Common use of Satisfaction and Discharge of Agreement Clause in Contracts

Satisfaction and Discharge of Agreement. (a) Following payment in full of (i) all of the Certificates, (ii) the fees and charges of the Trustee, (iii) all other obligations of the Transferor under the Transaction Documents and (iv) all amounts owing to MBIA under the Insurance Agreement, and the release by the Trustee of the Trust Estate in accordance with Section 5.01(b) hereof, this Agreement shall be discharged and the Trustee shall notify the Rating Agencies thereof. (b) Upon payment in full of the amounts referred to in clauses (i) through (iv) of Section 5.01(a) hereof, the Transferor may submit to the Trustee an Officer's Certificate requesting the release to the Transferor or its designee of a stated amount of the funds on deposit in the Cash Collateral Account and some or all of the other Trust Estate (collectively, the "Withdrawn Collateral"), accompanied by an Opinion of Counsel reasonably acceptable to MBIA or, if an MBIA Default or Termination has occurred and is continuing, acceptable to the Controlling Holders, to the effect that, after the release of the Withdrawn Collateral, there will remain an amount in the Cash Collateral Account or otherwise subject to this Agreement at least equal to the payments of interest due on the Outstanding Certificates and the Class A Principal Distribution Amounts and Class B Principal Distribution Amounts that are subject to recapture as preferential transfers pursuant to Section 547 of the Bankruptcy Code or, alternatively, to the effect that no such payments are subject to recapture. In rendering such Opinion of Counsel, such counsel may rely as to factual matters, including, without limitation, the date on which funds were received and the source of funds, upon an Officer's Certificate. Promptly after receipt of such Officer's Certificate, Opinion of Counsel and authorization to release from MBIA, the Trustee shall release the Withdrawn Collateral from the lien of this Agreement, and deliver the Withdrawn Collateral to the Transferor or its designee. The Transferor shall be entitled to deliver more than one such Officer's Certificate and Opinion of Counsel until the entire Trust Estate is released and delivered to the Transferor or its designee. Notwithstanding the foregoing, MBIA or, if an MBIA Default or Termination has occurred and is continuing, the Controlling Holders, may waive the requirement that the Transferor deliver such Officer's Certificate and/or Opinion of Counsel and authorize the Trustee by written direction to release all or a portion of the Cash Collateral Account or other items of the Trust Estate from the lien of this Agreement upon payment in full of the amounts referred to in clauses (i) through (iv) of Section 5.01(a) hereof. Notwithstanding termination of this Agreement, the Trustee shall remain obligated to make claims under the applicable Certificate Insurance Policy with respect to any Preference Claim. (c) In connection with the discharge of this Agreement and the release of the Trust Estate, the Trustee shall release from the Lien of this Agreement and deliver to or upon the order of the Transferor all property remaining in the Trust Estate and shall execute and file, at the expense of the Transferor, UCC termination statements evidencing such discharge and release.

Satisfaction and Discharge of Agreement. (a) Following payment in full of (i) all of the Certificates, (ii) the fees and charges of the Trustee, (iii) all other obligations of the Transferor under the Transaction Documents and (iv) all amounts owing to MBIA under the Insurance Agreement, and the release by the Trustee of the Trust Estate in accordance with Section 5.01(b) hereof, this Agreement shall be discharged and the Trustee shall notify the Rating Agencies thereof. (b) Upon payment in full of the amounts referred to in clauses (i) through (iv) of Section 5.01(a) hereof, the Transferor may submit to the Trustee an Officer's Certificate requesting the release to the Transferor or its designee of a stated amount of the funds on deposit in the Cash Collateral Account and some or all of the other Trust Estate (collectively, the "Withdrawn Collateral"), accompanied by an Opinion of Counsel reasonably acceptable to MBIA or, if an MBIA Default or Termination has occurred and is continuing, acceptable to the Controlling Holders, to the effect that, after the release of the Withdrawn Collateral, there will remain an amount in the Cash Collateral Account or otherwise subject to this Agreement at least equal to the payments of interest due on the Outstanding Certificates and the Class A Principal Distribution Amounts and Class B Principal Distribution Amounts that are subject to recapture as preferential transfers pursuant to Section 547 of the Bankruptcy Code or, alternatively, to the effect that no such payments are subject to recapture. In rendering such Opinion of Counsel, such counsel may rely as to factual matters, including, without limitation, the date on which funds were received and the source of funds, upon an Officer's Certificate. Promptly after receipt of such Officer's Certificate, Opinion of Counsel and authorization to release from MBIA, the Trustee shall release the Withdrawn Collateral from the lien of this Agreement, and deliver the Withdrawn Collateral to the Transferor or its designee. The Transferor shall be entitled to deliver more than one such Officer's Certificate and Opinion of Counsel until the entire Trust Estate is released and delivered to the Transferor or its designee. Notwithstanding the foregoing, MBIA or, if an MBIA Default or Termination has occurred and is continuing, the Controlling Holders, may waive the requirement that the Transferor deliver such Officer's Certificate and/or Opinion of Counsel and authorize the Trustee by written direction to release all or a portion of the Cash Collateral Account or other items of the Trust Estate from the lien of this Agreement upon payment in full of the amounts referred to in clauses (i) through (iv) of Section 5.01(a) hereof. Notwithstanding termination of this Agreement, the Trustee shall remain obligated to make claims under the applicable Certificate Insurance Policy with respect to any Preference Claim. (c) In connection with the discharge of this Agreement and the release of the Trust Estate, the Trustee shall release from the Lien lien of this Agreement and deliver to or upon the order of the Transferor all property remaining in the Trust Estate and shall execute and file, at the expense of the Transferor, UCC termination financing statements evidencing such discharge and release.

Satisfaction and Discharge of Agreement. (a) Following payment in full of (i) all of the Certificates, (ii) the fees and charges of the TrusteeTrustee and the Back-up Servicer, (iii) all other obligations of the Transferor under the Transaction Documents and (iv) all amounts owing to MBIA the Bond Insurer under the Insurance Agreement, and (v) the release by the Trustee of the Trust Estate Property in accordance with Section 5.01(b) hereof, this Agreement shall be discharged and the Trustee shall notify the Rating Agencies thereofdischarged. (b) Upon payment in full of the amounts referred to in clauses (i) through (iv) of Section 5.01(a) hereof, the Transferor may submit a Transferor's Certificate to the Trustee an Officer's Certificate requesting the release to the Transferor or its designee of a stated amount of the funds on deposit in the Cash Collateral Account and some or all of the other Trust Estate Property (collectively, the "Withdrawn Collateral"), accompanied by an Opinion of Counsel reasonably acceptable to MBIA or, if an MBIA Default or Termination has occurred and is continuing, acceptable to the Controlling Holders, Bond Insurer to the effect that, after the release of the Withdrawn Collateral, there will remain an amount in the Cash Collateral Collection Account or otherwise subject to this Agreement at least equal to the payments of interest due on the Outstanding Certificates and the Class A Principal Distribution Amounts and Class B Principal Distribution Amounts Amount that are subject to recapture as preferential transfers pursuant to Section 547 of the Bankruptcy Code or, alternatively, to the effect that no such payments are subject to recapture. In rendering such Opinion of Counsel, such counsel may rely as to factual matters, including, without limitation, the date on which funds were received and the source of funds, upon an Officer's Certificate. Promptly after receipt of such OfficerTransferor's Certificate, Certificate and Opinion of Counsel and authorization to release from MBIAthe Bond Insurer, the Trustee shall release the Withdrawn Collateral from the lien of this Agreement, and deliver the Withdrawn Collateral to the Transferor or its designee. The Transferor shall be entitled to deliver more than one such Officer's Certificate request and Opinion of Counsel until the entire Trust Estate Property is released and delivered to the Transferor or its designee. Notwithstanding the foregoing, MBIA or, if an MBIA Default or Termination has occurred and is continuing, the Controlling Holders, Bond Insurer may waive the requirement that the Transferor deliver such Officer's Certificate and/or Opinion of Counsel and authorize the Trustee by written direction to release all or a portion of the Cash Collateral Collection Account or other items of the Trust Estate Property from the lien of this Agreement upon payment in full of the amounts referred to in clauses (i) through (iv) of Section 5.01(a) hereof. Notwithstanding termination of this Agreement, the Trustee shall remain obligated to make claims under the applicable Certificate Insurance Policy with respect to any Preference ClaimClaim until termination of the Policy. (c) In connection with the discharge of this Agreement and the release of the Trust EstateProperty, the Trustee shall release from the Lien lien of this Agreement and deliver to or upon the order of the Transferor all property remaining in the Trust Estate Property and shall execute and file, at the expense of the TransferorHolder of the Certificates, UCC termination financing statements evidencing such discharge and release.

Satisfaction and Discharge of Agreement. (a) Following payment in full of (i) The Company may terminate all of the Certificates, its obligations under this Agreement (ii) the fees and charges except as to any surviving rights of the Trustee, (iii) all other obligations registration of the Transferor under the Transaction Documents and (iv) all amounts owing to MBIA under the Insurance Agreementtransfer or exchange of Notes herein expressly provided for), and the release by the Trustee of the Trust Estate in accordance with Section 5.01(b) hereof, this Agreement shall be discharged and the Trustee shall notify the Rating Agencies thereof. (b) Upon payment in full of the amounts referred to in clauses (i) through (iv) of Section 5.01(a) hereof, the Transferor may submit to the Trustee an Officer's Certificate requesting the release to the Transferor or its designee of a stated amount of the funds on deposit in the Cash Collateral Account and some or all of the other Trust Estate (collectively, the "Withdrawn Collateral"), accompanied by an Opinion of Counsel reasonably acceptable to MBIA or, if an MBIA Default or Termination has occurred and is continuing, acceptable to the Controlling Holders, to the effect that, after the release of the Withdrawn Collateral, there will remain an amount in the Cash Collateral Account or otherwise subject to this Agreement at least equal to the payments of interest due on the Outstanding Certificates and the Class A Principal Distribution Amounts and Class B Principal Distribution Amounts that are subject to recapture as preferential transfers pursuant to Section 547 of the Bankruptcy Code or, alternatively, to the effect that no such payments are subject to recapture. In rendering such Opinion of Counsel, such counsel may rely as to factual matters, including, without limitation, the date on which funds were received and the source of funds, upon an Officer's Certificate. Promptly after receipt of such Officer's Certificate, Opinion of Counsel and authorization to release from MBIA, the Trustee shall release the Withdrawn Collateral from the lien of this Agreement, and deliver the Withdrawn Collateral to the Transferor or its designee. The Transferor shall be entitled to deliver more than one such Officer's Certificate and Opinion of Counsel until the entire Trust Estate is released and delivered to the Transferor or its designee. Notwithstanding the foregoing, MBIA or, if an MBIA Default or Termination has occurred and is continuing, the Controlling Holders, may waive the requirement that the Transferor deliver such Officer's Certificate and/or Opinion of Counsel and authorize the Trustee by written direction to release all or a portion of the Cash Collateral Account or other items of the Trust Estate from the lien of this Agreement upon payment in full of the amounts referred to in clauses (i) through (iv) of Section 5.01(a) hereof. Notwithstanding termination of this Agreement, the Trustee shall remain obligated to make claims under the applicable Certificate Insurance Policy with respect to any Preference Claim. (c) In connection with the discharge of this Agreement and the release of the Trust Estate, the Trustee shall release from the Lien of this Agreement and deliver to or upon the order of the Transferor all property remaining in the Trust Estate and shall execute and fileFiscal Agent, at the expense of the TransferorCompany, UCC termination statements evidencing shall execute instruments in form and substance satisfactory to the Fiscal Agent and the Company acknowledging satisfaction and discharge of this Agreement, when (1) either (A) all Notes theretofore authenticated and delivered (other than Notes which have been mutilated, destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.7) have been delivered to the Fiscal Agent for cancellation; or (B) all such Notes not theretofore delivered to the Fiscal Agent for cancellation (i) have become due and payable, (ii) will become due and payable at their maturity date within one year, or (iii) are to be called for redemption pursuant to Section 10.1, Section 10.2, Section 10.3, Section 10.04 or Section 10.5 within one year under arrangements satisfactory to the Fiscal Agent for the giving of notice of redemption by the Fiscal Agent in the name, and at the expense, of the Company, and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Fiscal Agent as trust funds in trust for such purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Fiscal Agent for cancellation, for principal and releaseinterest to the date of such deposit (in the case of Notes which have become due and payable) or to the Redemption Date, as the case may be; (2) the Company has paid or caused to be paid or made provision satisfactory to the Fiscal Agent for the payment of all other sums payable hereunder by the Company; and (3) the Company has delivered to the Fiscal Agent an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Agreement have been complied with. Notwithstanding the satisfaction and discharge of this Agreement, the obligations of the Company to the Fiscal Agent under Section 4.6, Section 5.6 and Section 9.3, any obligations of the Fiscal Agent under Section 3.2 and any rights of registration of transfer, exchange or replacement of Notes provided in Section 2.4, Section 2.5, Section 2.6, Section 2.7, or Section 9.2 and any rights to Additional Amounts pursuant to Section 9.5 shall survive such satisfaction and discharge.

Satisfaction and Discharge of Agreement. (a) Following payment in full of (i) all of the Certificates, (ii) the fees and charges of the Trustee, (iii) all other obligations of the Transferor under the Transaction Documents and (iv) all amounts owing to MBIA under the Insurance Agreement, and the release by the Trustee of the Trust Estate in accordance with Section 5.01(b) hereof, this Agreement shall be discharged and the Trustee shall notify the Rating Agencies thereof. (b) Upon payment in full of the amounts referred to in clauses (i) through (iv) of Section 5.01(a) hereof, the Transferor may submit to the Trustee an Officer's Certificate requesting the release to the Transferor or its designee of a stated amount of the funds on deposit in the Cash Collateral Account and some or all of the other Trust Estate (collectively, the "Withdrawn Collateral"), accompanied by an Opinion of Counsel reasonably acceptable to MBIA or, if an MBIA Default or Termination has occurred and is continuing, acceptable to the Controlling Holders, to the effect that, after the release of the Withdrawn Collateral, there will remain an amount in the Cash Collateral Account or otherwise subject to this Agreement at least equal to the payments of interest due on the Outstanding Certificates and the Class A Principal Distribution Amounts and Class B Principal Distribution Amounts that are subject to recapture as preferential transfers pursuant to Section 547 of the Bankruptcy Code or, alternatively, to the effect that no such payments are subject to recapture. In rendering such Opinion of Counsel, such counsel may rely as to factual matters, including, without limitation, the date on which funds were received and the source of funds, upon an Officer's Certificate. Promptly after receipt of such Officer's Certificate, Opinion of Counsel and authorization to release from MBIA, the Trustee shall release the Withdrawn Collateral from the lien of this Agreement, and deliver the Withdrawn Collateral to the Transferor or its designee. The Transferor shall be entitled to deliver more than one such Officer's Certificate and Opinion of Counsel until the entire Trust Estate is released and delivered to the Transferor or its designee. Notwithstanding the foregoing, MBIA or, if an MBIA Default or Termination has occurred and is continuing, the Controlling Holders, may waive the requirement that the Transferor deliver such Officer's Certificate and/or Opinion of Counsel and authorize the Trustee by written direction to release all or a portion of the Cash Collateral Account or other items of the Trust Estate from the lien of this Agreement upon payment in full of the amounts referred to in clauses (i) through (iv) of Section 5.01(a) hereof. Notwithstanding termination of this Agreement, the Trustee shall remain obligated to make claims under the applicable Certificate Insurance Policy with respect to any Preference Claim. (c) In connection with the discharge of this Agreement and the release of the Trust Estate, the Trustee shall release from the Lien lien of this Agreement and deliver to or upon the order of the Transferor all property remaining in the Trust Estate and shall execute and file, at the expense of the Transferor, UCC termination financing statements evidencing such discharge and release.