Common use of Satisfaction and Discharge of Indenture Clause in Contracts

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.13, 3.14 and 3.15, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing Entity, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (A) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity and thereafter repaid to the Issuing Entity or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (I) have become due and payable, or (II) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, and the Issuing Entity, in the case of (I) or (II) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (B) the Issuing Entity has paid or caused to be paid all other sums payable by the Issuing Entity hereunder; and (C) the Issuing Entity has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.13, 3.14 3.20 and 3.153.22, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 and the obligations of the Indenture Trustee under Section 4.02) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on written demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (i) either (A) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.05 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; cancellation or (2B) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (I1) have become due and payable, (2) will become due and payable at the Class A-4 Final Payment Date within one year, or (II3) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing EntityIssuer, and the Issuing EntityIssuer, in the case of clauses (I1), (2) or (II3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable related Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (Bii) the Issuing Entity Issuer has paid or performed or caused to be paid or performed all other sums payable by amounts and obligations which the Issuing Entity hereunderIssuer may owe to or on behalf of the Indenture Trustee for the benefit of the Noteholders, under this Indenture or the Notes; and (Ciii) the Issuing Entity Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a11.01 (a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.033.3, 3.043.4, 3.053.5, 3.083.8, 3.10, 3.12, 3.12 and 3.13, 3.14 and 3.15, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including including, without limitation, the rights of the Indenture Trustee under Section 6.076.7 and the obligations of the Indenture Trustee under Section 4.2) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (Aa) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.5 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.033.3) have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (Ii) have become due and payable, (ii) will become due and payable at their respective Note Final Maturity Date, within one year, or (IIiii) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing EntityIssuer, and the Issuing EntityIssuer, in the case of (Ii), (ii) or (IIiii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Note Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may beMaturity Date; (Bb) the Issuing Entity Issuer has paid or caused to be paid all other sums payable hereunder by the Issuing Entity hereunderIssuer; and (Cc) the Issuing Entity Issuer has delivered to the Indenture Trustee an Officer’s CertificateOfficers’ Certificate of the Issuer, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a11.1(a) and, subject to Section 11.0211.2, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (ia) rights of registration of transfer and exchange, (iib) substitution of mutilated, destroyed, lost or stolen Notes, (iiic) rights of Noteholders to receive payments of principal thereof and interest thereon, (ivd) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.12 and 3.13, 3.14 and 3.15, (ve) the certain rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 and the obligations of the Indenture Trustee under Section 4.02) and (vif) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (Ai) either: : (1A) all Notes theretofore authenticated and delivered (other than Notes (i1) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (ii2) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or cancellation or (2B) all Notes not theretofore delivered to the Indenture Trustee for cancellation: cancellation (I1) have become due and payable, or (II2) will become due and payable at the related Final Scheduled Payment Date within one year or (3) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing EntityIssuer, and the Issuing EntityIssuer, in the case of clauses (I1), (2) or (II3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable related Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (Bii) the Issuing Entity Issuer has paid or caused to be paid all other sums payable hereunder by the Issuing Entity hereunderIssuer; and (Ciii) the Issuing Entity Issuer has delivered to the Transferor and the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture TrusteeSection 11.01) an Independent Certificate from a firm of certified public accountantsCertificate, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.01, 3.03, 3.04, 3.05, 3.07, 3.08, 3.10, 3.12, 3.13, 3.14 3.20 and 3.153.21, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 and the obligations of the Indenture Trustee under Section 4.02) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (A) either: (1) all Notes theretofore therefore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.05 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or; (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (Ii) have become due and payable, or (IIii) will become due and payable at their respective final Distribution Dates within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing EntityIssuer, and the Issuing EntityIssuer, in the case of (Ii), (ii) or (IIiii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust in an Eligible Account for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes Note not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment Date or Redemption final scheduled Distribution Date (if Notes shall have been called for redemption pursuant to Section 10.0110.01(a)), as the case may be; (B) the Issuing Entity Issuer has paid or performed or caused to be paid or performed all other sums payable by amounts and obligations which the Issuing Entity hereunderIssuer may owe to or on behalf of the Indenture Trustee for the benefit of the Noteholders under this Indenture or the Notes; and (C) the Issuing Entity Issuer has delivered to the Indenture Trustee an Officer’s Certificate, Certificate and an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied withwith and the Rating Agency Condition has been satisfied.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.13, 3.14 3.20 and 3.153.22, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 and the obligations of the Indenture Trustee under Section 4.02) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on written demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (i) either (A) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.05 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (2B) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (I1) have become due and payable, (2) will become due and payable at the Class A-4 Final Scheduled Payment Date within one year, or (II3) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing EntityIssuer, and the Issuing EntityIssuer, in the case of clauses (I1), (2) or (II3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable related Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (Bii) the Issuing Entity Issuer has paid or performed or caused to be paid or performed all other sums payable by amounts and obligations which the Issuing Entity hereunderIssuer may owe to or on behalf of the Indenture Trustee for the benefit of the Noteholders, under this Indenture or the Notes; and (Ciii) the Issuing Entity Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.033.3, 3.043.4, 3.053.5, 3.083.8, 3.10, 3.12, 3.12 and 3.13, 3.14 and 3.15, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including including, without limitation, the rights of the Indenture Trustee under Section 6.076.7 and the obligations of the Indenture Trustee under Section 4.2) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (Aa) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.5 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.033.3) have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (Ii) have become due and payable, (ii) will become due and payable at their respective Note Final Maturity Date, within one year, or (IIiii) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing EntityIssuer, and the Issuing EntityIssuer, in the case of (Ii), (ii) or (IIiii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Note Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may beMaturity Date; (Bb) the Issuing Entity Issuer has paid or caused to be paid all other sums payable hereunder by the Issuing Entity hereunderIssuer; and (Cc) the Issuing Entity Issuer has delivered to the Indenture Trustee an Officer’s CertificateOfficers' Certificate of the Issuer, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a11.1(a) and, subject to Section 11.0211.2, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.13, 3.14 and 3.15, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 and the obligations of the Indenture Trustee under Section 4.02) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing Entity, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (A) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity and thereafter repaid to the Issuing Entity or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (I) have become due and payable, or (II) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, and the Issuing Entity, in the case of (I) or (II) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (B) the Issuing Entity has paid or caused to be paid all other sums payable by the Issuing Entity hereunder; and (C) the Issuing Entity has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.01, 3.03, 3.04, 3.05, 3.07, 3.08, 3.10, 3.11, 3.12, 3.13, 3.14 3.13 and 3.153.20, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 and the obligations of the Indenture Trustee under Section 4.02) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (A) either: (1) all Notes theretofore therefore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.05 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (Ii) have become due and payable, or (IIii) will become due and payable at their respective final Distribution Dates within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing EntityIssuer, provided, however, that all outstanding Notes must become so due and payable or be so called for redemption on the Issuing Entitynext succeeding Distribution Date; and provided, further, that the Issuer, in the case of (Ii), (ii) or (IIiii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust in an Eligible Account for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes Note not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may befinal scheduled Distribution Date; (B) the Issuing Entity Issuer has paid or performed or caused to be paid or performed all other sums payable by amounts and obligations which the Issuing Entity hereunderIssuer may owe to or on behalf of the Indenture Trustee for the benefit of the Noteholders under this Indenture or the Notes; and (C) the Issuing Entity Issuer has delivered to the Indenture Trustee an Officer’s Certificate, Certificate and an Opinion of Counsel and (if required by the TIA or the Indenture TrusteeTIA) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied withwith and the Rating Agency Condition has been satisfied.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.12 and 3.13, 3.14 and 3.15, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 and the obligations of the Indenture Trustee under Section 4.02) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (A) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (I) a. have become due and payable, b. will become due and payable at the Class A-4 Final Scheduled Payment Date within one year, or (II) c. are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing EntityIssuer, and the Issuing EntityIssuer, in the case of (I) a., b. or (II) c. above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled final scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (B) the Issuing Entity Issuer has paid or caused to be paid all other sums payable hereunder by the Issuing Entity hereunderIssuer; and (C) the Issuing Entity Issuer has delivered to the Indenture Trustee an Officer’s 's Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.12 and 3.13, 3.14 and 3.15, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 and the obligations of the Indenture Trustee under Section 4.02) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing Entity, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (A) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity and thereafter repaid to the Issuing Entity or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (I) have become due and payable, or (II) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, and the Issuing Entity, in the case of (I) or (II) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (B) the Issuing Entity has paid or caused to be paid all other sums payable by the Issuing Entity hereunderhereunder or under the Interest Rate Swaps, if any; and (C) the Issuing Entity has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.13, 3.14 3.20 and 3.153.22, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 and the obligations of the Indenture Trustee under Section 4.02) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on written demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (i) either (A) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.05 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (2B) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (I1) have become due and payable, (2) will become due and payable at the Class A-4 Final Payment Date within one year, or (II3) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing EntityIssuer, and the Issuing EntityIssuer, in the case of clauses (I1), (2) or (II3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable related Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (Bii) the Issuing Entity Issuer has paid or performed or caused to be paid or performed all other sums payable by amounts and obligations which the Issuing Entity hereunderIssuer may owe to or on behalf of the Indenture Trustee for the benefit of the Noteholders under this Indenture or the Notes; and (Ciii) the Issuing Entity Issuer has delivered to the Indenture Trustee an Officer’s 's Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a11.01 (a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to to: (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.033.3, 3.043.4, 3.053.5, 3.083.8, 3.10, 3.12, 3.12 and 3.13, 3.14 and 3.15, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.7 and the obligations of the Indenture Trustee under Section 4.2) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (A) either: (1) all Notes theretofore authenticated and delivered (other than than: (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.5 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.033.3) have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (Ii) have become due and payable, (ii) will become due and payable on the Final Scheduled Maturity Date within one year, or (IIiii) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing EntityIssuer, and the Issuing EntityIssuer, in the case of clause (I2)(i), (ii) or (II) aboveiii), has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment Maturity Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.0110.1(a)), as the case may be; (B) the Issuing Entity Issuer has paid or caused to be paid all other sums payable hereunder by the Issuing Entity hereunderIssuer; and (C) the Issuing Entity Issuer has delivered to the Indenture Trustee an Officer’s Officers' Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a11.1(a) and, subject to Section 11.0211.2, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (ia) rights of registration of transfer and exchange, (iib) substitution of mutilated, destroyed, lost or stolen Notes, (iiic) rights of Noteholders to receive payments of principal thereof and interest thereon, (ivd) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.12 and 3.13, 3.14 and 3.15, (ve) the certain rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 and the obligations of the Indenture Trustee under Section 4.02) and (vif) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (Ai) either: : (1A) all Notes theretofore authenticated and delivered (other than Notes (i1) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (ii2) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or cancellation or (2B) all Notes not theretofore delivered to the Indenture Trustee for cancellation: cancellation (I1) have become due and payable, or (II2) will become due and payable at the related Final Scheduled Payment Date within one year or (3) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing EntityIssuer, and the Issuing EntityIssuer, in the case of clauses (I1), (2) or (II3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable related Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (Bii) the Issuing Entity Issuer has paid or caused to be paid all other sums payable hereunder by the Issuing Entity hereunder; andIssuer; (Ciii) the Issuing Entity Issuer has delivered to the Transferor and the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture TrusteeSection 11.01) an Independent Certificate from a firm of certified public accountantsCertificate, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with; and (iv) the Issuer has delivered to the Transferor and the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction and discharge of this Indenture pursuant to this Section will not cause any Noteholder to be treated as having exchanged its Notes for purposes of Section 1001 of the Code.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.13, 3.14 and 3.15, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 and the obligations of the Indenture Trustee under Section 4.02) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing Entity, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (A) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity and thereafter repaid to the Issuing Entity or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (I) have become due and payable, or (II) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, and the Issuing Entity, in the case of (I) or (II) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (B) the Issuing Entity has paid or caused to be paid all other sums payable by the Issuing Entity hereunderhereunder or under the Interest Rate Swaps, if any; and (C) the Issuing Entity has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.12 and 3.13, 3.14 and 3.15, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 and the obligations of the Indenture Trustee under Section 4.02) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (A) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (I) a. have become due and payable, b. will become due and payable at the Class B Final Scheduled Payment Date within one year, or (II) c. are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing EntityIssuer, and the Issuing EntityIssuer, in the case of (I) a., b. or (II) c. above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled final scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (B) the Issuing Entity Issuer has paid or caused to be paid all other sums payable hereunder by the Issuing Entity hereunderIssuer; and (C) the Issuing Entity Issuer has delivered to the Indenture Trustee an Officer’s 's Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.053.06, 3.083.09, 3.103.17, 3.12, 3.13, 3.14 3.19 and 3.153.20, (v) the rights, obligations under this Article IV, rights and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07) and the obligations of the Indenture Trustee under Section 4.11 and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the NotesNotes and shall release and deliver the Collateral to or upon the order of the Issuer, when: (A) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 4.03 hereof and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: cancellation (Ia) have become due and payable, or (IIb) are to be will become due and payable at the Final Stated Maturity Date within one year, or (c) have been called for early redemption within one year under arrangements satisfactory pursuant to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing EntitySection 8.07 hereof, and the Issuing EntityIssuer, in the case of (Ia) or (IIb) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes then outstanding not theretofore delivered to the Indenture Trustee for cancellation when due to on the applicable Final Scheduled Payment Stated Maturity Date or Redemption Date other final Payment Date, or, in the case of (if Notes c) above, the Issuer shall have been called for redemption pursuant to complied with all requirements of Section 10.01), as the case may be;8.07 hereof, (B) the Issuing Entity Issuer has paid or caused to be paid all other sums payable by the Issuing Entity hereunder; and (C) the Issuing Entity Issuer has delivered to the Indenture Trustee an Officer’s Certificate, 's Certificate and an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountantsCounsel, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.0210.01 hereof, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied withwith and, if the Opinion of Counsel relates to a deposit made in connection with Section 4.10(A)(2)(b) above, such opinion shall further be to the effect that such deposit will constitute an "in-substance defeasance" within the meaning of Revenue Ruling 85-42, 1985-1 C.B. 36, and in accordance therewith, the Issuer will be the owner of the assets deposited in trust for federal income tax purposes.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.12 and 3.13, 3.14 and 3.15, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 and the obligations of the Indenture Trustee under Section 4.02) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (A) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (I) a. have become due and payable, b. will become due and payable at the Class B Final Scheduled Distribution Date within one year, or (II) c. are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing EntityIssuer, and the Issuing EntityIssuer, in the case of (I) a., b. or (II) c. above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment final scheduled Distribution Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (B) the Issuing Entity Issuer has paid or caused to be paid all other sums payable hereunder by the Issuing Entity hereunderIssuer; and (C) the Issuing Entity Issuer has delivered to the Indenture Trustee an Officer’s 's Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.033.3, 3.043.4, 3.053.5, 3.083.8, 3.10, 3.12, 3.13, 3.14 3.12 and 3.153.13 hereof, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07) 6.7 and the obligations of the Indenture Trustee under Section 4.3), and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, whenwhen either: (A) either: (1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.6 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.033.3) have been delivered to the Indenture Trustee for cancellation; or (2B) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (I) have become due and payable, or (II) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, each of the Issuing Entity, and the Issuing Entity, in the case of (I) or (II) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (B) the Issuing Entity has paid or caused to be paid all other sums payable by the Issuing Entity hereunder; and (C) the Issuing Entity has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.following:

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes (except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.13, 3.14 3.04 and 3.153.10 hereof, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 hereof and the obligations of the Indenture Trustee under Section 4.02 hereof) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them), and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments satisfactory to it, and prepared and delivered to it by the Issuer, acknowledging satisfaction and discharge of this Indenture with respect to the Notes, whenwhen all of the following have occurred: (A) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.04 hereof and (ii) Notes for whose the payment of which money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.033.03 hereof) shall have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (I) a. shall have become due and payable, or (II) b. are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, Issuer, c. and the Issuing EntityIssuer, in the case of (I) clause a. or (II) b. above, has irrevocably deposited or caused irrevocably to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment Maturity Date or the Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.0110.01 hereof), as the case may be;; and (B) the Issuing Entity latest of (a) the payment in full of all outstanding obligations under the Notes, (b) the payment in full of all unpaid Trust Fees and Expenses and (c) the date on which the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuing Entity hereunderIssuer; and (C) the Issuing Entity has Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate, Certificate and an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountantsCounsel, each meeting the applicable requirements of Section 11.01(a) 11.01 hereof and, subject to Section 11.0211.02 hereof, each stating that all conditions precedent herein provided for for, relating to the satisfaction and discharge of this Indenture with respect to the Notes, have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes Bonds except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen NotesBonds, (iii) rights of Noteholders Bondholders (and the Bond Insurer, as subrogee of the Bondholders) to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.053.06, 3.083.09, 3.103.17, 3.12, 3.13, 3.14 3.19 and 3.153.20, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07) 6.07 and the obligations of the Indenture Trustee under Section 4.11), (vi) the right of the Derivative Contract Counterparty to receive the related Net Derivative Fee and (vii) the rights of Noteholders Bondholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the NotesBonds and shall release and deliver the Collateral to or upon the order of the Issuer, when: (A) either: (1) all Notes Bonds theretofore authenticated and delivered (other than (i) Notes Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 4.03 hereof and (ii) Notes Bonds for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (2) all Notes Bonds not theretofore delivered to the Indenture Trustee for cancellation: (I) a. have become due and payable, b. will become due and payable at the Final Scheduled Payment Date within one year, or (II) are to be c. have been called for early redemption within one year under arrangements satisfactory and the Trust has been terminated pursuant to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing EntitySection 8.07 hereof, and the Issuing EntityIssuer, in the case of (I) a. or (II) b. above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes Bonds then outstanding not theretofore delivered to the Indenture Trustee for cancellation when due to on the applicable Final Scheduled Payment Date or Redemption other final Payment Date (if Notes and has delivered to the Indenture Trustee and the Bond Insurer a verification report from a nationally recognized accounting firm certifying that the amounts deposited with the Indenture Trustee are sufficient to pay and discharge the entire indebtedness of such Bonds, or, in the case of c. above, the Issuer shall have been called for redemption pursuant to complied with all requirements of Section 10.01), as the case may be;8.07 hereof, (B) the Issuing Entity Issuer has paid or caused to be paid all other sums payable hereunder and under the Insurance Agreement by the Issuing Entity hereunderIssuer as evidenced by the written consent of the Bond Insurer; and (C) the Issuing Entity Issuer has delivered to the Indenture Trustee and the Bond Insurer an Officer’s Certificate, 's Certificate and an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountantsCounsel, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.0210.01 hereof, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied withwith and, if the Opinion of Counsel relates to a deposit made in connection with Section 4.10(A)(2)b. above, such opinion shall further be to the effect that such deposit will constitute an "in-substance defeasance" within the meaning of Revenue Ruling 85-42, 1985-1 C.B. 36, and in accordance therewith, the Issuer will be the owner of the assets deposited in trust for federal income tax purposes.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.12 and 3.13, 3.14 and 3.15, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 and the obligations of the Indenture Trustee under Section 4.02) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (A) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (I) a. have become due and payable, or, (II) c. are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing EntityIssuer, and the Issuing EntityIssuer, in the case of (I) a., b. or (II) c. above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled final scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (B) the Issuing Entity Issuer has paid or caused to be paid all other sums payable hereunder by the Issuing Entity hereunderIssuer; and (C) the Issuing Entity Issuer has delivered to the Indenture Trustee an Officer’s 's Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes (except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.13, 3.14 3.08 and 3.153.10 hereof, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 hereof and the obligations of the Indenture Trustee under Section 4.02 hereof) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them), and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, whenwhen all of the following have occurred: (A) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.04 hereof and (ii) Notes for whose the payment of which money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.033.03 hereof) shall have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (I) a. shall have become due and payable, or (II) b. will become due and payable within one year following the Maturity Date applicable to the Class B-2 Notes, or c. are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, Issuer, d. and the Issuing EntityIssuer, in the case of (I) clause a., b. or (II) c. above, has irrevocably deposited or caused irrevocably to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment Maturity Date of such Class of Notes or the Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.0110.01 hereof), as the case may be;; and (B) the Issuing Entity latest of (a) 18 months after payment in full of all outstanding obligations under the Notes, (b) the payment in full of all unpaid Trust Fees and Expenses and (c) the date on which the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuing Entity hereunderIssuer; and (C) the Issuing Entity has Issuer shall have delivered to the Indenture Trustee an Officer’s 's Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) hereof and, subject to Section 11.0211.02 hereof, each stating that all conditions precedent herein provided for for, relating to the satisfaction and discharge of this Indenture with respect to the Notes, have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.12 and 3.13, 3.14 and 3.15, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 and the obligations of the Indenture Trustee under Section 4.02) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing Entity, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (A) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.05 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity and thereafter repaid to the Issuing Entity or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (Ia) have become due and payable, (b) will become due and payable at the Class A-4 Final Scheduled Payment Date within one year, or (IIc) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, and the Issuing Entity, in the case of clause (Ia) or (IIb) aboveimmediately above or this clause (c), has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation as of such day of discharge or when due to on the applicable Class A-4 Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.0110.01(a)), as the case may be; (B) the Issuing Entity has paid or caused to be paid all other sums payable hereunder by the Issuing Entity hereunderEntity; and (C) the Issuing Entity has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture TrusteeTIA) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Class A Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Class A Notes, (iii) rights of Noteholders Holders to receive payments of principal thereof thereof, interest thereon and interest thereondistributions as provided herein, (iv) Sections 3.03the rights and immunities of the Trustee hereunder and the obligations of the Trustee in respect of the matters described in this Section 4.1, 3.04, 3.05, 3.08, 3.10, 3.12, 3.13, 3.14 and 3.15in the last sentence of Section 4.1(c), (v) the rights, obligations under this Article IV, rights and immunities of the Indenture Trustee Collateral Manager hereunder (including and under the rights of the Indenture Trustee under Section 6.07) and Collateral Management Agreement, (vi) the rights and immunities of Noteholders the Collateral Administrator hereunder and under the Collateral Administration Agreement and (vii) the rights of Holders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee and payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the NotesIndenture, when: (Aa) either: (1i) all Class A Notes theretofore authenticated and delivered (other than (iA) Class A Notes that which have been mutilated, destroyed, lost or stolen and that which have been replaced or paid as provided in Section 2.06 2.6 and (iiB) Class A Notes for whose payment money has theretofore irrevocably been deposited in trust or segregated and held in trust by the Issuing Entity and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, trust as provided in Section 3.037.5) have been delivered to the Indenture Trustee for cancellation; or (2ii) all Class A Notes not theretofore delivered to the Indenture Trustee for cancellation: cancellation (IA) have become due and payable, or or (IIB) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year pursuant to Section 9.1 under arrangements an arrangement satisfactory to the Indenture Trustee for the giving of and there has been given notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, and the Issuing EntityIssuer pursuant to Section 9.3 and, in the case of (IA), (B) or (IIC) above, the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations in an account which account shall be maintained for the benefit of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable)Holders, in trust for such purpose, Cash or non-callable direct obligations of the United States of America, provided that (x) the obligations are Eligible Investments, in an amount sufficient sufficient, as verified by a firm of certified public accountants which are nationally recognized, to pay and discharge the entire indebtedness on such Class A Notes not theretofore delivered to the Indenture Trustee for cancellation when due cancellation, for principal and interest to the applicable Final Scheduled Payment Date date of such deposit (in the case of Class A Notes which have become due and payable), or to the Stated Maturity or the Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01)Date, as the case may bebe and (y) the obligations constitute all of the Eligible Investments owned by the Issuer, the Issuer owns no Collateral Obligations and all such obligations mature no later than the Stated Maturity; provided, however, that this subsection (ii) shall not apply if an election to act in accordance with the provisions of Section 5.5(a) shall have been made and not rescinded; (Bb) the Issuing Entity Issuer has paid or caused to be paid all other sums payable hereunder and under the Collateral Management Agreement by the Issuing Entity hereunderIssuer; and (Cc) (i) the Issuing Entity Issuer has delivered to the Indenture Trustee an Officer’s Certificate, Certificate and an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.; or

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes (except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereonthereon [including any such right of the Securities Insurer pursuant to Section 2.06(B)] or the proviso to the definition of "Outstanding", (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.13, 3.14 3.08 and 3.153.10 hereof, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 hereof and the obligations of the Indenture Trustee under Section 4.02 hereof) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them), and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, whenwhen all of the following have occurred: (A) either: either (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.04 hereof and (ii) Notes for whose the payment of which money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.033.03 hereof) shall have been delivered to the Indenture Trustee for cancellation; or or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (I) a. shall have become due and payable, or (II) b. will become due and payable within one year following the Maturity Date, or c. are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, Issuer, d. and the Issuing EntityIssuer, in the case of (I) clause a., b. or (II) c. above, has irrevocably deposited or caused irrevocably to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment Maturity Date or the Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01SECTION 10.01 hereof), as the case may be;; and (B) the Issuing Entity latest of (a) 18 months after payment in full of all outstanding obligations under the Notes, (b) the payment in full of all unpaid Trust Fees and Expenses [and all sums owing to the Securities Insurer under the Insurance Agreement as confirmed in writing by the Securities Insurer], (c) [the Guaranty Policy is surrendered to the Securities Insurer and (d)] the date on which the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuing Entity hereunderIssuer; and (C) the Issuing Entity has Issuer shall have delivered to the Indenture Trustee [and the Securities Insurer] an Officer’s 's Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a11.01(A) hereof and, subject to Section 11.0211.02 hereof, each stating that all conditions precedent herein provided for for, relating to the satisfaction and discharge of this Indenture with respect to the Notes, have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes (except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.13, 3.14 3.04 and 3.153.10 hereof, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 hereof and the obligations of the Indenture Trustee under Section 4.02 hereof) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them), and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments satisfactory to it, and prepared and delivered to it by the Issuer, acknowledging satisfaction and discharge of this Indenture with respect to the Notes, whenwhen all of the following have occurred: (A) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.04 hereof and (ii) Notes for whose the payment of which money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.033.03 hereof) shall have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (I) a. shall have become due and payable, or (II) b. are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, Issuer, c. and the Issuing EntityIssuer, in the case of (I) clause a. or (II) b. above, has irrevocably deposited or caused irrevocably to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment Maturity Date or the Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.0110.01 hereof), as the case may be;; and (B) the Issuing Entity latest of (a) the payment in full of all outstanding obligations under the Notes, (b) the payment in full of all unpaid Trust Fees and Expenses and (c) the date on which the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuing Entity hereunderIssuer; and (C) the Issuing Entity has Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate, 's Certificate and an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountantsCounsel, each meeting the applicable requirements of Section 11.01(a) 11.01 hereof and, subject to Section 11.0211.02 hereof, each stating that all conditions precedent herein provided for for, relating to the satisfaction and discharge of this Indenture with respect to the Notes, have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.12 and 3.13, 3.14 and 3.15, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 and the obligations of the Indenture Trustee under Section 4.02) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (A) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.05 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (2) all such Notes not theretofore delivered to the Indenture Trustee for cancellation: (I) a. have become due and payable, b. shall become due and payable at the applicable Stated Maturity Date within one year, or (II) c. are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing EntityIssuer, and the Issuing EntityIssuer, in the case of (I) a., b, or (II) c, above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will shall mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment Stated Maturity Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (B) the Issuing Entity Issuer has paid or caused to be paid all other sums payable hereunder by the Issuing Entity hereunderIssuer; and (C) the Issuing Entity Issuer has delivered to the Indenture Trustee an Officer’s 's Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes (except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.13, 3.14 3.04 and 3.153.10 hereof, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 hereof and the obligations of the Indenture Trustee under Section 4.02 hereof) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them), and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments satisfactory to it, and prepared and delivered to it by the Issuer, acknowledging satisfaction and discharge of this Indenture with respect to the Notes, whenwhen all of the following have occurred: (A) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.04 hereof and (ii) Notes for whose the payment of which money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.033.03 hereof) shall have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (I) a. shall have become due and payable, or (II) b. are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, Issuer, c. and the Issuing EntityIssuer, in the case of (I) clause a. or (II) b. above, has irrevocably deposited or caused irrevocably to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment Termination Date or the Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.0110.01 hereof), as the case may be;; and (B) the Issuing Entity latest of (a) the payment in full of all outstanding obligations under the Notes, (b) the payment in full of all unpaid Trust Fees and Expenses and (c) the date on which the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuing Entity hereunderIssuer; and (C) the Issuing Entity has Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate, Certificate and an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountantsCounsel, each meeting the applicable requirements of Section 11.01(a) 11.01 hereof and, subject to Section 11.0211.02 hereof, each stating that all conditions precedent herein provided for for, relating to the satisfaction and discharge of this Indenture with respect to the Notes, have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes Notes, except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.13, 3.14 and 3.15, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 and the obligations of the Indenture Trustee under Sections 3.03 and 4.02) and (viv) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when:when either (I) the Transfer and Servicing Agreement has been terminated pursuant to Section 9.01 thereof or (II) (A) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.05 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee Trust Administrator for cancellation: (I) a. have become due and payable, b. will become due and payable at the applicable Maturity Date within one year, or (II) c. are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee Trust Administrator in the name, and at the expense, of the Issuing EntityIssuer, and the Issuing EntityIssuer, in the case of (I) a., b. or (II) c. above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee Trust Administrator cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment Maturity Date or Redemption Date (if the Notes shall have been are called for redemption pursuant to Section 10.0110.01 hereof), as the case may be; (B) the Issuing Entity Issuer has paid or caused to be paid all other sums payable hereunder by the Issuing Entity hereunder; andIssuer; (C) the Issuing Entity Issuer has delivered to the Indenture Trustee an Officer’s Certificate, Certificate and an Opinion of Counsel (at the Issuer’s expense) and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) 11.01 hereof and, subject to Section 11.0211.02 hereof, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Notes have been complied with; and (D) the Issuer has delivered to each Rating Agency notice of such satisfaction and discharge.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.12 and 3.13, 3.14 and 3.15, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 and the obligations of the Indenture Trustee under Section 4.02) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing Entity, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (A) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity and thereafter repaid to the Issuing Entity or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (I) have become due and payable, or (II) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, and the Issuing Entity, in the case of (I) or (II) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (B) the Issuing Entity has paid or caused to be paid all other sums payable by the Issuing Entity hereunderhereunder or under the Interest Rate Swaps; and (C) the Issuing Entity has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect with respect to the Notes (except as to (i) surviving rights of registration of transfer and exchange, (iior exchange of Securities as expressly provided for herein) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.13, 3.14 and 3.15, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of themOutstanding Securities hereunder, and the Indenture Trustee, on demand of upon Company Request and at the expense of the Issuing EntityCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the NotesIndenture, when: (Aa) either: (1) all Notes theretofore such Securities previously authenticated and delivered (other than except (iA) Notes that have been destroyedlost, lost stolen or stolen and that destroyed Securities which have been replaced or paid as provided in Section 2.06 and 2.08 or (iiB) Notes for all Securities whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Company and thereafter repaid to the Issuing Entity Company or discharged from such trust, trust as provided in Section 3.03Sections 2.04 and 2.05) have been delivered to the Indenture Trustee for cancellation; or (2) all Notes such Securities not theretofore delivered to the Indenture Trustee for cancellation: (I) , have become due and payable, orwhether at the Final Maturity Date or a Fundamental Change Purchase Date, or upon conversion or otherwise, or have become due and payable, whether at the Final Maturity Date or a Fundamental Change Purchase Date, or upon conversion or otherwise. (IIb) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, and the Issuing Entity, in the case of (I) or (II) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (B) the Issuing Entity has paid or caused to be paid all other sums payable by the Issuing Entity hereunder; and (C) the Issuing Entity has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to Notwithstanding the satisfaction and discharge hereof, the obligations of the Company to the Trustee under Section 8.07 and, if United States dollars shall have been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Indenture have been complied withSection 9.01, the obligations of the Trustee under Section 9.02 and the last paragraph of Section 2.04 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes Notes, except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.13, 3.14 and 3.15, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 and the obligations of the Indenture Trustee under Sections 3.03 and 4.02) and (viv) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when:when either (I) the Transfer and Servicing Agreement has been terminated pursuant to Section 9.01 thereof or (II) (A) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.04 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee Trust Administrator for cancellation: (I) a. have become due and payable, b. will become due and payable at the applicable Maturity Date within one year, or (II) c. are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee Trust Administrator in the name, and at the expense, of the Issuing EntityIssuer, and the Issuing EntityIssuer, in the case of (I) a., b. or (II) c. above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee Trust Administrator cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment Maturity Date or Redemption Date (if the Notes shall have been are called for redemption pursuant to Section 10.0110.01 hereof), as the case may be; (B) the Issuing Entity Issuer has paid or caused to be paid all other sums payable hereunder by the Issuing Entity hereunder; andIssuer; (C) the Issuing Entity Issuer has delivered to the Indenture Trustee an Officer’s Certificate, Certificate and an Opinion of Counsel (at the Issuer’s expense) and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) 11.01 hereof and, subject to Section 11.0211.02 hereof, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Notes have been complied with; and (D) the Issuer has delivered to each Rating Agency notice of such satisfaction and discharge.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.12 and 3.13, 3.14 and 3.15, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 and the obligations of the Indenture Trustee under Section 4.02) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (A) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (I) have become due and payable, or (II) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing EntityIssuer, and the Issuing EntityIssuer, in the case of (I) a. or (II) b. above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled final scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (B) the Issuing Entity Issuer has paid or caused to be paid all other sums payable hereunder by the Issuing Entity hereunderIssuer; and (C) the Issuing Entity Issuer has delivered to the Indenture Trustee an Officer’s 's Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders Holders to receive payments of principal thereof thereof, interest thereon and interest thereondistributions as provided herein, (iv) Sections 3.03the rights and immunities of the Trustee hereunder and the obligations of the Trustee in respect of the matters described in this Section 4.1, 3.04, 3.05, 3.08, 3.10, 3.12, 3.13, 3.14 and 3.15in the last sentence of Section 4.1(c), (v) the rights, obligations under this Article IV, rights and immunities of the Indenture Trustee Investment Manager hereunder (including and under the rights of the Indenture Trustee under Section 6.07) and Investment Management Agreement, (vi) the rights and immunities of Noteholders the Collateral Administrator hereunder and under the Collateral Administration Agreement and (vii) the rights of Holders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee and payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the NotesIndenture, when: (Aa) either: (1i) all Notes theretofore authenticated and delivered (other than (iA) Notes that which have been mutilated, destroyed, lost or stolen and that which have been replaced or paid as provided in Section 2.06 2.6 and (iiB) Notes for whose payment money has theretofore irrevocably been deposited in trust or segregated and held in trust by the Issuing Entity and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, trust as provided in Section 3.037.5) have been delivered to the Indenture Trustee for cancellation; or (2ii) all Notes not theretofore delivered to the Indenture Trustee for cancellation: cancellation (IA) have become due and payable, or or (IIB) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year pursuant to Section 9.1 under arrangements an arrangement satisfactory to the Indenture Trustee for the giving of and there has been given notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, and the Issuing EntityIssuer pursuant to Section 9.3 and, in the case of (IA), (B) or (IIC) above, the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations in an account which account shall be maintained for the benefit of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable)Holders, in trust for such purpose, Cash or non-callable direct obligations of the United States of America, provided that (x) the obligations are Eligible Investments, in an amount sufficient sufficient, as verified by a firm of certified public accountants which are nationally recognized, to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due cancellation, for principal and interest to the applicable Final Scheduled Payment Date date of such deposit (in the case of the Notes which have become due and payable), or to the Stated Maturity or the Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01)Date, as the case may bebe and (y) the obligations constitute all of the Eligible Investments owned by the Issuer, the Issuer owns no Collateral Obligations and all such obligations mature no later than the Stated Maturity; provided, however, that this subsection (ii) shall not apply if an election to act in accordance with the provisions of Section 5.5(a) shall have been made and not rescinded; (Bb) the Issuing Entity Issuer has paid or caused to be paid all other sums payable hereunder and under the Investment Management Agreement by the Issuing Entity hereunderIssuer; and (Cc) (i) the Issuing Entity Issuer has delivered to the Indenture Trustee an Officer’s Certificate, Certificate and an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.; or

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.12 and 3.13, 3.14 and 3.15, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 and the obligations of the Indenture Trustee under Section 4.02) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing Entity, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (A) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity and thereafter repaid to the Issuing Entity or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (I) have become due and payable, or (II) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, and the Issuing Entity, in the case of (I) or (II) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (B) the Issuing Entity has paid or caused to be paid all other sums payable by the Issuing Entity hereunder; and (C) the Issuing Entity has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.053.06, 3.083.09, 3.103.17, 3.12, 3.13, 3.14 3.19 and 3.153.20, (v) the rights, obligations under this Article IV, (to the extent applicable to the provisions of the Indenture remaining in effect) and immunities of the Indenture Trustee and Securities Administrator hereunder (including the rights of the Indenture Trustee and Securities Administrator under Section 6.07) 6.07 and the obligations of the Securities Administrator under Section 4.11), and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the NotesNotes and shall release and deliver, or cause the Custodian to deliver, the Collateral to or upon the order of the Issuer, when: (A) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 4.03 hereof and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee Securities Administrator for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee Securities Administrator for cancellation: (I) a. have become due and payable, b. will become due and payable at the Final Scheduled Payment Date within one year, or (II) are to be c. have been called for early redemption within one year under arrangements satisfactory and the Trust has been terminated pursuant to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing EntitySection 8.07 hereof, and the Issuing EntityIssuer, in the case of (I) 2)a. or (II) 2)b. above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee Securities Administrator, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes then outstanding not theretofore delivered to the Indenture Trustee Securities Administrator for cancellation when due to on the applicable Final Scheduled Payment Date or Redemption other final Payment Date and has delivered to the Securities Administrator and the Indenture Trustee a verification report from a nationally recognized accounting firm certifying that the amounts deposited with the Securities Administrator are sufficient to pay and discharge the entire indebtedness of such Notes, or, in the case of (if Notes 2)c. above, the Issuer shall have been called for redemption pursuant to complied with all requirements of Section 10.01), as the case may be;8.07 hereof, (B) the Issuing Entity Issuer has paid or caused to be paid all other sums payable by the Issuing Entity hereunder; and (C) the Issuing Entity Issuer has delivered to the Indenture Trustee an Officer’s Certificate, 's Certificate and an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountantsCounsel, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.0210.01 hereof, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied withwith and, if the Opinion of Counsel relates to a deposit made in connection with Section 4.10(A)(2)b. above, such opinion shall further be to the effect that such deposit will constitute an “in-substance defeasance” within the meaning of Revenue Ruling 85-42, 1985-1 C.B. 36, and in accordance therewith, the Issuer will be the owner of the assets deposited in trust for federal income tax purposes.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereonthereon [and of the [Swap][Cap] Counterparty to receive Net Swap Payments and Swap Termination Payments], (iv) Sections 3.01, 3.03, 3.04, 3.05, 3.07, 3.08, 3.10, 3.11, 3.12, 3.13, 3.14 and 3.153.20, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 and the obligations of the Indenture Trustee under Section 4.02) and (vi) the rights of Noteholders [and the [Swap][Cap] Counterparty] as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (A) either: (1) all Notes theretofore therefore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.05 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (Ii) have become due and payable, or (IIii) will become due and payable at their respective final Distribution Dates within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing EntityIssuer, provided, however, that all Floating Rate Notes must become so due and payable or be so called for redemption on the Issuing Entitynext succeeding Distribution Date; and provided, further, that the Issuer, in the case of (Ii), (ii) or (IIiii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust in an Eligible Account for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes Note not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may befinal scheduled Distribution Date; (B) the Issuing Entity Issuer has paid or performed or caused to be paid or performed all other sums payable by amounts and obligations which the Issuing Entity hereunderIssuer may owe to or on behalf of the Indenture Trustee for the benefit of the Noteholders under this Indenture or the Notes [and the [Swap][Cap] Counterparty under the Interest Rate [Swap][Cap] Agreement (including any Swap Termination Payment)]; and (C) the Issuing Entity Issuer has delivered to the Indenture Trustee an Officer’s Certificate, Certificate and an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied withwith and the Rating Agency Condition has been satisfied.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.13, 3.14 and 3.15, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 and the obligations of the Indenture Trustee under Section 4.02) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing Entity, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (A) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity and thereafter repaid to the Issuing Entity or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (I) have become due and payable, or (II) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, and the Issuing Entity, in the case of (I) or (II) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (B) the Issuing Entity has paid or caused to be paid all other sums payable by the Issuing Entity hereunderhereunder [or under the Interest Rate Swaps] [or under the Interest Rate Caps]; and (C) the Issuing Entity has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereonthereon [and of the [Swap][Cap] Counterparty to receive Net Swap Payments and Swap Termination Payments], (iv) Sections 3.01, 3.03, 3.04, 3.05, 3.07, 3.08, 3.10, 3.11, 3.12, 3.13, 3.14 and 3.153.20, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 and the obligations of the Indenture Trustee under Section 4.02) and (vi) the rights of Noteholders [and the [Swap][Cap] Counterparty] as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (A) either: (1) all Notes theretofore therefore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.05 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (Ii) have become due and payable, or (IIii) will become due and payable at their respective final Distribution Dates within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing EntityIssuer, provided, however, that all outstanding Notes must become so due and payable or be so called for redemption on the Issuing Entitynext succeeding Distribution Date; and provided, further, that the Issuer, in the case of (Ii), (ii) or (IIiii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust in an Eligible Account for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes Note not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may befinal scheduled Distribution Date; (B) the Issuing Entity Issuer has paid or performed or caused to be paid or performed all other sums payable by amounts and obligations which the Issuing Entity hereunderIssuer may owe to or on behalf of the Indenture Trustee for the benefit of the Noteholders under this Indenture or the Notes [and the [Swap][Cap] Counterparty under the Interest Rate [Swap][Cap] Agreement (including any Swap Termination Payment)]; and (C) the Issuing Entity Issuer has delivered to the Indenture Trustee an Officer’s Certificate, Certificate and an Opinion of Counsel and (if required by the TIA or the Indenture TrusteeTIA) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied withwith and the Rating Agency Condition has been satisfied.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes (except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.12 and 3.13, 3.14 and 3.15, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 and the obligations of the Indenture Trustee under Section 4.02) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of themthem for a period of one year after clauses (A), (B) and (C) below have occurred), and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (A) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.05 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (Ii) have become due and payable, ; (ii) will become due and payable at (A) the Class A Final Scheduled Distribution Date with respect to the Class A Notes and (B) the Class B Final Scheduled Distribution Date with respect to the Class B Notes; or (IIiii) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, Issuer; and the Issuing EntityIssuer, in the case of (Ii), (ii) or (IIiii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Class A Final Scheduled Payment Distribution Date or Class B Final Scheduled Distribution Date or the Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (B) the Issuing Entity Issuer has paid or caused to be paid all other sums payable hereunder by the Issuing Entity hereunderIssuer; and (C) the Issuing Entity Issuer has delivered to the Indenture Trustee an Officer’s 's Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. (a) This Indenture shall upon the Issuer Order cease to be of further effect with respect to the Notes (except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.13, 3.14 and 3.15, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of themhereinafter expressly provided), and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the NotesIndenture, when: (Ai) either: : (1A) all Notes theretofore authenticated and delivered (other than (i1) Notes that which have been destroyed, lost or stolen and that which have been replaced or paid as provided in Section 2.06 2.14 and (ii2) Notes for whose payment money has theretofore deemed to have been deposited paid in trust or segregated and held in trust by the Issuing Entity and thereafter repaid to the Issuing Entity or discharged from such trust, as provided in accordance with Section 3.0312.1) have been delivered to the Indenture Trustee for cancellation; or or (2B) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (I) have become due and payable, or (II) are cancellation shall be deemed to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, and the Issuing Entity, in the case of (I) or (II) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to paid in accordance with Section 10.01), as the case may be12.1; (Bii) the Issuing Entity has paid or caused to be paid all other sums due and payable by the Issuing Entity hereunderhereunder have been paid; and (Ciii) the Issuing Entity Issuer has delivered to the Indenture Trustee an Officer’s Certificate, Certificate and an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. (b) Upon satisfaction of the aforesaid conditions, the Indenture Trustee shall, upon receipt of an Issuer Order, execute proper instruments acknowledging satisfaction and discharge of the Indenture and take all other action reasonably requested by the Issuer to evidence the termination of any and all Liens created by or with respect to this Indenture. (c) Notwithstanding the satisfaction and discharge of this Indenture as aforesaid, the obligations of the Issuer and the Indenture Trustee under Sections 2.12, 2.13, 2.14 and 8.5 and this Article XII shall survive. (d) Upon satisfaction and discharge of this Indenture as provided in this Section 12.2, the Indenture Trustee shall assign, transfer and turn over to or upon the order of the Issuer, any and all money, securities and other property then held by the Indenture Trustee for the benefit of the Noteholders (and after the payment of any claim under the Insurance Policy, the Insurer), other than money deposited with the Indenture Trustee pursuant to Section 12.1(a) and interest and other amounts earned or received thereon.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.033.3, 3.043.4, 3.053.5, 3.083.8, 3.10, 3.12, 3.12 and 3.13, 3.14 and 3.15, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including including, without limitation, the rights of the Indenture Trustee under Section 6.076.7 and the obligations of the Indenture Trustee under Section 4.2) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (Aa) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.5 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.033.3) have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (Ii) have become due and payable, (ii) will become due and payable at their respective Note Final Maturity Date, within one year, or (IIiii) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing EntityIssuer, and the Issuing EntityIssuer, in the case of (Ii), (ii) or (IIiii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Note Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may beMaturity Date; (Bb) the Issuing Entity Issuer has paid or caused to be paid all other sums payable hereunder by the Issuing Entity hereunderIssuer; and (Cc) the Issuing Entity Issuer has delivered to the Indenture Trustee an Officer’s CertificateOfficers' Certificate of the Issuer, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a11.1(a) and, subject to Section 11.0211.2, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.12 and 3.13, 3.14 and 3.15, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 and the obligations of the Indenture Trustee under Section 4.02) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing Entity, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (A) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.05 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity and thereafter repaid to the Issuing Entity or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (Ia) have become due and payable, (b) will become due and payable at the Class A-4 Final Scheduled Payment Date within one year, or (IIc) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, and the Issuing Entity, in the case of clause (Ia), (b) or (IIc) immediately above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation as of such day of discharge or when due to on the applicable Class A-4 Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.0110.01(a)), as the case may be; (B) the Issuing Entity has paid or caused to be paid all other sums payable hereunder by the Issuing Entity hereunderEntity; and (C) the Issuing Entity has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture TrusteeTIA) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes (except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.13, 3.14 3.08 and 3.153.10 hereof, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 hereof and the obligations of the Indenture Trustee under Section 4.02 hereof) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them), and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, whenwhen all of the following have occurred: (A) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.04 hereof and (ii) Notes for whose the payment of which money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.033.03 hereof) shall have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (I) a. shall have become due and payable, or (II) b. will become due and payable within one year following the Maturity Date applicable to the Class B Notes, or c. are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, Issuer, d. and the Issuing EntityIssuer, in the case of (I) clause a., b. or (II) c. above, has irrevocably deposited or caused irrevocably to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment Maturity Date of such Class of Notes or the Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.0110.01 hereof), as the case may be;; and (B) the Issuing Entity latest of (a) 18 months after payment in full of all outstanding obligations under the Notes, (b) the payment in full of all unpaid Trust Fees and Expenses and (c) the date on which the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuing Entity hereunderIssuer; and (C) the Issuing Entity has Issuer shall have delivered to the Indenture Trustee an Officer’s 's Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) hereof and, subject to Section 11.0211.02 hereof, each stating that all conditions precedent herein provided for for, relating to the satisfaction and discharge of this Indenture with respect to the Notes, have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.12 and 3.13, 3.14 and 3.15, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 and the obligations of the Indenture Trustee under Section 4.02) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (A) either: : (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.05 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: cancellation (Ia.) have become due and payable, or (IIb.) will become due and payable at the Class A-2 Final Scheduled Distribution Date within one year, or (c.) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, Issuer. and the Issuing EntityIssuer, in the case of (Ia.), (b.) or (IIc.) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment final scheduled Distribution Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.0110.01(a)), as the case may be; (B) the Issuing Entity Issuer has paid or caused to be paid all other sums payable hereunder by the Issuing Entity hereunderIssuer; and (C) the Issuing Entity Issuer has delivered to the Indenture Trustee an Officer’s 's Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Order cease to be of further effect with respect to the Notes (except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.13, 3.14 and 3.15, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of themhereinafter expressly provided), and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the NotesIndenture, when: (Aa) either: (1i) all Notes Bonds theretofore authenticated and delivered (other than (iA) Notes that Bonds which have been destroyed, lost or stolen and that which have been replaced or paid as provided in Section 2.06 2.9 and (iiB) Notes for whose payment money has theretofore Bonds deemed to have been deposited paid in trust or segregated and held in trust by the Issuing Entity and thereafter repaid to the Issuing Entity or discharged from such trust, as provided in accordance with Section 3.0315.1) have been delivered to the Indenture Trustee for cancellation; or (2ii) all Notes Bonds not theretofore delivered to the Indenture Trustee for cancellation: (I) have become due and payable, or (II) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, and the Issuing Entity, in the case of (I) or (II) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due shall be deemed to the applicable Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to paid in accordance with Section 10.01), as the case may be15.1; (Bb) the Issuing Entity has paid or caused to be paid all other sums due and payable by the Issuing Entity hereunderhereunder have been paid; and (Cc) the Issuing Entity Issuer has delivered to the Indenture Trustee an Officer’s Certificate, 's Certificate and an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Upon satisfaction of the aforesaid conditions, the Trustee shall, upon receipt of a Issuer Order, execute proper instruments acknowledging satisfaction and discharge of the Indenture and take all other action reasonably requested by the Issuer to evidence the termination of any and all Liens created by or with respect to this Indenture. Notwithstanding the satisfaction and discharge of this Indenture as aforesaid, the obligations of the Issuer and the Trustee under Sections 2.8, 2.9, 2.10 and 11.5 and this Article 15 shall survive. Upon satisfaction and discharge of this Indenture as provided in this Section 15.2, the Trustee shall assign, transfer and turn over to or upon the order of the Issuer, any and all money, securities and other property then held by the Trustee for the benefit of the Holders, other than money deposited with the Trustee pursuant to Section 15.1(a) and interest and other amounts earned or received thereon.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes (except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections Section 3.03, Section 3.04, Section 3.05, 3.08, Section 3.08 and Section 3.10, 3.12, 3.13, 3.14 and 3.15, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 and the obligations of the Indenture Trustee under Section 4.02) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them), and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, whenwhen all of the following have occurred: (A) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.04 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (Ia) have become due and payable, or, (IIb) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, Issuer, (c) and the Issuing EntityIssuer, in the case of (I) or (II) a. above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment Maturity Date of such Class of Notes or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be;; and (B) the Issuing Entity later of (a) eighteen months after payment in full of all outstanding obligations under the Notes, (b) the payment in full of all unpaid Trust Fees and Expenses and (c) the date on which the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuing Entity hereunderIssuer; and (C) the Issuing Entity Issuer has delivered to the Indenture Trustee an Officer’s 's Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a11.01(i) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Notes have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.12 and 3.13, 3.14 and 3.15, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 and the obligations of the Indenture Trustee under Section 4.02) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (A) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (I) have become due and payable, or (II) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing EntityIssuer, and the Issuing EntityIssuer, in the case of (I) a. or (II) b. above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled final scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (B) the Issuing Entity Issuer has paid or caused to be paid all other sums payable hereunder by the Issuing Entity hereunderIssuer; and (C) the Issuing Entity Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.053.06, 3.083.09, 3.103.17, 3.12, 3.13, 3.14 3.19 and 3.153.20, (v) the rights, obligations under this Article IV, (to the extent applicable to the provisions of the Indenture remaining in effect) and immunities of the Indenture Trustee and Securities Administrator hereunder (including the rights of the Indenture Trustee and Securities Administrator under Section 6.07) 6.07 and the obligations of the Securities Administrator under Section 4.11), and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the NotesNotes and shall release and deliver, or cause the Custodian to deliver, the Collateral to or upon the order of the Issuer, when: (A) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 4.03 hereof and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee Securities Administrator for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee Securities Administrator for cancellation: (I) a. have become due and payable, b. will become due and payable at the Final Scheduled Payment Date within one year, or (II) are to be c. have been called for early redemption within one year under arrangements satisfactory and the Trust has been terminated pursuant to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing EntitySection 8.07 hereof, and the Issuing EntityIssuer, in the case of (I) 2)a. or (II) 2)b. above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee Securities Administrator, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes then outstanding not theretofore delivered to the Indenture Trustee Securities Administrator for cancellation when due to on the applicable Final Scheduled Payment Date or Redemption other final Payment Date and has delivered to the Securities Administrator and the Indenture Trustee a verification report from a nationally recognized accounting firm certifying that the amounts deposited with the Securities Administrator are sufficient to pay and discharge the entire indebtedness of such Notes, or, in the case of (if Notes 2)c. above, the Issuer shall have been called for redemption pursuant to complied with all requirements of Section 10.01), as the case may be;8.07 hereof, (B) the Issuing Entity Issuer has paid or caused to be paid all other sums payable by the Issuing Entity hereunder; and (C) the Issuing Entity Issuer has delivered to the Indenture Trustee an Officer’s Certificate, 's Certificate and an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountantsCounsel, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.0210.01 hereof, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied withwith and, if the Opinion of Counsel relates to a deposit made in connection with Section 4.10(A)(2)b. above, such opinion shall further be to the effect that such deposit will constitute an "in-substance defeasance" within the meaning of Revenue Ruling 85-42, 1985-1 C.B. 36, and in accordance therewith, the Issuer will be the owner of the assets deposited in trust for federal income tax purposes.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.033.3, 3.043.4, 3.053.5, 3.083.8, 3.10, 3.12, 3.13, 3.14 3.20, 3.21 and 3.153.22, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.7 and the obligations of the Trustee under Section 4.2) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (A) either: (1a) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.5 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.033.3) have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (I) have become due and payable, or (II) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, and the Issuing Entity, in the case of (I) or (II) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due and the Note Policy has expired and been returned to the applicable Final Scheduled Payment Date or Redemption Date (if Notes shall have been called Note Insurer for redemption pursuant to Section 10.01), as the case may becancellation; (Bb) the Issuing Entity Issuer has paid or caused to be paid all other sums payable by the Issuing Entity hereunderInsurer Secured Obligations and all Trustee Secured Obligations; and (Cc) the Issuing Entity Issuer has delivered to the Indenture Trustee and the Note Insurer an Officer’s Certificate, 's Certificate and an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountantsCounsel, each meeting the applicable requirements of Section 11.01(a11.1(a) and, subject to Section 11.02, and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Order cease to be of further effect with respect to the Notes (except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.13, 3.14 and 3.15, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of themhereinafter expressly provided), and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the NotesIndenture, when: (Aa) either: (1i) all Notes Bonds theretofore authenticated and delivered (other than (iA) Notes that Bonds which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9 and (B) Bonds deemed to have been paid in accordance with Section 13.1) have been delivered to the Trustee for cancellation; or (ii) all Bonds not theretofore delivered to the Trustee for cancellation (other than Bonds that have been lost or stolen or that have been replaced or paid as provided in Section 2.06 and (ii2.9) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity and thereafter repaid shall be deemed to the Issuing Entity or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (I) have become due and payable, or (II) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee paid in the name, and at the expense, of the Issuing Entity, and the Issuing Entity, in the case of (I) or (II) above, has irrevocably deposited or caused to be irrevocably deposited accordance with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be13.1; (Bb) the Issuing Entity has paid or caused to be paid all other sums due and payable by the Issuing Entity hereunderhereunder have been paid; and (Cc) the Issuing Entity Issuer has delivered to the Indenture Trustee an Officer’s Certificate, 's Certificate and an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.. Upon satisfaction of the aforesaid conditions, the Trustee shall, upon receipt of a Issuer Order, execute proper instruments acknowledging satisfaction and discharge of the Indenture and take all other action reasonably requested by the Issuer to evidence the termination of any and all Liens created by or with respect to this Indenture. Notwithstanding the satisfaction and discharge of this Indenture as aforesaid, the obligations of the Issuer and the Trustee under Sections 2.8, 2.9, 2.10 and 9.5 and this Article 13 shall survive. Upon satisfaction and discharge of this Indenture as provided in this Section 13.2, the Trustee shall assign, transfer and turn over to or upon the order of the Issuer, any and all money, securities and other property then held by the Trustee for the benefit of the Holders, other than money deposited with the Trustee pursuant to Section 13.1(a) and interest and other amounts earned or received thereon. Northeast Generation Company Indenture --------------------------------------

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.053.06, 3.083.09, 3.103.16, 3.12, 3.13, 3.14 3.18 and 3.153.19, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 and the obligations of the Indenture Trustee under Section 4.11) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing Entity, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (A) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 4.03 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity and thereafter repaid to the Issuing Entity or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (I) have become due and payable, or (II) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, and the Issuing Entity, in the case of (I) or (II) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (B) the Issuing Entity has paid or caused to be paid all other sums payable by the Issuing Entity hereunder; and (C) the Issuing Entity has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) the rights of Noteholders to receive payments of interest on and principal thereof and interest thereonof the Notes, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.13, 3.14 and 3.15, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07) and (viv) the rights of Noteholders as beneficiaries hereof with respect to the any property so deposited with the Indenture Trustee hereunder and payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (A1) either: (1a) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 3.06, and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.039.02) have been delivered to the Indenture Trustee for cancellation; or (2b) all Notes of all Classes not theretofore delivered to the Indenture Trustee for cancellation: (Ii) have become due and payable, ; or (IIii) will become due and payable at their Stated Maturity within one year; or (iii) are to be called for redemption within one year under arrangements an arrangement satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, Issuer; and the Issuing EntityIssuer, in the case of clause (Ii), (ii) or (IIiii) of paragraph (b) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable)Trustee, in trust for such purpose, cash or Eligible Investments in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due cancellation; provided, however, that clause (i) of paragraph (b) above shall be inapplicable if an election to act in accordance with the applicable Final Scheduled Payment Date or Redemption Date (if Notes provisions of Section 6.05 shall have been called for redemption pursuant to Section 10.01), as the case may bemade and not rescinded; (B2) the Issuing Entity Issuer has paid or caused to be paid all other sums payable hereunder by the Issuing Entity hereunderIssuer; and (C3) the Issuing Entity Issuer has delivered to the Indenture Trustee an Officer’s Certificate, 's Certificate and an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Notes have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Trustee to the Noteholders under Section 5.02 and the provisions of Section 7.07 for the benefit of the Trustee shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.053.06, 3.083.09, 3.103.17, 3.12, 3.13, 3.14 3.19 and 3.153.20, (v) the rights, obligations under this Article IV, (to the extent applicable to the provisions of the Indenture remaining in effect) and immunities of the Indenture Trustee and Securities Administrator hereunder (including the rights of the Indenture Trustee and Securities Administrator under Section 6.07) 6.07 and the obligations of the Indenture Trustee under Section 4.11), and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the NotesNotes and shall release and deliver, or cause the Custodian to deliver, the Collateral to or upon the order of the Issuer, when: (A) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 4.03 hereof and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (I) a. have become due and payable, b. will become due and payable at the Final Scheduled Payment Date within one year, or (II) are to be c. have been called for early redemption within one year under arrangements satisfactory and the Trust has been terminated pursuant to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing EntitySection 8.07 hereof, and the Issuing EntityIssuer, in the case of (I) a. or (II) b. above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes then outstanding not theretofore delivered to the Indenture Trustee for cancellation when due to on the applicable Final Scheduled Payment Date or Redemption other final Payment Date (if Notes and has delivered to the Indenture Trustee a verification report from a nationally recognized accounting firm certifying that the amounts deposited with the Indenture Trustee are sufficient to pay and discharge the entire indebtedness of such Notes, or, in the case of c. above, the Issuer shall have been called for redemption pursuant to complied with all requirements of Section 10.01), as the case may be;8.07 hereof, (B) the Issuing Entity Issuer has paid or caused to be paid all other sums payable by the Issuing Entity hereunder; and (C) the Issuing Entity Issuer has delivered to the Indenture Trustee an Officer’s Certificate, 's Certificate and an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountantsCounsel, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.0210.01 hereof, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied withwith and, if the Opinion of Counsel relates to a deposit made in connection with Section 4.10(A)(2)b. above, such opinion shall further be to the effect that such deposit will constitute an "in-substance defeasance" within the meaning of Revenue Ruling 85-42, 1985-1 C.B. 36, and in accordance therewith, the Issuer will be the owner of the assets deposited in trust for federal income tax purposes.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.053.06, 3.083.09, 3.103.14, 3.12, 3.13, 3.14 3.16 and 3.153.17, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 and the obli- gations of the Indenture Trustee under Section 4.11) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (A) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 4.03 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellationcancella- tion; or (2) or all Notes not theretofore delivered to the Indenture Inden- ture Trustee for cancellation: (I) cancellation a. have become due and payable, or (II) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, and the Issuing Entity, in the case of (I) or (II) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (B) the Issuing Entity has paid or caused to be paid all other sums payable by the Issuing Entity hereunder; and (C) the Issuing Entity has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to to: (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.033.3, 3.043.4, 3.053.5, 3.083.8, 3.10, 3.12, 3.12 and 3.13, 3.14 and 3.15, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.7 and the obligations of the Indenture Trustee under Section 4.2) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (A) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity and thereafter repaid to the Issuing Entity or discharged from such trust, as provided in Section 3.032.5) have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee Trust for cancellation: (I) cancellation have become due and payable, or (II) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee payable in the name, and at the expense, of the Issuing Entity, and the Issuing Entity, in the case of (I) or (II) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may befull; (B) the Issuing Entity Issuer has paid or caused to be paid (solely through Available Amounts or pursuant to Section 11.2 of the Sale and Servicing Agreement) all other sums payable hereunder by the Issuing Entity hereunderIssuer in accordance with the provisions of the Transaction Documents; and (C) the Issuing Entity Issuer has delivered to the Indenture Trustee and the Facility Administrator an Officer’s Certificate, 's Certificate and an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountantsCounsel, each meeting the applicable requirements of Section 11.01(a11.1(a) and, subject to Section 11.0211.2, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes (except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereonthereon [including any such right of the Securities Insurer pursuant to Section 2.06(B)] or the proviso to the definition of “Outstanding”, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.13, 3.14 3.08 and 3.153.10 hereof, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 hereof and the obligations of the Indenture Trustee under Section 4.02 hereof) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them), and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, whenwhen all of the following have occurred: (A) either: either (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.04 hereof and (ii) Notes for whose the payment of which money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.033.03 hereof) shall have been delivered to the Indenture Trustee for cancellation; or or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (I) a. shall have become due and payable, or (II) b. will become due and payable within one year following the Maturity Date, or c. are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, Issuer, d. and the Issuing EntityIssuer, in the case of (I) clause a., b. or (II) c. above, has irrevocably deposited or caused irrevocably to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment Maturity Date or the Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01SECTION 10.01 hereof), as the case may be;; and (B) the Issuing Entity latest of (a) 18 months after payment in full of all outstanding obligations under the Notes, (b) the payment in full of all unpaid Trust Fees and Expenses [and all sums owing to the Securities Insurer under the Insurance Agreement as confirmed in writing by the Securities Insurer], (c) [the Guaranty Policy is surrendered to the Securities Insurer and (d)] the date on which the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuing Entity hereunderIssuer; and (C) the Issuing Entity has Issuer shall have delivered to the Indenture Trustee [and the Securities Insurer] an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a11.01(A) hereof and, subject to Section 11.0211.02 hereof, each stating that all conditions precedent herein provided for for, relating to the satisfaction and discharge of this Indenture with respect to the Notes, have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders Holders to receive payments of principal thereof thereof, interest thereon and interest thereondistributions as provided herein, (iv) Sections 3.03the rights and immunities of the Trustee hereunder and the obligations of the Trustee in respect of the matters described in this Section 4.1, 3.04, 3.05, 3.08, 3.10, 3.12, 3.13, 3.14 and 3.15in the last sentence of Section 4.1(c), (v) the rights, obligations under this Article IV, rights and immunities of the Indenture Trustee Investment Manager hereunder (including and under the rights of the Indenture Trustee under Section 6.07) and Investment Management Agreement, (vi) the rights and immunities of Noteholders the Collateral Administrator hereunder and under the Collateral Administration Agreement and (vii) the rights of Holders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee and payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the NotesIndenture, when: (Aa) either: (1i) all Notes theretofore authenticated and delivered (other than (iA) Notes that which have been mutilated, destroyed, lost or stolen and that which have been replaced or paid as provided in Section 2.06 2.6 and (iiB) Notes for whose payment money has theretofore irrevocably been deposited in trust or segregated and held in trust by the Issuing Entity and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, trust as provided in Section 3.037.5) have been delivered to the Indenture Trustee for cancellation; or (2ii) all Notes not theretofore delivered to the Indenture Trustee for cancellation: cancellation (IA) have become due and payable, or or (IIB) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year pursuant to Section 9.1 under arrangements an arrangement satisfactory to the Indenture Trustee for the giving of and there has been given notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, and the Issuing EntityIssuer pursuant to Section 9.3 and, in the case of (IA), (B) or (IIC) above, the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations in an account which account shall be maintained for the benefit of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable)Holders, in trust for such purpose, Cash or non-callable direct obligations of the United States of America, provided that (x) the obligations are Eligible Investments, in an amount sufficient sufficient, as verified by a firm of certified public accountants which are nationally recognized, to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due cancellation, for principal and interest to the applicable Final Scheduled Payment Date date of such deposit (in the case of the Notes which have become due and payable), or to the Stated Maturity or the Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01)Date, as the case may bebe and (y) the obligations constitute all of the Eligible Investments owned by the Issuer, the Issuer owns no Collateral Obligations and all such obligations mature no later than the Stated Maturity; provided, however, that this subsection (ii) shall not apply if an election to act in accordance with the provisions of Section 5.5(a) shall have been made and not rescinded; (Bb) the Issuing Entity Issuer has paid or caused to be paid all other sums payable hereunder and under the Investment Management Agreement by the Issuing Entity hereunderIssuer; and (Ci) the Issuing Entity Issuer has delivered to the Indenture Trustee an Officer’s Certificate, Certificate and an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with; or (ii) the Issuer has delivered to the Trustee an Officer’s Certificate stating that (i) there are no Pledged Obligations that remain subject to the lien of this Indenture and (ii) all funds on deposit in the Issuer Accounts have been distributed in accordance with the terms of this Indenture (including the Priority of Payments) or have otherwise been irrevocably deposited in trust with the Trustee for such purpose. Notwithstanding the satisfaction and discharge of this Indenture, the rights and obligations of the Issuer, the Trustee, the Collateral Administrator and, if applicable, the Investment Manager and the Noteholders, as the case may be, under Sections 2.5, 2.6, 2.7, 4.2, 5.4(c), 5.9, 5.18, 6.1, 6.3, 6.4, 6.5, 6.6, 6.7, 6.8, 6.11, 6.16, 6.17, 7.1, 7.4, 7.5, 7.16(d) and Article XIII and Article XIV shall survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to to: (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.033.3, 3.043.4, 3.053.5, 3.083.8, 3.10, 3.12, 3.12 and 3.13, 3.14 and 3.15, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.7 and the obligations of the Indenture Trustee under Section 4.2) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (A) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity and thereafter repaid to the Issuing Entity or discharged from such trust, as provided in Section 3.032.5) have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee Trust for cancellation: (I) cancellation have become due and payable, or (II) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee payable in the name, and at the expense, of the Issuing Entity, and the Issuing Entity, in the case of (I) or (II) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may befull; (B) the Issuing Entity Issuer has paid or caused to be paid all other sums payable hereunder by the Issuing Entity hereunderIssuer in accordance with the provisions of the Transaction Documents; and (C) the Issuing Entity Issuer has delivered to the Indenture Trustee and the Facility Administrator an Officer’s Certificate, 's Certificate and an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountantsCounsel, each meeting the applicable requirements of Section 11.01(a11.1(a) and, subject to Section 11.0211.2, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes Bonds, except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen NotesBonds, (iii) rights of Noteholders Bondholders (and the Bond Insurer, as subrogee of the Bondholders) to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.053.06, 3.083.09, 3.103.16, 3.12, 3.13, 3.14 3.18 and 3.153.19, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee and the Bond Administrator hereunder (including the rights of the Indenture Trustee and the Bond Administrator under Section 6.076.07 and the obligations of the Indenture Trustee and the Bond Administrator under Section 4.11) and (vi) the rights of Noteholders Bondholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Bond Administrator, on behalf of the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute cause to be executed proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the NotesBonds and shall release and deliver the Collateral to or upon the order of the Issuer, when: (A) when either: (1a) all Notes Bonds theretofore authenticated and delivered (other than (i) Notes Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 4.03 hereof and (ii) Notes Bonds for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee Bond Registrar for cancellation; or (2b) all Notes Bonds not theretofore delivered to the Indenture Trustee Bond Registrar for cancellation: (I) cancellation have become due and payable, will become due and payable at the Final Scheduled Payment Date within one year, or (IIc) are to be have been called for early redemption within one year under arrangements satisfactory pursuant to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing EntitySection 8.07 hereof, and the Issuing EntityIssuer, in the case of (Ia) or (IIb) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee Trustee, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes Bonds then outstanding not theretofore delivered to the Indenture Trustee for cancellation when due to on the applicable Final Scheduled Payment Date or Redemption other final Payment Date and has delivered to the Bond Administrator, the Indenture Trustee, and the Bond Insurer a verification report from a nationally recognized accounting firm certifying that the amounts deposited with the Indenture Trustee are sufficient to pay and discharge the entire indebtedness of such Bonds, or, in the case of (if Notes c) above, the Issuer shall have been called for redemption pursuant to complied with all requirements of Section 10.01), as the case may be8.07 hereof; (Bd) the Issuing Entity Issuer has paid or caused to be paid all other sums payable hereunder and under the Insurance Agreement by the Issuing Entity hereunderIssuer as evidenced by the written consent of the Bond Insurer; and (Ce) the Issuing Entity Issuer has delivered to the Indenture Trustee Trustee, the Bond Administrator and the Bond Insurer an Officer’s Certificate, 's Certificate and an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountantsCounsel, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.0210.01 hereof, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied withwith and, if the Opinion of Counsel relates to a deposit made in connection with Section 4.10(A)(2)b. above, such opinion shall further be to the effect that such deposit will constitute an "in-substance defeasance" within the meaning of Revenue Ruling 85-42, 1985-1 C.B. 36, and in accordance therewith, the Issuer will be the owner of the assets deposited in trust for federal income tax purposes.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes Notes, except as to (ia) rights of registration of transfer and exchange, (iib) substitution of mutilated, destroyed, lost or stolen Notes, (iiic) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.13, 3.14 and 3.15, (vd) the rights, obligations under this Article IV, and immunities of the Indenture Trustee and the Securities Administrator (including in respect of its other capacities) under the Transfer and Servicing Agreement and hereunder (including the rights of the Indenture Trustee under Section 6.076.7 and the obligations of the Indenture Trustee under Sections 3.3 and 4.2) and (vie) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee Securities Administrator payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (Aa) the Transfer and Servicing Agreement has been terminated pursuant to Section 9.1 thereof; (b) either: (1A) all Notes theretofore authenticated and delivered (other than (i1) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.5 and (ii2) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.033.3) have been delivered to the Indenture Trustee for cancellation; or (2B) all Notes not theretofore delivered to the Indenture Trustee Note Registrar for cancellation: (I1) have become due and payable, (2) will become due and payable at the applicable Maturity Date within one year, or (II3) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee Securities Administrator for the giving of notice of redemption by the Indenture Trustee Securities Administrator in the name, name and at the expense, expense of the Issuing EntityIssuer, and the Issuing EntityIssuer, in the case of (I1), (2) or (II3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee Securities Administrator cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), ) in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee Securities Administrator for cancellation when due to the applicable Final Scheduled Payment Maturity Date or Redemption Date (if the Notes shall have been are called for redemption pursuant to Section 10.0110.1 hereof), as the case may be; (Bc) the Issuing Entity Issuer has paid or caused to be paid all other sums payable hereunder by the Issuing Entity hereunder; andIssuer; (Cd) the Issuing Entity Issuer has delivered to the Indenture Trustee and the Securities Administrator an Officer’s Certificate, Certificate and an Opinion of Counsel and (at the Issuer’s expense, and, if required by the TIA TIA, the Indenture Trustee or the Indenture Trustee) Securities Administrator, an Independent Certificate from a firm of certified public accountantsAccountants, each meeting the applicable requirements of Section 11.01(a) 11.1 hereof and, subject to Section 11.0211.2 hereof, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Notes have been complied with; and (e) the Issuer has delivered to each Rating Agency notice of such satisfaction and discharge.

Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect except as to (x) in the case of a discharge of this Indenture in accordance with clause (a) or (b) below, (i) the rights, obligations and immunities of the Trustee hereunder, (ii) the rights, obligations and immunities of the Collateral Manager hereunder and under the Collateral Management Agreement, (iii) the rights, obligations and immunities of the Collateral Administrator under the Collateral Administration Agreement and (iv) the rights of Holders as beneficiaries hereof with respect to the Notes except as property deposited with the Trustee and payable to all or any of them and (y) solely in the case of a discharge of this Indenture in accordance with clause (a) below, (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Notes, Notes and (iii) rights of Noteholders Holders to receive payments of principal thereof and interest thereonthereon (and, (iv) Sections 3.03in either case, 3.04, 3.05, 3.08, 3.10, 3.12, 3.13, 3.14 and 3.15, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, whenIndenture) when either: (Aa) the following conditions are satisfied: (i) either: (1) all Notes theretofore authenticated and delivered to Holders (other than (iA) Notes that which have been mutilated, defaced, destroyed, lost or stolen and that which have been replaced or paid as provided in Section 2.06 2.6 and (iiB) Notes for whose payment money Money has theretofore irrevocably been deposited in trust or segregated and held in trust by the Issuing Entity and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.037.3) have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: cancellation (IA) have become due and payable, or or (IIB) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year pursuant to Article IX under arrangements an arrangement satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, Issuer pursuant to Section 9.4 and the Issuing Entity, in the case of (I) or (II) above, Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable)Trustee, in trust for such purpose, Cash or non-callable direct obligations of the United States of America; provided that, the obligations are entitled to the full faith and credit of the United States of America or are debt obligations which are rated “Aaa” by ▇▇▇▇▇’▇ and “AAA” by S&P, in an amount sufficient sufficient, as verified by a firm of Independent certified public accountants which are nationally recognized, to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due cancellation, for principal and interest to the applicable Final Scheduled Payment Date date of such deposit (in the case of Notes which have become due and payable), or to their Stated Maturity or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01)Date, as the case may be, and shall have Granted to the Trustee a valid perfected security interest in such Eligible Investment that is of first priority or free of any adverse claim, as applicable, and shall have furnished an Opinion of Counsel with respect thereto, it being understood that the requirements of this clause (a)(i)(2)(C) may be satisfied as set forth in Section 5.7; (Bii) the Issuing Entity Issuer has paid or caused to be paid all other sums then due and payable hereunder (including, without limitation, any amounts then due and payable pursuant to the Collateral Administration Agreement and the Collateral Management Agreement, in each case, without regard to the Administrative Expense Cap) by the Issuer and no other amounts are scheduled to be due and payable by the Issuing Entity hereunderIssuer, it being understood that the requirements of this clause (ii) may be satisfied as set forth in Section 5.7; and (Ciii) the Issuing Entity Issuer has delivered to the Indenture Trustee an Officer’s CertificateTrustee, Officers’ certificates from the Collateral Manager and an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with; or (b) there are no pledged Collateral Obligations that remain subject to the lien of this Indenture, all of the Assets have been realized and the proceeds thereof have been distributed in accordance with the terms of this Indenture (including the Priority of Payments) and there has been delivered to the Trustee an Officer’s certificate of the Collateral Manager stating that it has determined in its discretion that the Issuer’s affairs have been wound up. In connection with delivery by the Issuer of the Officer’s certificate referred to in clause (a)(iii) above, the Trustee will confirm to the Issuer that to the best of its knowledge (i) there are no pledged Collateral Obligations that remain subject to the lien of this Indenture and (ii) no funds remain on deposit in any of the Accounts (or such funds are being held in trust for the benefit of the Secured Parties). The Trustee may consult and rely upon any information provided by the Issuer or the Collateral Manager in connection herewith. Upon the discharge of this Indenture, the Trustee shall provide such certifications to the Issuer as may be reasonably required by the Issuer in order for the liquidation of the Issuer to be completed. In connection with a discharge pursuant to Section 4.1(a)(i)(2), the Trustee shall notify all Holders of Outstanding Notes that (i) there are no pledged Collateral Obligations that remain subject to the lien of this Indenture and (ii) all proceeds thereof have been distributed in accordance with the terms of this Indenture (including the Priority of Payments) or are otherwise held in trust by the Trustee for such purpose. The Trustee may consult and rely upon any information provided by the Issuer or the Collateral Manager in connection herewith. Notwithstanding the satisfaction and discharge of this Indenture, the rights and obligations of the Issuer, the Trustee, the Collateral Manager and, if applicable, the Holders, as the case may be, under Sections 2.7, 4.2, 5.4(d), 5.9, 5.18, 6.1, 6.3, 6.6, 6.7, 7.1, 7.3, 13.1 and 14.16 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Request or Guarantor Request cease to be of further effect with respect to the Notes (except as to (i) any surviving rights of conversion, or registration of transfer and or exchange, (ii) substitution or replacement of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders Securities herein expressly provided for and any right to receive payments Additional Amounts and Liquidated Damages, if any, as provided in the form of principal thereof Security set forth in Section 2.2 and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.13, 3.14 the Issuer's and 3.15, (v) the rights, Guarantor's obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable pursuant to all or any of themSection 6.7), and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer or the Guarantor, as the case may be, shall execute proper instruments in form and substance satisfactory to the Trustee acknowledging satisfaction and discharge of this Indenture with respect to the NotesIndenture, when: (1) either (A) either: (1) all Notes Securities theretofore authenticated and delivered (other than (i) Notes that Securities which have been destroyed, lost or stolen and that which have been replaced or paid as provided in Section 2.06 3.6 and (ii) Notes Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer or the Guarantor and thereafter repaid to the Issuing Entity Issuer or the Guarantor or discharged from such trust, as provided in Section 3.0310.3) have been delivered to the Indenture Trustee for cancellation; or (2B) all Notes such Securities not theretofore delivered to the Indenture Trustee or the Paying Agent or its agent for cancellation:cancellation (other than Securities referred to in clauses (i) and (ii) of clause (1)(A) above) (Ii) have become due and payable, or or 50 59 (IIii) are to be called for redemption will have become due and payable at their Stated Maturity within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the nameyear, and at the expense, of the Issuing Entity, and the Issuing Entity, in the case of (I) or (II) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (B) the Issuing Entity has paid or caused to be paid all other sums payable by the Issuing Entity hereunder; and (C) the Issuing Entity has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.or

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes (except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.13, 3.14 3.08 and 3.153.10 hereof, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 and the obligations of the Indenture Trustee under Section 4.02) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them), and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, whenNotes when all of the following have occurred: (A) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.04 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (I) a. have become due and payable, or (II) b. are to be called for redemption within one (1) year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, Issuer, c. and the Issuing EntityIssuer, in the case of (I) a. or (II) b. above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to on the applicable Final Scheduled Payment Maturity Date of each Class of such Notes or on the Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be;; and (B) the Issuing Entity later of (a) eighteen (18) months after payment in full of all outstanding obligations under the Notes, (b) the payment in full of all unpaid Trust Fees and Expenses and (c) the 30 36 date on which the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuing Entity hereunderIssuer; and (C) the Issuing Entity Issuer has delivered to the Indenture Trustee an Officer’s 's Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) 11.01 and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Notes have been complied with.

Satisfaction and Discharge of Indenture. This Indenture, and any Series Supplemental Indenture with respect to a series of Notes (except as provided therein), shall upon Company Order cease to be of further effect with respect to the any series of Notes (except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.13, 3.14 and 3.15, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of themhereinafter expressly provided), and the Indenture Trustee, on demand of and at the expense of the Issuing EntityCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the NotesIndenture, when: (Aa) either: (1i) all Notes theretofore authenticated and delivered (other than (iA) Notes that which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9 and (B) Notes deemed to have been paid in accordance with Section 12.1) have been delivered to the Trustee for cancellation; or (ii) all Notes not theretofore delivered to the Trustee for cancellation (other than Notes that have been lost or stolen or that have been replaced or paid as provided in Section 2.06 and (ii2.9) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity and thereafter repaid shall be deemed to the Issuing Entity or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (I) have become due and payable, or (II) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee paid in the name, and at the expense, of the Issuing Entity, and the Issuing Entity, in the case of (I) or (II) above, has irrevocably deposited or caused to be irrevocably deposited accordance with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be12.1; (Bb) the Issuing Entity has paid or caused to be paid all other sums due and payable by under this Indenture, any Series Supplemental Indenture and the Issuing Entity hereunderNotes have been paid; and (Cc) the Issuing Entity Company has delivered to the Indenture Trustee an Officer’s Certificate, Officers’ Certificate and an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Upon satisfaction of the aforesaid conditions, the Trustee shall, upon receipt of a Company Order, execute proper instruments acknowledging satisfaction and discharge of this Indenture and take all other action reasonably requested by the Company to evidence the termination of any and all Liens created by or with respect to this Indenture. Notwithstanding the satisfaction and discharge of this Indenture as aforesaid, the obligations of the Company and the Trustee under Sections 2.8, 2.9, 2.10 and 8.5 and this Article 12 shall survive. Upon satisfaction and discharge of this Indenture as provided in this Section 12.2, the Trustee shall assign, transfer and turn over to or upon the order of the Company, any and all money, securities and other property then held by the Trustee for the benefit of the Holders, other than money deposited with the Trustee pursuant to Section 12.1 (a) and interest and other amounts earned or received thereon.

Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect with respect to the Assets securing the Notes and the Issuer’s obligations under each Hedge Agreement except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, as provided herein, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.13, 3.14 and 3.15, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07) on their behalf hereunder, and (viv) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee on their behalf and payable to all or any of them, ; and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the NotesIndenture, when: (Aa) either: (1i) all Notes theretofore authenticated and delivered (other than (iA) Notes that which have been mutilated, defaced, destroyed, lost or stolen and that which have been replaced or paid as provided in Section 2.06 2.6 and (iiB) Notes for whose payment money Money has theretofore irrevocably been deposited in trust or segregated and held in trust by the Issuing Entity and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.037.3) have been delivered to the Indenture Trustee for cancellation; or (2ii) all Notes not theretofore delivered to the Indenture Trustee for cancellation: cancellation (IA) have become due and payable, or or (IIB) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year pursuant to Section 9.1 or Section 9.2 under arrangements an arrangement satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, Issuer and the Issuing EntityCo-Issuer pursuant to Section 9.4 and the Issuer or the Co-Issuer, in the case of clauses (IA), (B) or (IIC) aboveof this subsection (ii), has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable)Trustee, in trust for such purpose, Cash or non-callable direct obligations of the United States of America; provided that the obligations are entitled to the full faith and credit of the United States of America or are debt obligations which are rated “Aaa” by ▇▇▇▇▇’▇, “AAA” by Fitch and “AAA” by S&P in an amount sufficient sufficient, as verified by a firm of certified public accountants which are nationally recognized, to pay and discharge the entire indebtedness (including, in the case of a redemption pursuant to Section 9.1 or Section 9.2, the Redemption Price) on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due cancellation, for principal and interest to the applicable Final Scheduled Payment Date date of such deposit (in the case of Notes which have become due and payable), or to the Stated Maturity or the Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01)Date, as the case may bebe (and in each case in respect of the Notes, subject to the Priority of Payments); provided, further, that any such deposit of funds with the Trustee in satisfaction of this Indenture shall be subject to the Rating Agency Condition; provided, however, this subsection (ii) shall not apply if an election to act in accordance with the provisions of Section 5.5(a) shall have been made and not rescinded; (Bb) (i) the Issuing Entity Issuer has paid or caused to be paid or provided for (to the satisfaction of the Person entitled thereto) all other sums payable by hereunder and under the Issuing Entity hereunder; andCollateral Management Agreement, Preferred Shares Paying Agency Agreement and the Company Administration Agreement, and (ii) all Hedge Agreements then in effect have been terminated and Issuer has paid all amounts, including payments due and payable in connection with such termination and has paid all other outstanding amounts, including any outstanding payments due and payable for any previously terminated Hedge Agreement. (Cc) Each of the Issuing Entity Issuer and the Co-Issuer has delivered to the Indenture Trustee an Officer’s Certificate, Certificate and an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.. Notwithstanding the satisfaction and discharge of this Indenture, the rights and obligations of the Issuer, the Co-Issuer, the Trustee, and, if applicable, the Noteholders, as the case may be, under Sections 2.7, 4.2, 5.4(d), 5.9, 5.18, 6.7, 7.3 and 14.12 hereof shall survive

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes (except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereonthereon including any such right of the Securities Insurer pursuant to Section 2.06(b) or the proviso to the definition of "Outstanding", (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.13, 3.14 3.08 and 3.153.10 hereof, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 hereof and the obligations of the Indenture Trustee under Section 4.02 hereof) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them), and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, whenwhen all of the following have occurred: (A) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.04 hereof and (ii) Notes for whose the payment of which money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.033.03 hereof) shall have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (I) a. shall have become due and payable, or (II) b. will become due and payable within one year following the Maturity Date, or c. are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, Issuer, d. and the Issuing EntityIssuer, in the case of (I) clause a., b. or (II) c. above, has irrevocably deposited or caused irrevocably to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment Maturity Date or the Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.0110.01 hereof), as the case may be;; and (B) the Issuing Entity latest of (a) 18 months after payment in full of all outstanding obligations under the Notes, (b) the payment in full of all unpaid Trust Fees and Expenses and all sums owing to the Securities Insurer under the Insurance Agreement, and (c) the date on which the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuing Entity hereunderIssuer; and (C) the Issuing Entity has Issuer shall have delivered to the Indenture Trustee and the Securities Insurer an Officer’s 's Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) hereof and, subject to Section 11.0211.02 hereof, each stating that all conditions precedent herein provided for for, relating to the satisfaction and discharge of this Indenture with respect to the Notes, have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereonthereon [and of the Swap Counterparty to receive Net Swap Payments and Swap Termination Payments], (iv) Sections 3.01, 3.03, 3.04, 3.05, 3.07, 3.08, 3.10, 3.11, 3.12, 3.13, 3.14 and 3.153.20, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 and the obligations of the Indenture Trustee under Section 4.02) and (vi) the rights of Noteholders [and the Swap Counterparty] as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (A) either: (1) all Notes theretofore therefore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.05 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (Ii) have become due and payable, or (IIii) will become due and payable at their respective final Distribution Dates within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing EntityIssuer, provided, however, that all Floating Rate Notes must become so due and payable or be so called for redemption on the Issuing Entitynext succeeding Distribution Date; and provided, further, that the Issuer, in the case of (Ii), (ii) or (IIiii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust in an Eligible Account for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes Note not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may befinal scheduled Distribution Date; (B) the Issuing Entity Issuer has paid or performed or caused to be paid or performed all other sums payable by amounts and obligations which the Issuing Entity hereunderIssuer may owe to or on behalf of the Indenture Trustee for the benefit of the Noteholders under this Indenture or the Notes [and the Swap Counterparty under the Interest Rate Swap Agreement (including any Swap Termination Payment)]; and (C) the Issuing Entity Issuer has delivered to the Indenture Trustee an Officer’s Certificate, Certificate and an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied withwith and the Rating Agency Condition has been satisfied.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.053.06, 3.083.09, 3.103.14, 3.12, 3.13, 3.14 3.16 and 3.153.17, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 and the obligations of the Indenture Trustee under Section 4.11) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (A) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 4.03 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Inden- ture Trustee for cancellation: (I) have become due and payable, or (II) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, and the Issuing Entity, in the case of (I) or (II) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (B) the Issuing Entity has paid or caused to be paid all other sums payable by the Issuing Entity hereunder; and (C) the Issuing Entity has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.083.06, 3.10, 3.123.19, 3.133.21, 3.14 3.22, 4.05 and 3.1511.16, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 and the obligations of the Indenture Trustee under Section 4.07) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on written demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (A) either: (1) all Notes of such Series theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 4.03 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (Ii) have become due and payable, or (IIii) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing EntityIssuer, and the Issuing EntityIssuer, in the case of (I2)(i) or (IIii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Legal Final Scheduled Payment Maturity Date therefor or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be;; and (B) the Issuing Entity has paid or caused to be paid all other sums payable by the Issuing Entity hereunder; and (C) the Issuing Entity Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) 11.01 and, subject to Section 11.0211.01, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Notes have been complied with. This Indenture shall cease to be of further effect with respect to each Hedge Agreement when such Hedge Agreement has been terminated and the Hedge Counterparty has received all amounts it is entitled to receive upon such termination.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes (except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereonthereon [including any such right of the Securities Insurer pursuant to Section 2.06(B)] or the proviso to the definition of “Outstanding”, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.13, 3.14 3.08 and 3.153.10 hereof, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 hereof and the obligations of the Indenture Trustee under Section 4.02 hereof) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them), and the Indenture Trustee, on demand of and at the expense of the Issuing Entity, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, whenwhen all of the following have occurred: (A) either: either (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.04 hereof and (ii) Notes for whose the payment of which money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity and thereafter repaid to the Issuing Entity or discharged from such trust, as provided in Section 3.033.03 hereof) shall have been delivered to the Indenture Trustee for cancellation; or or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (I) a. shall have become due and payable, or (II) b. will become due and payable within one year following the Maturity Date, or c. are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, , d. and the Issuing Entity, in the case of (I) clause a., b. or (II) c. above, has irrevocably deposited or caused irrevocably to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment Maturity Date or the Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01SECTION 10.01 hereof), as the case may be;; and (B) the latest of (a) 18 months after payment in full of all outstanding obligations under the Notes, (b) the payment in full of all unpaid Trust Fees and Expenses [and all sums owing to the Securities Insurer under the Insurance Agreement as confirmed in writing by the Securities Insurer], (c) [the Guaranty Policy is surrendered to the Securities Insurer and (d)] the date on which the Issuing Entity has paid or caused to be paid all other sums payable hereunder by the Issuing Entity hereunderEntity; and (C) the Issuing Entity has shall have delivered to the Indenture Trustee [and the Securities Insurer] an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a11.01(A) hereof and, subject to Section 11.0211.02 hereof, each stating that all conditions precedent herein provided for for, relating to the satisfaction and discharge of this Indenture with respect to the Notes, have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.033.3, 3.043.4, 3.053.5, 3.083.8, 3.10, 3.12, 3.12 and 3.13, 3.14 and 3.15, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including including, without limitation, the rights of the Indenture Trustee under Section 6.076.7 and the obligations of the Indenture Trustee under Section 4.2) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (Aa) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.5 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.033.3) have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (Ii) have become due and payable, (ii) will become due and payable at their respective Note Final Maturity Date, within one year, or (IIiii) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing EntityIssuer, and the Issuing EntityIssuer, in the case of (Ii), (ii) or (IIiii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Note Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may beMaturity Date; (Bb) the Issuing Entity Issuer has paid or caused to be paid all other sums payable hereunder by the Issuing Entity hereunderIssuer; and (C) the Issuing Entity has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.12 and 3.13, 3.14 and 3.15, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 and the obligations of the Indenture Trustee under Section 4.02) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (Aa) either: (1i) all Notes theretofore authenticated and delivered (other than (ia) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (iib) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (2ii) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (IA) have become due and payable, or (IIB) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing EntityIssuer, and the Issuing EntityIssuer, in the case of (IA) or (IIB) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment final scheduled Distribution Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (Bb) the Issuing Entity Issuer has paid or caused to be paid all other sums payable hereunder by the Issuing Entity hereunderIssuer; and (Cc) the Issuing Entity Issuer has delivered to the Indenture Trustee an Officer’s 's Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.053.06, 3.083.09, 3.103.14, 3.12, 3.13, 3.14 3.16 and 3.153.17, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 and the obligations of the Indenture Trustee under Section 4.11) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (A) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 4.03 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (I) cancellation a. have become due and payable, or (II) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, and the Issuing Entity, in the case of (I) or (II) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (B) the Issuing Entity has paid or caused to be paid all other sums payable by the Issuing Entity hereunder; and (C) the Issuing Entity has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.12 and 3.13, 3.14 and 3.15, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 and the obligations of the Indenture Trustee under Section 4.02) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (A) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (I) have become due and payable, or (II) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing EntityIssuer, and the Issuing EntityIssuer, in the case of (I) or (II) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (B) the Issuing Entity Issuer has paid or caused to be paid all other sums payable by the Issuing Entity hereunderIssuer hereunder or under the Interest Rate Swap; and (C) the Issuing Entity Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect discharge with respect to the Collateral securing the Notes except as to (ia) rights of registration of transfer and exchange, (iib) substitution of mutilated, destroyed, lost or stolen Notes, (iiic) rights of Noteholders to receive payments of principal thereof and interest thereon, (ivd) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.11 and 3.13, 3.14 and 3.15, (ve) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 and the obligations of the Indenture Trustee under Section 4.02) and (vif) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense and on behalf of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the NotesIndenture, when: (i) either (A) either: (1) all Notes theretofore authenticated and delivered (other than (i1) Notes that have been mutilated, destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.05) and (ii2) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid paid to the Issuing Entity Persons entitled thereto or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or or (2B) all Notes not theretofore delivered to the Indenture Trustee for cancellation: cancellation (I1) have become due and payable, or (II2) will become due and payable on the applicable Note Final Scheduled Payment within one year or (3) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing EntityIssuer, and the Issuing EntityIssuer, in the case of clauses (I1), (2) or (II3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which that will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes (including interest and any fees due and payable to the Owner Trustee or the Indenture Trustee) not theretofore delivered to the Indenture Trustee for cancellation cancellation, when due due, to the applicable Note Final Scheduled Payment Date for each Class, or to the Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (Bii) the Issuing Entity Issuer has paid or caused to be paid all other sums payable hereunder by the Issuing Entity hereunderIssuer including, but not limited to, fees and expenses due to the Indenture Trustee; and (Ciii) the Issuing Entity Issuer has delivered to the Indenture Trustee an Officer’s Certificate, Certificate and an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountantsCounsel, each meeting the applicable requirements of Section 11.01(a) 11.01 and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied withwith (and, in the case of an Officer’s Certificate, stating that the Rating Agency Condition has been satisfied).

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes (except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.12 and 3.13, 3.14 and 3.15, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 and the obligations of the Indenture Trustee under Section 4.02) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of themthem for a period of one year after clauses (A), (B) and (C) below have occurred), and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (A) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.05 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (Ii) have become due and payable, ; (ii) will become due and payable at (A) the Class A Final Scheduled Distribution Date with respect to the Class A Notes and (B) the Class B Final Scheduled Distribution Date with respect to the Class B Notes; or (IIiii) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, Issuer; and the Issuing EntityIssuer, in the case of (Ii), (ii) or (IIiii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Class A Final Scheduled Payment Distribution Date or Class B Final Scheduled Distribution Date or the Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (B) the Issuing Entity Issuer has paid or caused to be paid all other sums payable hereunder by the Issuing Entity hereunderIssuer; and (C) the Issuing Entity Issuer has delivered to the Indenture Trustee an Officer’s 's Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(aSection 11.01 (a) and, subject to Section 11.02, and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. This --------------------------------------- Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.033.3, 3.043.4, 3.053.5, 3.083.8, 3.10, 3.11, 3.12, 3.13, 3.14 3.20, 3.21, 3.22 and 3.156.6, (v) the rights, obligations under this Article IV, rights and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.7 and the obligations of the Trustee under Section 4.2) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (A) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.033.3) have been delivered to the Indenture Trustee for cancellation and the Note Policy has expired and been returned to the Insurer for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (Ii) have become due and payable, (ii) will become due and payable at their respective Final Scheduled Payment Dates within one year, or (IIiii) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing EntityIssuer, and the Issuing EntityIssuer, in the case of (Ii), (ii) or (IIiii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee Trust Collateral Agent cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to on the applicable Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01Section 10.1 (a)), as the case may be, and the Note Policy, in the case of (i), (ii) and (iii) above shall have expired on its own terms; (B) the Issuing Entity Issuer has paid or caused to be paid all other sums payable by the Issuing Entity hereunderInsurer Issuer Secured Obligations and all Trustee Issuer Secured Obligations; and (C) the Issuing Entity Issuer has delivered to the Indenture Trustee Trustee, the Trust Collateral Agent and the Insurer an Officer’s Certificate, 's Certificate and an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, and if required by the Controlling Party, an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.1(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Upon such satisfaction and discharge, the Trustee shall give prompt written notice thereof to Standard & Poor's.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to the Class A Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Class A Notes, (iii) rights of the Class A Noteholders to receive payments of principal thereof and interest thereonthereon and rights of the Class A Note Purchaser to receive payments in respect of amounts owed by the Issuer to the Class A Note Purchaser under the Basic Documents, (iv) Sections 3.03SECTIONS 3.3, 3.043.4, 3.053.5, 3.083.6, 3.8, 3.10, 3.123.11, 3.133.18, 3.14 3.19, 3.20, 3.21, 3.23, 3.24 and 3.1511.17, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07SECTION 6.7 and the obligations of the Trustee under SECTION 4.2) and (vi) the rights of the Class A Noteholders and the Class A Note Purchaser as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Class A Notes, when: (Ai) either: (1) all the Class A Notes theretofore authenticated and delivered (other than (i) Class A Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.6 and (ii) Class A Notes for whose which payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.033.3) have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (I) have become due and payable, or (II) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, and the Issuing Entity, in the case of (I) or (II) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (Bii) the Issuing Entity Issuer has paid or caused to be paid all Secured Obligations in respect of the Class A Notes and all other sums payable by amounts due and owing to the Issuing Entity hereunderClass A Note Purchaser and the Class A Noteholders pursuant to the Basic Documents; and (Ciii) the Issuing Entity Issuer has delivered to the Indenture Trustee Trustee, the Class A Noteholders and the Class A Note Purchaser an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent 's Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a11.1(a) and, subject to Section 11.02, each and stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. (b) This Indenture shall cease to be of further effect with respect to the Class B Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Class B Notes, (iii) rights of the Class B Noteholders to receive payments of principal thereof and interest thereon and rights of each Class B Note Purchaser to receive payments in respect of amounts owed by the Issuer to each Class B Note Purchaser under the Basic Documents, (iv) SECTIONS 3.3, 3.4, 3.5, 3.6, 3.8, 3.10, 3.11, 3.18, 3.19, 3.20, 3.21, 3.23, 3.24 and 11.17, (v) the rights, obligations and immunities of the Trustee hereunder (including the rights of the Trustee under SECTION 6.7 and the obligations of the Trustee under SECTION 4.2) and (vi) the rights of the Class B Noteholders and each Class B Note Purchaser as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them, and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Class B Notes, when: (i) the Class B Notes theretofore authenticated and delivered (other than (i) Class B Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 and (ii) Class B Notes for which payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.3) have been delivered to the Trustee for cancellation; (ii) the Issuer has paid or caused to be paid all Secured Obligations in respect of each class of Notes (and all UBS Secured Obligations in the case of the Class B Notes) and all other amounts due and owing to the Note Purchasers and the Noteholders under the Basic Documents; and (iii) the Issuer has delivered to the Trustee, the Class B Noteholders and each Class B Note Purchaser an Officer's Certificate meeting the applicable requirements of Section 11.1(a) and stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes (except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereonthereon including any such right of the Securities Insurer pursuant to Section 2.06(b) or the proviso to the definition of "Outstanding", (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.13, 3.14 3.08 and 3.153.10 hereof, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 hereof and the obligations of the Indenture Trustee under Section 4.02 hereof) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them), and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, whenwhen all of the following have occurred: (A) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.04 hereof and (ii) Notes for whose the payment of which money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.033.03 hereof) shall have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (I) a. shall have become due and payable, or (II) b. will become due and payable within one year following the Maturity Date, or c. are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, Issuer, d. and the Issuing EntityIssuer, in the case of (I) clause a., b. or (II) c. above, has irrevocably deposited or caused irrevocably to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment Maturity Date or the Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.0110.01 hereof), as the case may be;; and (B) the Issuing Entity latest of (a) 18 months after payment in full of all outstanding obligations under the Notes, (b) the payment in full of all unpaid Trust Fees and Expenses and all sums owing to the Securities Insurer under the Insurance Agreement as confirmed in writing by the Securities Insurer, (c) the Guaranty Policy is surrendered to the Securities Insurer and (d) the date on which the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuing Entity hereunderIssuer; and (C) the Issuing Entity has Issuer shall have delivered to the Indenture Trustee and the Securities Insurer an Officer’s 's Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) hereof and, subject to Section 11.0211.02 hereof, each stating that all conditions precedent herein provided for for, relating to the satisfaction and discharge of this Indenture with respect to the Notes, have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Notes, (iii) rights of Noteholders Holders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03the rights, 3.04protections, 3.05, 3.08, 3.10, 3.12, 3.13, 3.14 indemnities and 3.15immunities of the Trustee and the specific obligations of the Trustee set forth below hereunder, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee Collateral Manager hereunder (including and under the rights of the Indenture Trustee under Section 6.07) and Collateral Management Agreement, (vi) the rights, protections, indemnities and immunities of the Collateral Administrator hereunder and under the Collateral Administration Agreement and (vii) the rights of Noteholders Holders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee and payable to all or any of them, them (and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, Indenture) when:: -101- (Aa) (i) either: (1A) all Notes theretofore authenticated and delivered (to Holders other than (i1) Notes that which have been mutilated, defaced, destroyed, lost or stolen and that which have been replaced or paid as provided in Section 2.06 2.7 and (ii2) Notes for whose payment money Money has theretofore irrevocably been deposited in trust or segregated and held in trust by the Issuing Entity and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.03) 7.3 have been delivered to the Indenture Trustee for cancellation; or (2B) all Notes not theretofore delivered to the Indenture Trustee for cancellation: cancellation (I1) have become due and payable, or or (II2) shall become due and payable at their Stated Maturity within one year, or (3) are to be called for redemption within one year pursuant to Article IX under arrangements an arrangement satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in Issuer pursuant to Section 9.4 and either (x) the name, and at the expense, of the Issuing Entity, and the Issuing Entity, in the case of (I) or (II) above, Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable)Trustee, in trust for such purpose, Cash or non-callable direct obligations of the United States; provided that the obligations are entitled to the full faith and credit of the United States or are debt obligations which are rated "AAA" by Fitch and "AAA" by S&P, in an amount sufficient sufficient, as recalculated by a firm of Independent certified public accountants which are nationally recognized, to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due cancellation, for principal and interest to the applicable Final Scheduled Payment Date date of such deposit (in the case of Notes which have become due and payable), or to the respective Stated Maturity or the respective Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01)Date, as the case may be; , and shall have Granted to the Trustee a valid perfected security interest in such Eligible Investment that is of first priority or free of any adverse claim, as applicable, and shall have furnished an Opinion of Counsel with respect thereto or (By) in the Issuing Entity has event all of the Assets are liquidated following the satisfaction of the conditions specified in Section 5.5(a), the Issuer shall have paid or caused to be paid all other sums payable by proceeds of such liquidation of the Issuing Entity hereunder; and (C) Assets in accordance with the Issuing Entity has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion Priority of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.Payments;

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.033.3, 3.043.4, 3.053.5, 3.083.8, 3.10, 3.12, 3.13, 3.14 3.13 and 3.153.21, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.7 and the obligations of the Indenture Trustee under Section 4.2) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (A) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.5 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity and thereafter repaid to the Issuing Entity or discharged from form such trust, as provided in Section 3.033.3) have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (Ii) have become due and payable, (ii) will become due and payable at the Final Scheduled Payment Date within one year, or (IIiii) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing EntityIssuer, and the Issuing EntityIssuer, in the case of (Ii), (ii) or (IIiii) of subsection (2) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes including accrued interest thereon not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may bedue; (B) the Issuing Entity Issuer has paid or caused to be paid all other sums payable hereunder by the Issuing Entity hereunderIssuer; and (C) the Issuing Entity Issuer has delivered to the Indenture Trustee an Officer’s 's Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture TrusteeTIA) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a11.1(a) and, subject to Section 11.02, and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes (except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.033.3, 3.043.4, 3.053.5, 3.08, 3.10, 3.12, 3.13, 3.14 3.8 and 3.153.10 hereof, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.7 and the obligations of the Indenture Trustee under Section 4.2) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them), and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, whenwhen all of the following have occurred: (A) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.4 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.033.3) have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (I) have become due and payable, or (II) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, and the Issuing Entity, in the case of (I) or (II) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (B) the Issuing Entity has paid or caused to be paid all other sums payable by the Issuing Entity hereunder; and (C) the Issuing Entity has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect with respect to the Assets securing the Notes and the Issuer's obligations under each Hedge Agreement except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereonthereon as provided herein, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.13, 3.14 and 3.15, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder on their behalf hereunder, (including the rights of the Indenture Trustee under Section 6.07) and (viv) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee on their behalf and payable to all or any of them, ; and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the NotesIndenture, when: (Aa) either: (1i) all Notes theretofore authenticated and delivered (other than (iA) Notes that which have been mutilated, defaced, destroyed, lost or stolen and that which have been replaced or paid as provided in Section 2.06 2.6 and (iiB) Notes for whose payment money Money has theretofore irrevocably been deposited in trust or segregated and held in trust by the Issuing Entity and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.037.3) have been delivered to the Indenture Trustee for cancellation; or (2ii) all Notes not theretofore delivered to the Indenture Trustee for cancellation: cancellation (IA) have become due and payable, or or (IIB) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, and the Issuing Entity, in the case of (I) or (II) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (B) the Issuing Entity has paid 9.1 or caused to be paid all other sums payable by the Issuing Entity hereunder; and (C) the Issuing Entity has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.Section

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes (except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereonthereon including any such right of the Securities Insurer pursuant to Section 2.06(b) or the proviso to the definition of "Outstanding", (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.13, 3.14 3.08 and 3.153.10 hereof, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 hereof and the obligations of the Indenture Trustee under Section 4.02 hereof) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them), and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, whenwhen all of the following have occurred: (A) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.04 hereof and (ii) Notes for whose the payment of which money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.033.03 hereof) shall have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (I) a. shall have become due and payable, or (II) b. will become due and payable within one year following the Maturity Date, or c. are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, Issuer, d. and the Issuing EntityIssuer, in the case of (I) clause a., b. or (II) c. above, has irrevocably deposited or caused irrevocably to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment Maturity Date of such Class of Notes or the Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.0110.01 hereof), as the case may be;; and ------------- (B) the Issuing Entity latest of (a) 18 months after payment in full of all outstanding obligations under the Notes, (b) the payment in full of all unpaid Trust Fees and Expenses and all sums owing to the Securities Insurer under the Insurance Agreement as confirmed in writing by the Securities Insurer, (c) the Guaranty Policy is surrendered to the Securities Insurer and (d) the date on which the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuing Entity hereunderIssuer; and (C) the Issuing Entity has Issuer shall have delivered to the Indenture Trustee and the Securities Insurer an Officer’s 's Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) hereof and, subject to Section 11.0211.02 hereof, each stating that all conditions precedent herein provided for for, relating to the satisfaction and discharge of this Indenture with respect to the Notes, have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.053.06, 3.083.09, 3.103.17, 3.12, 3.13, 3.14 3.19 and 3.153.20, (v) the rights, obligations under this Article IV, (to the extent applicable to the provisions of the Indenture remaining in effect) and immunities of the Indenture Trustee and Securities Administrator hereunder (including the rights of the Indenture Trustee and Securities Administrator under Section 6.07) 6.07 and the obligations of the Indenture Trustee under Section 4.11), and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the NotesNotes and shall release and deliver, or cause the Custodian to deliver, the Collateral to or upon the order of the Issuer, when: (A) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 4.03 hereof and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (I) a. have become due and payable, b. will become due and payable at the Final Scheduled Payment Date within one year, or (II) are to be c. have been called for early redemption within one year under arrangements satisfactory and the Trust has been terminated pursuant to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing EntitySection 8.07 hereof, and the Issuing EntityIssuer, in the case of (I) a. or (II) b. above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes then outstanding not theretofore delivered to the Indenture Trustee for cancellation when due to on the applicable Final Scheduled Payment Date or Redemption other final Payment Date (if Notes and has delivered to the Indenture Trustee a verification report from a nationally recognized accounting firm certifying that the amounts deposited with the Indenture Trustee are sufficient to pay and discharge the entire indebtedness of such Notes, or, in the case of c. above, the Issuer shall have been called for redemption pursuant to complied with all requirements of Section 10.01), as the case may be;8.07 hereof, (B) the Issuing Entity Issuer has paid or caused to be paid all other sums payable by the Issuing Entity hereunder; and (C) the Issuing Entity Issuer has delivered to the Indenture Trustee an Officer’s Certificate, Certificate and an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountantsCounsel, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.0210.01 hereof, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.with and, if the Opinion of Counsel relates to

Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect with respect to the Assets securing the Notes and the Issuer's obligations under each Hedge Agreement except as to (i) the rights of registration of transfer and exchange, (ii) the substitution of mutilated, defaced, destroyed, lost or stolen Notes, (iii) the rights of Noteholders to receive payments of principal thereof and interest thereonthereon as provided herein, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.13, 3.14 and 3.15, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights on behalf of the Indenture Trustee under Section 6.07) Noteholders hereunder and (viv) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee on their behalf and payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the NotesIndenture, when: (Aa) either: (1i) all Notes theretofore authenticated and delivered (other than (iA) Notes that which have been mutilated, defaced, destroyed, lost or stolen and that which have been replaced or paid as provided in Section 2.06 2.6 and (iiB) Notes for whose which payment money Money has theretofore irrevocably been deposited in trust or segregated and held in trust by the Issuing Entity and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.037.3) have been delivered to the Indenture Trustee for cancellation; or (2ii) all Notes not theretofore delivered to the Indenture Trustee for cancellation: cancellation (IA) have become due and payable, or or (IIB) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year pursuant to Section 9.1 or Section 9.2 under arrangements an arrangement satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, Issuer and the Issuing EntityCo-Issuer pursuant to Section 9.4 and the Issuer or the Co-Issuer, in the case of clauses (IA), (B) or (IIC) aboveof this subsection (ii), has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable)Trustee, in trust for such purpose, Cash or non-callable direct obligations of the United States of America; provided that the obligations are entitled to the full faith and credit of the United States of America or are debt obligations which are rated "Aaa" by Moody's, "AAA" by Fitch and "AAA" by S&P in an amount sufficient sufficient, as verified by a firm of certified public accountants which are nationally recognized, to pay and discharge the entire indebtedness (including, in the case of a redemption pursuant to Section 9.1 or Section 9.2, the Redemption Price) on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due cancellation, for principal and interest to the applicable Final Scheduled Payment Date date of such deposit (in the case of Notes which have become due and payable), or to the Stated Maturity or the Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01)Date, as the case may bebe (and in each case in respect of the Notes, subject to the Priority of Payments); provided, further, that any such deposit of funds with the Trustee in satisfaction of this Indenture shall be subject to the Rating Agency Condition; provided, however, this subsection (ii) shall not apply if an election to act in accordance with the provisions of Section 5.5(a) shall have been made and is not rescinded; (Bi) the Issuing Entity Issuer has paid or caused to be paid or provided for (to the satisfaction of the Person entitled thereto) all other sums payable by hereunder and under the Issuing Entity hereunder; andCollateral Management Agreement, the Servicing Agreement, the Preferred Shares Paying Agency Agreement and the Company Administration Agreement, and (ii) all Hedge Agreements then in effect have been terminated and Issuer has paid all amounts, including payments due and payable in connection with such termination and has paid all other outstanding amounts, including any outstanding payments due and payable for any previously terminated Hedge Agreement. (Cc) Each of the Issuing Entity Issuer and the Co-Issuer has delivered to the Indenture Trustee an Officer’s Certificate, 's Certificate and an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the rights and obligations of the Issuer, the Co-Issuer, the Trustee, and, if applicable, the Noteholders, as the case may be, under Sections 2.7, 4.2, 5.4(d), 5.9, 5.18, 6.7 and 7.3 hereof shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.12 and 3.13, 3.14 and 3.15, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 and the obligations of the Indenture Trustee under Section 4.02) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing Entity, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (A) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity and thereafter repaid to the Issuing Entity or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (I) have become due and payable, or (II) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, and the Issuing Entity, in the case of (I) or (II) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (B) the Issuing Entity has paid or caused to be paid all other sums payable by the Issuing Entity hereunderhereunder or under the Interest Rate Swap; and (C) the Issuing Entity has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes (except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.13, 3.14 3.04 and 3.153.10 hereof, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 hereof and the obligations of the Indenture Trustee under Section 4.02 hereof) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them), and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments satisfactory to it, and prepared and delivered to it by the Issuer, acknowledging satisfaction and discharge of this Indenture with respect to the Notes, whenwhen all of the following have occurred: (A) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.04 hereof and (ii) Notes for whose the payment of which money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.033.03 hereof) shall have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (I) a. shall have become due and payable, or (II) b. are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee Initial Noteholder for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, Issuer, c. and the Issuing EntityIssuer, in the case of (I) clause a. or (II) b. above, has irrevocably deposited or caused irrevocably to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment Maturity Date or the Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.0110.01 hereof), as the case may be;; and (B) the Issuing Entity latest of (a) the payment in full of all outstanding obligations under the Notes, (b) the payment in full of all unpaid Trust Fees and Expenses and (c) the date on which the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuing Entity hereunderIssuer; and (C) the Issuing Entity has Issuer shall have delivered to the Indenture Trustee and the Initial Noteholder an Officer’s Certificate, Certificate and an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountantsCounsel, each meeting the applicable requirements of Section 11.01(a) 11.01 hereof and, subject to Section 11.0211.02 hereof, each stating that all conditions precedent herein provided for for, relating to the satisfaction and discharge of this Indenture with respect to the Notes, have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect with respect to (a) the Notes and the Collateral securing the Notes, (b) the Class P-1 Treasury Strip Collateral securing the Series III 3.15% Combination Notes, (c) the Class P-2 Treasury Strip Collateral securing the Class P-2 Combination Securities and (d) the Class P-3 Treasury Strip Collateral securing the Class P-3 Combination Securities except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Notes, (iii) the rights of Noteholders to receive payments of principal thereof and interest and the Commitment Fee thereon, as provided herein and the rights of the Hedge Counterparty to receive Hedge Payment Amounts as provided herein (including as provided in the Priority of Payments and Section 13), (iv) Sections 3.03the rights, 3.04, 3.05, 3.08, 3.10, 3.12, 3.13, 3.14 obligations and 3.15immunities of the Trustee hereunder, (v) the rights, obligations under this Article IV, rights and immunities of the Indenture Trustee Collateral Manager hereunder (including and under the rights of the Indenture Trustee under Section 6.07) Collateral Management Agreement and (vi) the rights of Noteholders the Secured Parties as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee and payable to all or any of them, ; and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the NotesIndenture, when: (Aa) either: (1i) all Notes theretofore authenticated and delivered (other than (iA) Notes that have been mutilated, defaced, destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.5 and (iiB) Notes for whose payment money Money has theretofore irrevocably been deposited in trust or segregated and held in trust by the Issuing Entity and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.037.3) have been delivered to the Indenture Trustee for cancellation; or (2ii) all Notes not theretofore delivered to the Indenture Trustee for cancellation: cancellation (IA) have become due and payable, or (IIB) will become due and payable at their Stated Maturity within one year or (C) are to be called for redemption within one year pursuant to Section 9.1 under arrangements an arrangement satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, Co-Issuers pursuant to Section 9.3 and the Issuing Entity, in the case of (I) or (II) above, Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable)Trustee, in trust for such purpose, Cash or noncallable direct obligations of the United States in an amount sufficient sufficient, as verified by a firm of nationally recognized Independent certified public accountants, to pay and discharge the entire indebtedness on such all Notes not theretofore delivered to the Indenture Trustee for cancellation when due cancellation, including all principal and interest (including the Class C Deferred Interest, the Class D Deferred Interest, the Class E Deferred Interest, its Class F Deferred Interest and interest on Defaulted Interest, if any) and the Commitment Fee accrued to the applicable Final Scheduled Payment Date date of such deposit (in the case of Notes which have become due and payable) or to the Stated Maturity or the Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01)Date, as the case may be; provided, that (x) such obligations are entitled to the full faith and credit of the United States and (y) this subclause (ii) shall not apply if an election to act in accordance with the provisions of Section 5.5(a) shall have been made and not rescinded; (Bb) the Issuing Entity has Co-Issuers have paid or caused to be paid all other sums payable hereunder (including amounts payable pursuant to the Collateral Administration Agreement, the Hedge Agreements (including amounts associated with the termination thereof), the Collateral Management Agreement, the Preferred Share Paying Agency Agreement, the Class A-1A Note Purchase Agreement, the Administration Agreement and the other documents executed in connection herewith) and no other amounts will become due and payable by the Issuing Entity hereunderCo-Issuers; and (Cc) each of the Issuing Entity Issuer and the Co-Issuer has delivered to the Indenture Trustee an Officer’s Certificate, certificate and an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the rights and obligations of the Issuer, the Co-Issuer, the Hedge Counterparty, the Trustee, the Collateral Manager and, if applicable, the Noteholders, as the case may be, under Sections 2.6, 4.2, 5.9, 5.18, 6.7, 6.8, 7.1 and 7.3 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect with respect to the Notes and the Collateral except as to to: (i) rights of registration of transfer and exchange, , (ii) substitution of mutilated, destroyed, lost lost, or stolen Notes, , (iii) rights of Noteholders Holders of the Notes to receive payments of principal thereof and interest thereon, on the Notes as provided in this Indenture, (iv) Sections 3.03the rights, 3.04indemnities, 3.05, 3.08, 3.10, 3.12, 3.13, 3.14 and 3.15, immunities of the Trustee under this Indenture and the obligations of the Trustee under Section 7.3 of this Indenture with respect to the holding and paying of unclaimed funds and under this Section 4.1, (v) the rights, obligations under this Article IVobligations, and immunities of the Collateral Manager under this Indenture Trustee hereunder (including and under the rights of the Indenture Trustee under Section 6.07) and Management Agreement, (vi) the rights, obligations, and immunities of the Collateral Administrator under this Indenture and under the Collateral Administration Agreement, and (vii) the rights of Noteholders Holders of the Secured Notes as beneficiaries hereof of this Indenture with respect to the property so deposited with the Indenture Trustee and payable to all or any of them, them (and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the NotesIndenture), when: (Aa) (x) either: (1i) all Notes theretofore authenticated and delivered to Noteholders (other than (iA) Notes that have been destroyed, lost lost, or stolen and that which have been replaced or paid as provided in Section 2.06 2.7 and (iiB) Notes for whose payment money has theretofore irrevocably been deposited in trust or segregated and held in trust by the Issuing Entity and thereafter repaid to the Issuing Entity Issuer or discharged from such the trust, as provided in Section 3.03) 7.3), have been delivered to the Indenture Trustee for cancellation; or; (2ii) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (IA) have become due and payable, or (IIB) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year pursuant to Article 9 under arrangements an arrangement satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing EntityApplicable Issuers pursuant to Section 9.3, and the Issuing Entity, in the case of (I) or (II) above, Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash Trustee, in trust for payment of the principal and interest on the Notes, Cash or direct non-callable obligations of or the United States of America. The obligations guaranteed by so deposited must be entitled to the full faith and credit of the United States of America (which will mature prior to the date such amounts or be debt obligations that are payable), in trust for such purposerated "Aaa" by M▇▇▇▇'▇ and "AAA" by S&P, in an amount sufficient sufficient, as recalculated by a firm of Independent certified public accountants that are nationally recognized, to pay and discharge the entire indebtedness on such Notes not theretofore delivered the Notes, for principal and interest to the Indenture Trustee for cancellation when date of the deposit (in the case of Notes that have become due and payable), or to the applicable Final Scheduled Payment Date respective Stated Maturity or the respective Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01)Date, as the case may be;, and the Issuer shall have Granted to the Trustee a valid perfected security interest in the Eligible Investment that is of first priority, free of any adverse claim, and shall have furnished an Opinion of Counsel with respect thereto; provided that the Issuer shall cause delivery to the Trustee of an Opinion of Counsel of P▇▇▇ ▇▇▇▇▇▇▇▇ LLP or S▇▇▇▇▇ & K▇▇▇▇▇ LLP or another U.S. tax counsel of nationally recognized standing in the United States experienced in such matters to the effect that the Holders of Notes would recognize no income, gain or loss for U.S. federal income tax purposes as a result of the deposit and satisfaction and discharge of this Indenture; or (Biii) a Liquidation Direction has been given, all of the Issuing Entity has Collateral is liquidated following the satisfaction of the conditions specified in Section 5.5(a) and the Issuer shall have paid or caused to be paid all other sums payable by proceeds of such liquidation of Collateral in accordance with the Issuing Entity hereunderPriority of Payments; and (C) the Issuing Entity has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes (except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections Section 3.03, Section 3.04, Section 3.05, 3.08, Section 3.08 and Section 3.10, 3.12, 3.13, 3.14 and 3.15, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.076.07 and the obligations of the Indenture Trustee under Section 4.02) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them), and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, whenwhen all of the following have occurred: (A) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.04 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (I) a. have become due and payable, or, (II) b. are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, Issuer, c. and the Issuing EntityIssuer, in the case of (I) or (II) a. above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment Maturity Date of such Class of Notes or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be;; and (B) the Issuing Entity later of (a) eighteen months after payment in full of all outstanding obligations under the Notes, (b) the payment in full of all unpaid Trust Fees and Expenses and (c) the date on which the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuing Entity hereunderIssuer; and (C) the Issuing Entity Issuer has delivered to the Indenture Trustee an Officer’s 's Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a11.01(i) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Notes have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Notes, (iii) rights of Noteholders Holders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03the rights, 3.04protections, 3.05, 3.08, 3.10, 3.12, 3.13, 3.14 indemnities and 3.15immunities of the Trustee and the specific obligations set forth below, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including Collateral Manager hereunder, under the rights of Collateral Management Agreement and under the Indenture Trustee under Section 6.07) and Collateral Administration Agreement, (vi) the rights, protections, indemnities and immunities of the Collateral Administrator hereunder and under the Collateral Administration Agreement and (vii) the rights of Noteholders Holders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee and payable to all or any of them, them (and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, Indenture) when: (Aa) either: (1i) all Notes theretofore authenticated and delivered (to Holders, other than (iA) Notes that which have been mutilated, defaced, destroyed, lost or stolen and that which have been replaced or paid as provided in Section 2.06 2.7 and (iiB) Notes for whose payment money Money has theretofore irrevocably been deposited in trust or segregated and held in trust by the Issuing Entity and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.03) 7.3, have been delivered to the Indenture Trustee for cancellation; or; (2ii) all Notes not theretofore delivered to the Indenture Trustee for cancellation: cancellation (IA) have become due and payable, or or (IIB) shall become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year pursuant to Article IX under arrangements an arrangement satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in Applicable Issuers pursuant to Section 9.5 and either (1) the name, and at the expense, of the Issuing Entity, and the Issuing Entity, in the case of (I) or (II) above, Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable)Trustee, in trust for such purpose, Cash or non-callable direct obligations of the United States of America; provided that the obligations are entitled to the full faith and credit of the United States of America or are debt obligations which are rated "Aaa" by Moody's and "AAA" by S&P, in an amount sufficient sufficient, as recalculated and compared by a firm of Independent certified public accountants which are nationally recognized, to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due cancellation, for principal and interest to the applicable Final Scheduled Payment Date date of such deposit (in the case of Notes which have become due and payable), or to the respective Stated Maturity or the respective Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01)Date, as the case may be, and shall have Granted to the Trustee a valid perfected security interest in such Eligible Investment that is of first priority or free of any adverse claim, as applicable, and shall have furnished an Opinion of Counsel with respect thereto or (2) in the event all of the Assets are liquidated following the satisfaction of the conditions specified in Section 5.5(a), the Issuer shall have paid or caused to be paid all proceeds of such liquidation of the Assets in accordance with the Priority of Payments; or (iii) all of the Assets have been disposed of and the Issuer shall have paid or caused to be paid all proceeds of such disposition of Assets in accordance with the Priority of Payments; (Bb) with respect to clauses (a)(i) or (a)(ii) above: (i) the Issuing Entity Issuer has paid or caused to be paid all other sums then due and payable hereunder (including any amounts then due and payable pursuant to the Hedge Agreements, the Collateral Administration Agreement and the Collateral Management Agreement without regard to the Administrative Expense Cap) by the Issuer and no other amounts are scheduled to be due and payable by the Issuing Entity hereunderIssuer (it being understood that the requirements of this clause (b) may be deemed satisfied as set forth in Section 5.7); and (Cii) all Assets of the Issuing Entity has delivered Issuer that are subject to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge lien of this Indenture have been complied with.released and the proceeds thereof have been distributed, in each case in accordance with this Indenture, and the Accounts have been closed; and

Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect with respect to the Assets securing the Notes and the Issuer’s obligations under each Hedge Agreement except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon and, in the case of the Class A-1R Notes, the Class A-1R Commitment Fee thereon, as provided herein, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.13, 3.14 and 3.15, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder on their behalf hereunder, (including the rights of the Indenture Trustee under Section 6.07) and (viv) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee on their behalf and payable to all or any of them, ; and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the NotesIndenture, when: (Aa) either: (1i) all Notes theretofore authenticated and delivered (other than (iA) Notes that which have been mutilated, defaced, destroyed, lost or stolen and that which have been replaced or paid as provided in Section 2.06 2.6 and (iiB) Notes for whose payment money Money has theretofore irrevocably been deposited in trust or segregated and held in trust by the Issuing Entity and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.037.3) have been delivered to the Indenture Trustee for cancellation; or (2ii) all Notes not theretofore delivered to the Indenture Trustee for cancellation: cancellation (IA) have become due and payable, or or (IIB) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year pursuant to Section 9.1 or Section 9.2 under arrangements an arrangement satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, Issuer pursuant to Section 9.4 and the Issuing EntityIssuer, in the case of clauses (IA), (B) or (IIC) aboveof this subsection (ii), has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable)Trustee, in trust for such purpose, Cash or non-callable direct obligations of the United States of America; provided that the obligations are entitled to the full faith and credit of the United States of America or are debt obligations which are rated “Aaa” by M▇▇▇▇’▇, “AAA” by Fitch and “AAA” by S&P in an amount sufficient sufficient, as verified by a firm of certified public accountants which are nationally recognized, to pay and discharge the entire indebtedness (including, in the case of a redemption pursuant to Section 9.1 or Section 9.2, the Redemption Price) on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due cancellation, for principal and interest to the applicable Final Scheduled Payment Date date of such deposit (in the case of Notes which have become due and payable), or to the Stated Maturity or the Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01)Date, as the case may bebe (and in each case in respect of the Notes, subject to the Priority of Payments); provided, further, that any such deposit of funds with the Trustee in satisfaction of this Indenture shall be subject to the Rating Agency Condition; provided, however, this subsection (ii) shall not apply if an election to act in accordance with the provisions of Section 5.5(a) shall have been made and not rescinded; (Bi) the Issuing Entity Issuer has paid or caused to be paid or provided for (to the satisfaction of the Person entitled thereto) all other sums payable by hereunder and under the Issuing Entity hereunder; andCollateral Management Agreement, and (ii) all Hedge Agreements then in effect have been terminated and Issuer has paid all amounts, including payments due and payable in connection with such termination and has paid all other outstanding amounts, including any outstanding payments due and payable for any previously terminated Hedge Agreement. (Cc) the Issuing Entity The Issuer has delivered to the Indenture Trustee an Officer’s Certificate, Certificate and an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the rights and obligations of the Issuer, the Trustee, and, if applicable, the Noteholders, as the case may be, under Sections 2.7, 4.2, 5.4(d), 5.9, 5.18, 6.7 and 7.3 hereof shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect with respect to the Assets securing the Notes and the Issuer’s obligations under each Hedge Agreement except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereonthereon as provided herein, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.13, 3.14 and 3.15, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder on their behalf hereunder, (including the rights of the Indenture Trustee under Section 6.07) and (viv) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee on their behalf and payable to all or any of them, ; and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the NotesIndenture, when: (Aa) either: (1i) all Notes theretofore authenticated and delivered (other than (iA) Notes that which have been mutilated, defaced, destroyed, lost or stolen and that which have been replaced or paid as provided in Section 2.06 2.6 and (iiB) Notes for whose payment money Money has theretofore irrevocably been deposited in trust or segregated and held in trust by the Issuing Entity and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.037.3) have been delivered to the Indenture Trustee for cancellation; or (2ii) all Notes not theretofore delivered to the Indenture Trustee for cancellation: cancellation (IA) have become due and payable, or or (IIB) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year pursuant to Section 9.1 or Section 9.2 under arrangements an arrangement satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, Issuer and the Issuing EntityCo-Issuer pursuant to Section 9.4 and the Issuer or the Co-Issuer, in the case of clauses (IA), (B) or (IIC) aboveof this subsection (ii), has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable)Trustee, in trust for such purpose, Cash or non-callable direct obligations of the United States of America; provided that the obligations are entitled to the full faith and credit of the United States of America or are debt obligations which are rated “Aaa” by ▇▇▇▇▇’▇, “AAA” by Fitch and “AAA” by S&P in an amount sufficient sufficient, as verified by a firm of certified public accountants which are nationally recognized, to pay and discharge the entire indebtedness (including, in the case of a redemption pursuant to Section 9.1 or Section 9.2, the Redemption Price) on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due cancellation, for principal and interest to the applicable Final Scheduled Payment Date date of such deposit (in the case of Notes which have become due and payable), or to the Stated Maturity or the Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01)Date, as the case may bebe (and in each case in respect of the Notes, subject to the Priority of Payments); provided, further, that any such deposit of funds with the Trustee in satisfaction of this Indenture shall be subject to the Rating Agency Condition; provided, however, this subsection (ii) shall not apply if an election to act in accordance with the provisions of Section 5.5(a) shall have been made and not rescinded; (Bi) the Issuing Entity Issuer has paid or caused to be paid or provided for (to the satisfaction of the Person entitled thereto) all other sums payable by hereunder and under the Issuing Entity hereunder; andCollateral Management Agreement, Preferred Shares Paying Agency Agreement and the Company Administration Agreement, and (ii) all Hedge Agreements then in effect have been terminated and Issuer has paid all amounts, including payments due and payable in connection with such termination and has paid all other outstanding amounts, including any outstanding payments due and payable for any previously terminated Hedge Agreement. (Cc) Each of the Issuing Entity Issuer and the Co-Issuer has delivered to the Indenture Trustee an Officer’s Certificate, Certificate and an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the rights and obligations of the Issuer, the Co-Issuer, the Trustee, and, if applicable, the Noteholders, as the case may be, under Sections 2.7, 4.2, 5.4(d), 5.9, 5.18, 6.7 and 7.3 hereof shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.053.06, 3.083.09, 3.103.17, 3.12, 3.13, 3.14 3.19 and 3.153.20, (v) the rights, obligations under this Article IV, (to the extent applicable to the provisions of the Indenture remaining in effect) and immunities of the Indenture Trustee and Securities Administrator hereunder (including the rights of the Indenture Trustee and Securities Administrator under Section 6.07) 6.07 and the obligations of the Securities Administrator under Section 4.11), and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the NotesNotes and shall release and deliver, or cause the Custodian to deliver, the Collateral to or upon the order of the Issuer, when: (A) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 4.03 hereof and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity Issuer and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee Securities Administrator for cancellation; or (2) all Notes not theretofore delivered to the Indenture Trustee Securities Administrator for cancellation: (I) a. have become due and payable, or, (II) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, b. will become due and payable at the expense, of the Issuing Entity, and the Issuing Entity, in the case of (I) or (II) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment Date or Redemption Date (if Notes shall within one year, or c. have been called for early redemption and the Trust has been terminated pursuant to Section 10.01), as the case may be;8.07 hereof, (B) the Issuing Entity Issuer has paid or caused to be paid all other sums payable by the Issuing Entity hereunder; and (C) the Issuing Entity Issuer has delivered to the Indenture Trustee an Officer’s Certificate, 's Certificate and an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountantsCounsel, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.0210.01 hereof, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied withwith and, if the Opinion of Counsel relates to a deposit made in connection with Section 4.10(A)(2)b. above, such opinion shall further be to the effect that such deposit will constitute an “in-substance defeasance” within the meaning of Revenue Ruling 85-42, 1985-1 C.B. 36, and in accordance therewith, the Issuer will be the owner of the assets deposited in trust for federal income tax purposes.

Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect with respect to the Assets securing the Notes and the Issuer’s obligations under each Hedge Agreement except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereonthereon as provided herein, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.13, 3.14 and 3.15, (v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder on their behalf hereunder, (including the rights of the Indenture Trustee under Section 6.07) and (viv) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee on their behalf and payable to all or any of them, ; and the Indenture Trustee, on demand of and at the expense of the Issuing EntityIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the NotesIndenture, when: (Aa) either: (1i) all Notes theretofore authenticated and delivered (other than (iA) Notes that which have been mutilated, defaced, destroyed, lost or stolen and that which have been replaced or paid as provided in Section 2.06 2.6 and (iiB) Notes for whose payment money Money has theretofore irrevocably been deposited in trust or segregated and held in trust by the Issuing Entity and thereafter repaid to the Issuing Entity Issuer or discharged from such trust, as provided in Section 3.037.3) have been delivered to the Indenture Trustee for cancellation; or (2ii) all Notes not theretofore delivered to the Indenture Trustee for cancellation: cancellation (IA) have become due and payable, or or (IIB) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year pursuant to Section 9.1 or Section 9.2 under arrangements an arrangement satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, Issuer and the Issuing EntityCo-Issuer pursuant to Section 9.4 and the Issuer or the Co-Issuer, in the case of clauses (IA), (B) or (IIC) aboveof this subsection (ii), has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable)Trustee, in trust for such purpose, Cash or non-callable direct obligations of the United States of America; provided that the obligations are entitled to the full faith and credit of the United States of America or are debt obligations which are rated “Aaa” by Moody’s, “AAA” by Fitch and “AAA” by S&P in an amount sufficient sufficient, as verified by a firm of certified public accountants which are nationally recognized, to pay and discharge the entire indebtedness (including, in the case of a redemption pursuant to Section 9.1 or Section 9.2, the Redemption Price) on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due cancellation, for principal and interest to the applicable Final Scheduled Payment Date date of such deposit (in the case of Notes which have become due and payable), or to the Stated Maturity or the Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01)Date, as the case may bebe (and in each case in respect of the Notes, subject to the Priority of Payments); provided, further, that any such deposit of funds with the Trustee in satisfaction of this Indenture shall be subject to the Rating Agency Condition; provided, however, this subsection (ii) shall not apply if an election to act in accordance with the provisions of Section 5.5(a) shall have been made and not rescinded; (Bb) (i) the Issuing Entity Issuer has paid or caused to be paid or provided for (to the satisfaction of the Person entitled thereto) all other sums payable by hereunder and under the Issuing Entity hereunder; andCollateral Management Agreement, the Master Trust Agreement, the Series Trust Agreements, the CDO Servicing Agreement, the Preferred Shares Paying Agency Agreement and the Company Administration Agreement, and (ii) all Hedge Agreements then in effect have been terminated and the Issuer has paid all amounts, including payments due and payable in connection with such termination and has paid all other outstanding amounts, including any outstanding payments due and payable for any previously terminated Hedge Agreement. (Cc) Each of the Issuing Entity Issuer and the Co-Issuer has delivered to the Indenture Trustee an Officer’s Certificate, Certificate and an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the rights and obligations of the Issuer, the Co-Issuer, the Trustee, and, if applicable, the Noteholders, as the case may be, under Sections 2.7, 4.2, 5.4(d), 5.9, 5.18, 6.7 and 7.3 hereof shall survive.