligations with respect to such Defeased Series and thereafter such Defeased Series shall be deemed to be “Outstanding” only for purposes of (1) the Trustee’s and the Paying Agent’s obligations under Section Sections 12.2 and Section 12.3, (2) the Noteholders’ and the Trustee’s obligations under Section 14.13 and (3) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a). The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral Agreements Agreement of such Series Obligations.

Series Defeasance. Except as may be provided to the contrary in any Series Supplement, the Co-Issuers, solely in connection with an optional prepayment in full, a mandatory prepayment in full or a redemption in full of all Outstanding Notes of a particular Series (the “Defeased Series”) or in connection with the Series Legal Final Maturity Date of a particular Series of Notes, may terminate all Series of their Obligations with respect to such Series of Notes under the Indenture and all Obligations of the Guarantors under the Guarantee and Collateral Agreements Agreement in respect of such Series of Notes on and as of any Business Day (the “Series Defeasance Date”) so long asif: (i) the Co-Issuers irrevocably deposit in trust with the Trustee, or with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-Issuers, U.S. Dollars dollars and/or Government Securities sufficient (after giving effect to the application of funds on deposit in an amount sufficientthe Collection Account), in the written opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof or investment banking or valuation firm approved by the Control Party (at the direction of the Controlling Class Representative) delivered to the Trustee, to pay pay, without duplication:; (A1) all principal, premiumsClass A Make-Whole Prepayment Premium, make-whole prepayment considerationif any, commitment fees, administrative expenses, Class A-1 Notes Other Amounts, and interest on the Outstanding Notes of such Defeased Series (including additional interest that accrues after the anticipated repayment date or renewal date, if applicable) and any other Series Obligations amounts that will be due and payable by the Co-Issuers solely with respect to the Defeased Series as of to the applicable prepayment date, redemption date or Series Legal Final Maturity Datematurity date, as applicablethe case may be, and to pay all other sums payable by them under this the Base Indenture and each other Transaction Document with respect to the such Defeased SeriesSeries of Notes; (B2) all Weekly Management Fees, Supplemental Back-Up Management Fees, unreimbursed Advances (and outstanding interest thereon) and Manager Collateral Protection Advances (and outstanding interest thereon), all fees, indemnities, reimbursements and expenses due to the Trustee, the ManagersManager, the Servicer and the Back-Up Manager, Manager (including in its role as Control Party) each LC Provider and all Successor Manager Transition Expenses and Successor Servicer Transition Expensesthe LC Administrative Agent, in each case that will be due and payable as of the following Quarterly Calculation Date; and (C3) all Securitization Operating Expenses, all Class A-1 Notes Administrative Expenses for the Defeased Series, all Class A-1 Notes Interest Adjustment Amounts for the Defeased Series, in each case, that are due and unpaid as of the Series Defeasance Date to the Actual Knowledge of either the Manager; provided that any Government Securities shall must provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or Series Legal Final Maturity of the Defeased Seriesmaturity date, as the case may be; , and the Trustee shall must have been irrevocably instructed by either Co-Issuer to apply such funds to the payment of principal, premiumsClass A Make-Whole Prepayment Premium, make-whole prepayment consideration if any, and interest with respect to the Notes of such Series and such other sums; (ii) all commitments under all Class A-1 Note Purchase Agreements with respect to the Defeased Series shall have been terminated on or before the Series Defeasance Date; (iii) the Co-Issuers deliver notice of prepayment, redemption or maturity of such Series of Notes in full to the Noteholders of the Defeased Series, the ManagersManager, the Trustee, the Control Party, the Servicer, the Controlling Class Representative, the Back-Up Manager and each the Rating Agency Agencies not more than twenty (20) Business Days prior to the Series Defeasance Date, and such notice is expressly stated to be, or as of the date of the deposit has become, irrevocable; provided that such notice may be conditioned upon the contemporaneous closing of a financing the proceeds of which will be used to fund all or a portion of such deposit; (iviii) after giving effect to the deposit, if any other Series of Notes is Outstanding, the Co-Issuers deliver to the Trustee an Officers’ Officer’s Certificate of the Issuers stating that no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default shall have has occurred and will be continuing on the date of such depositcontinuing; (viv) the Co-Issuers deliver to the Trustee an Officers’ Officer’s Certificate stating that the defeasance was not made by the Co-Issuers with the intent of preferring the holders of the Defeased Series over other creditors of any Co-Issuer the Issuers or with the intent of defeating, hindering, delaying or defrauding other creditors; (viv) the Co-Issuers deliver notice of such deposit to the Control Party, the Manager, the Back-Up Manager Manager, the LC Administrative Agent and each the Rating Agency Agencies on or before the date of the deposit; (viivi) such defeasance will not result in a breach or violation of, or constitute a default under, the Indenture or any other Indenture Document; (viii) the Rating Agency Condition is satisfied with respect to each Series of Notes Outstanding, if any, other than the Defeased SeriesDocuments; and (ixvii) the Co-Issuers deliver to the Trustee and Back-Up Manager an Officer’s Certificate and Opinion of Counsel to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and the Guarantee and Collateral Agreements Agreement shall be discharged and cease to be of further effect with respect to such Defeased Series, the Co-Issuers and the Guarantors shall be deemed to have paid and been discharged from their Series Obligations with respect to such Defeased Series and thereafter such Defeased Series shall be deemed to be “Outstanding” only for purposes of (1) the Trustee’s and the Paying Agent’s obligations under Section 12.2 and Section 12.3, (2) the Noteholders’ and the Trustee’s obligations under Section 14.13 14.12 and (3) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a). The Trustee, on demand of the Securitization Entities, shall execute proper instruments prepared by the Securitization Entities acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral Agreements Agreement of such Series Obligations.

Series Defeasance. Except as may be provided to the contrary in any Series Supplement, the Co-Issuers, solely in connection with an optional prepayment in full, a mandatory prepayment in full or a redemption in full of all Outstanding Notes of a particular Series (the “Defeased Series”) or in connection with the Series Legal Final Maturity Date of a particular Series of Notes, may terminate all Series Obligations with respect to such Series of Notes and all Obligations of the Guarantors under the Guarantee and Collateral Agreements in respect of such Series of Notes as of any Business Day (the “Series Defeasance Date”) so long as: (i) the Co-Issuers irrevocably deposit in trust with the Trustee, or with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-Issuers, U.S. Dollars and/or Government Securities 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 Trustee, to pay without duplication: (A) all principal, premiums, make-whole prepayment consideration, commitment fees, administrative expenses, Class A-1 Notes Other Amounts, interest on the Outstanding Notes of such Series (including additional interest that accrues after the anticipated repayment date or renewal date, if applicable) any other Series Obligations that will be due and payable by the Co-Issuers solely with respect to the Defeased Series as of the applicable prepayment date, redemption date or Series Legal Final Maturity Date, as applicable, and to pay all other sums payable by them under this Base Indenture and each other Transaction Document with respect to the Defeased Series; (B) all Weekly Management Fees, Supplemental Management Fees, unreimbursed Advances (and outstanding interest thereon) and Manager Advances (and outstanding interest thereon), all fees, indemnities, reimbursements and expenses due to the Trustee, the Managers, the Servicer and the Back-Up Manager, and all Successor Manager Transition Expenses and Successor Servicer Transition Expenses, in each case that will be due and payable as of the following Quarterly Calculation Date; and (C) all Securitization Operating Expenses, all Class A-1 Notes Administrative Expenses for the Defeased Series, all Class A-1 Notes Interest Adjustment Amounts for the Defeased Series, in each case, that are due and unpaid as of the Series Defeasance Date to the Actual Knowledge of either Manager; provided that any Government Securities shall provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or Series Legal Final Maturity of the Defeased Series, as the case may be; and the Trustee shall have been irrevocably instructed by either Co-Issuer to apply such funds to the payment of principal, premiums, make-whole prepayment consideration and interest with respect to the Notes of such Series and such other sums; (ii) all commitments under all Class A-1 Note Purchase Agreements with respect to the Defeased Series shall have been terminated on or before the Series Defeasance Date; (iii) the Co-Issuers deliver notice of prepayment, redemption or maturity of such Series of Notes in full to the Noteholders of the Defeased Series, the Managers, the Trustee, the Control Party, the Servicer, the Controlling Class Representative, the Back-Up Manager and each Rating Agency not more than twenty (20) Business Days prior to the Series Defeasance Date, and such notice is expressly stated to be, or as of the date of the deposit has become, irrevocable; (iv) after giving effect to the deposit, if any other Series of Notes is Outstanding, the Co-Issuers deliver to the Trustee an Officers’ Certificate stating that no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default shall have occurred and be continuing on the date of such deposit; (v) the Co-Issuers deliver to the Trustee an Officers’ Certificate stating that the defeasance was not made by the Co-Issuers with the intent of preferring the holders of the Defeased Series over other creditors of any Co-Issuer or with the intent of defeating, hindering, delaying or defrauding other creditors; (vi) the Co-Issuers deliver notice of such deposit to the Control Party, the ManagerManagerManagers, the Back-Up Manager and each Rating Agency on or before the date of the deposit; (vii) such defeasance will not result in a breach or violation of, or constitute a default under, the Indenture or any other Indenture Document; (viii) the Rating Agency Condition is satisfied with respect to each Series of Notes Outstanding, if any, other than the Defeased Series; and (ix) the Co-Issuers deliver to the Trustee an Opinion of Counsel to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and the Guarantee and Collateral Agreements shall be discharged and cease to be of further effect with respect to such Defeased Series, the Co-Issuers and the Guarantors shall be deemed to have paid and been discharged from their Series Obligations with respect to such Defeased Series and thereafter such Defeased Series shall be deemed to be “Outstanding” only for purposes of (1) the Trustee’s and the Paying Agent’s obligations under Section 12.2 and Section 12.3, (2) the Noteholders’ and the Trustee’s obligations under Section 14.13 and (3) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a). The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral Agreements of such Series Obligations.

Series Defeasance. Except as may be provided to the contrary in any Series Supplement, the Co-Issuers, solely in connection with an optional prepayment in full, a mandatory prepayment in full or a redemption in full of all Outstanding Notes of a particular Series (the “Defeased Series”) or in connection with the Series Legal Final Maturity Date of a particular Series of Notes, may terminate all Series of their Obligations with respect to such Series of Notes under the Indenture and all Obligations of the Guarantors under the Guarantee and Collateral Agreements Agreement in respect of such Series of Notes on and as of any Business Day (the “Series Defeasance Date”) so long as), provided: (i) the Co-Issuers irrevocably deposit in trust with the Trustee, or with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-Issuers, U.S. Dollars dollars and/or Government Securities 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 Trustee, to pay pay, without duplication: (A1) all principal, premiums, make-whole prepayment considerationpremiums, Series Hedge Payment Amounts, commitment fees, administrative administration expenses, Class A-1 Notes Other Amounts, interest on the Outstanding Notes of such Series (including additional interest that accrues after the anticipated repayment date or renewal date, if applicable) and any other Series Obligations amounts that will be due and payable by the Co-Issuers solely with respect to the Defeased Series as of to the applicable prepayment date, redemption date or Series Legal Final Maturity Datematurity date, as applicablethe case may be, and to pay all other sums payable by them under this the Base Indenture Indenture, each other Related Document and each other Transaction Document Series Hedge Agreement with respect to the Defeased Seriessuch Series of Notes; (B2) all Weekly Management Fees, Supplemental Management Fees, unreimbursed Advances (and outstanding interest thereon) and Manager Advances (and outstanding interest thereon), all fees, indemnities, reimbursements and expenses due to the Trustee, the ManagersManager, the Servicer and the Back-Up Manager, and all Successor Manager Transition Expenses and Successor Servicer Transition Expenses, in each case that will be due and payable as of the following Quarterly Calculation Date; and (C3) all Securitization Operating Expenses, all Class A-1 Notes Administrative Expenses for the Defeased Series, all Class A-1 Notes Interest Adjustment Amounts for the Defeased Series and all Class A-1 Notes Other Amounts for the Defeased Series, in each case, that are due and unpaid as of the Series Defeasance Date to the Actual Knowledge of either the Manager; provided that provided, any Government Securities shall must provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or Series Legal Final Maturity of the Defeased Seriesmaturity date, as the case may be; , and the Trustee shall must have been irrevocably instructed by either Co-Issuer to apply such funds to the payment of principal, premiums, make-whole prepayment consideration premiums and interest with respect to the Notes of such Series and such other sums; (ii) all commitments under all Class A-1 Variable Funding Note Purchase Agreements and Series Hedge Agreements with respect to the Defeased such Series shall have been of Notes are terminated on or before the Series Defeasance Date; (iii) the Co-Issuers deliver notice of prepayment, redemption or maturity of such Series of Notes in full to the Noteholders of the Defeased Series, the ManagersManager, the Trustee, the Control Party, the Servicer, the Controlling Class Representative, the Back-Up Manager and each the Rating Agency Agencies not more than twenty (20) 20 Business Days prior to the Series Defeasance Date, and such notice is expressly stated to be, or as of the date of the deposit has become, irrevocable; provided, that such notice may be conditioned upon the contemporaneous closing of a financing the proceeds of which will be used to fund all or a portion of such deposit; (iv) after giving effect to the deposit, if any other Series of Notes is Outstanding, the Co-Issuers deliver to the Trustee an Officers’ Officer’s Certificate of the Co-Issuers stating that no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default shall have has occurred and will be continuing on the date of such depositcontinuing; (v) the Co-Issuers deliver to the Trustee an Officers’ Officer’s Certificate stating that the defeasance was not made by the Co-Issuers with the intent of preferring the holders of the Defeased Series over other creditors of any the Co-Issuer Issuers or with the intent of defeating, hindering, delaying or defrauding other creditors; (vi) the Co-Issuers deliver notice of such deposit to the Control Party, the Manager, the Back-Up Manager and each the Rating Agency Agencies on or before the date of the deposit; (vii) such defeasance will not result in a breach or violation of, or constitute a default under, the Indenture or any other Indenture DocumentDocuments; (viii) the Rating Agency Condition is satisfied with respect to each Series of Notes Outstanding, if any, other than the Defeased Series; and (ix) the Co-Issuers deliver to the Trustee an Opinion of Counsel to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and the Guarantee and Collateral Agreements Agreement shall be discharged and cease to be of further effect with respect to such Defeased Series, the Co-Issuers and the Guarantors shall be deemed to have paid and been discharged from their Series Obligations with respect to such Defeased Series and thereafter such Defeased Series shall be deemed to be “Outstanding” only for purposes of (1) the Trustee’s and the Paying Agent’s obligations under Section 12.2 and Section 12.3, (2) the Noteholders’ and the Trustee’s obligations under Section 14.13 and (3) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a). The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral Agreements Agreement of such Series Obligations.