Common use of Final Distribution Clause in Contracts

Final Distribution. The Issuer shall give the Indenture Trustee at least 30 days written notice of the Payment Date on which the Noteholders of any Series, Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such Notes. Not later than the fifth day of the month in which the final distribution in respect of such Series, Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide notice to Noteholders of such Series, Class or Tranche specifying (i) the date upon which final payment of such Series, Class or Tranche will be made upon presentation and surrender of Notes of such Series, Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States). The Indenture Trustee shall give such notice to the Note Registrar and the Paying Agent at the time such notice is given to Noteholders. (a) Notwithstanding a final distribution to the Noteholders of any Series, Class or Tranche of Notes (or the termination of the Issuer), except as otherwise provided in this paragraph, all funds then on deposit in any Issuer Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificated. In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States). If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts held for the benefit of such Noteholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. (a) The Issuer Servicer shall give the Indenture Transferor and the Trustee at least 30 thirty (30) days written prior notice of the Payment Distribution Date on which the Noteholders Investor Certificateholders of any Series, Series or Class or Tranche may surrender their Notes Investor Certificates for payment of the final distribution on and cancellation of such NotesInvestor Certificates (or, in the event of a final distribution resulting from the application of Section 2.06, 9.02 or 10.01, notice of such Distribution Date promptly after the Servicer has determined that a final distribution will occur, if such determination is made less than thirty (30) days prior to such Distribution Date). Such notice shall be accompanied by an Officer’s Certificate of the Servicer setting forth the information specified in Section 3.05 covering the period during the then-current calendar year through the date of such notice. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to NoteholdersInvestor Certificateholders, the Indenture Trustee shall provide notice to Noteholders Investor Certificateholders of such Series, Series or Class or Tranche specifying (i) the date upon which final payment of such Series, Series or Class or Tranche will be made upon presentation and surrender of Notes Investor Certificates of such Series, Series or Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes Investor Certificates at the office or offices therein specified (which, in the case of Bearer NotesCertificates, shall be outside the United States). The Indenture Trustee shall give such notice to the Note Registrar Transfer Agent and Registrar, the Transferor and the Paying Agent at the time such notice is given to NoteholdersInvestor Certificateholders. (ab) Notwithstanding a final distribution to the Noteholders Investor Certificateholders of any Series, Series or Class or Tranche of Notes (or the termination of the IssuerTrust), except as otherwise provided in this paragraph, all funds then on deposit in the Collection Account and any Issuer Series Account allocated to such Noteholders Investor Certificateholders shall continue to be held in trust for the benefit of such Noteholders, Investor Certificateholders and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders Investor Certificateholders upon surrender of their Notes, if certificatedInvestor Certificates (and any excess shall be paid in accordance with the terms of any relevant Enhancement Agreement). In the event that all such Noteholders Investor Certificateholders shall not surrender their Notes Investor Certificates for cancellation within 6 six (6) months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders Investor Certificateholders to surrender their Notes Investor Certificates for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer NotesCertificates, shall be outside the United States). If within one year after the second notice all such Notes Investor Certificates shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders Investor Certificateholders concerning surrender of their NotesInvestor Certificates, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts Series Account held for the benefit of such NoteholdersInvestor Certificateholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer Transferor any monies moneys held by them for the payment of principal or interest that remains unclaimed for two (2) years. After payment to the IssuerTransferor, Noteholders Investor Certificateholders entitled to the money must look to the Issuer Transferor for payment as general creditors unless an applicable abandoned property law designates another Person. (c) In the event that the Invested Amount (or Enhancement Invested Amount) with respect to any Series is greater than zero on the related Series Termination Date or such earlier date as is specified in the related Supplement (after giving effect to deposits and distributions otherwise to be made on such date), the Trustee will sell or cause to be sold on such Series Termination Date, in accordance with the procedures and subject to the conditions described in such Supplement, Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Amount and the Enhancement Invested Amount, if any, with respect to such Series on such date (after giving effect to such deposits and distributions; provided, however, that in no event shall such amount exceed such Series’ allocable share of Receivables on such Series Termination Date). The proceeds from any such sale shall be allocated and distributed in accordance with the terms of the applicable Supplement.

Final Distribution. (a) The Issuer shall give the Indenture Trustee at least 30 thirty (30) days prior written notice of the Payment Date on which the Noteholders of any Series, Series or Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such Notes. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide notice to Noteholders of such Series, Series or Class or Tranche specifying (i) the date upon which final payment of such Series, Series or Class or Tranche will be made upon presentation and surrender of Notes of such Series, Series or Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States)specified. The Indenture Trustee shall give such notice to the Note Registrar and the Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Series or Class or Tranche of Notes (or the termination of the Issuer), except as otherwise provided in this paragraph, all funds then on deposit in any Issuer Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificatedsuch Notes are Definitive Notes. In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 six (6) months after the date specified in the notice from the Indenture Trustee described in paragraph clause (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States)thereto. If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof (including costs related to giving the second notice) shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts held for the benefit of such Noteholdersand Funding Account. The Indenture Trustee and the Paying Agent shall pay to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two (2) years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. (a) The Issuer Servicer shall give the Indenture Transferors and the Trustee at least 30 days written days’ prior notice of the Payment Distribution Date on which the Noteholders Investor Certificateholders of any Series, Series or Class or Tranche may surrender their Notes Investor Certificates for payment of the final distribution on and cancellation of such NotesInvestor Certificates (or, in the event of a final distribution resulting from the application of Section 2.06 or 10.01, notice of such Distribution Date promptly after the Servicer has determined that a final distribution will occur, if such determination is made less than 30 days prior to such Distribution Date). Such notice shall be accompanied by an Officer’s Certificate of the Servicer setting forth the information specified in Section 3.05 covering the period during the then-current calendar year through the date of such notice. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to NoteholdersInvestor Certificateholders, the Indenture Trustee shall provide notice to Noteholders Investor Certificateholders of such Series, Series or Class or Tranche specifying (i) the date upon which final payment of such Series, Series or Class or Tranche will be made upon presentation and surrender of Notes Investor Certificates of such Series, Series or Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes Investor Certificates at the office or offices therein specified (which, in the case of Bearer NotesCertificates, shall be outside the United States). The Indenture Trustee shall give such notice to the Note Transfer Agent and Registrar and the Paying Agent at the time such notice is given to NoteholdersInvestor Certificateholders. (ab) Notwithstanding a final distribution to the Noteholders Investor Certificateholders of any Series, Series or Class or Tranche of Notes (or the termination of the IssuerTrust), except as otherwise provided in this paragraph, all funds then on deposit in the Collection Account and any Issuer Series Account allocated to such Noteholders Investor Certificateholders shall continue to be held in trust for the benefit of such Noteholders, Investor Certificateholders and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders Investor Certificateholders upon surrender of their NotesInvestor Certificates, if certificatedcertificated (and any excess shall be paid in accordance with the terms of any Enhancement Agreement). In the event that all such Noteholders Investor Certificateholders shall not surrender their Notes Investor Certificates for cancellation within 6 six months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders Investor Certificateholders to surrender their Notes Investor Certificates for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer NotesCertificates, shall be outside the United States). If within one year after the second notice all such Notes Investor Certificates shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders Investor Certificateholders concerning surrender of their NotesInvestor Certificates, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts Series Account held for the benefit of such NoteholdersInvestor Certificateholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer Transferors any monies held by them for the payment of principal or interest that remains unclaimed for two years. After payment to the IssuerTransferor, Noteholders Investor Certificateholders entitled to the money must look to the Issuer Transferors for payment as general creditors unless an applicable abandoned property law designates another Person. (c) In the event that the Invested Amount with respect to any Series is greater than zero on its Series Termination Date (after giving effect to deposits and distributions otherwise to be made on such Series Termination Date) the Trustee will sell or cause to be sold on such Series Termination Date an amount of Principal Receivables (or interests therein) equal to 100% of the Invested Amount with respect to such Series on such Series Termination Date plus related Finance Charge Receivables (after giving effect to such deposits and distributions); provided, however, that in no event shall such amount exceed the Series Allocation Percentage of Receivables with respect to such Series on such Series Termination Date. The proceeds (the “Termination Proceeds”) from such sale shall be immediately deposited into the Collection Account for such Series. The Termination Proceeds shall be allocated and distributed to Investor Certificateholders of such Series in accordance with the terms of the applicable Supplement.

Final Distribution. (a) The Issuer Servicer shall give the Indenture Trustee at least 30 days written prior notice of the Payment Distribution Date on which the Noteholders Investor Certificateholders of any Series, Series or Class or Tranche may surrender their Notes Investor Certificates for payment of the final distribution on and cancellation of such NotesInvestor Certificates (or, in the event of a final distribution resulting from the application of Section 2.06, 9.01 or 10.01, notice of such Distribution Date promptly after Servicer has determined that a final distribution will occur, if such determination is made less than 30 days prior to such Distribution Date). Such notice shall be accompanied by an Officer’s Certificate setting forth the information specified in Section 3.05 covering the period during the then-current calendar year through the date of such notice. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to NoteholdersInvestor Certificateholders, the Indenture Trustee shall provide notice to Noteholders Investor Certificateholders of such Series, Series or Class or Tranche specifying (i) the date upon which final payment of such Series, Series or Class or Tranche will be made upon presentation and surrender of Notes Investor Certificates of such Series, Series or Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes Investor Certificates at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States)specified. The Indenture Trustee shall give such notice to the Note Transfer Agent and Registrar and the Paying Agent at the time such notice is given to NoteholdersInvestor Certificateholders. (ab) Notwithstanding a final distribution to the Noteholders Investor Certificateholders of any Series, Series or Class or Tranche of Notes (or the termination of the IssuerTrust), except as otherwise provided in this paragraph, all funds then on deposit in the Collection Account and any Issuer Series Account allocated to such Noteholders Investor Certificateholders shall continue to be held in trust for the benefit of such Noteholders, Investor Certificateholders and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders Investor Certificateholders upon surrender of their Notes, if certificatedInvestor Certificates (and any excess shall be paid in accordance with the terms of any Enhancement Agreement). In the event that all such Noteholders Investor Certificateholders shall not surrender their Notes Investor Certificates for cancellation within 6 six months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders Investor Certificateholders to surrender their Notes Investor Certificates for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States)thereto. If within one year after the second notice all such Notes Investor Certificates shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders Investor Certificateholders concerning surrender of their NotesInvestor Certificates, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts Series Account held for the benefit of such NoteholdersInvestor Certificateholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer Sellers any monies held by them for the payment of principal or interest that remains unclaimed for two years. After payment to the IssuerSellers, Noteholders Investor Certificateholders entitled to the money must look to the Issuer Sellers for payment as general creditors unless an applicable abandoned property law designates another Person. (c) In the event that the Invested Amount with respect to any Series is greater than zero on its Termination Date (after giving effect to deposits and distributions otherwise to be made on such Termination Date), the Trustee will sell or cause to be sold on such Termination Date Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to 110% of the Invested Amount with respect to such Series on such Termination Date (after giving effect to such deposits and distributions; provided, however, that in no event shall such amount exceed such Series’ Series Allocation Percentage of Receivables on such Termination Date). The proceeds (the “Termination Proceeds”) from such sale shall be immediately deposited into the Collection Account for the benefit of the Investor Certificateholders of such Series. The Termination Proceeds shall be allocated and distributed to Investor Certificateholders of such Series in accordance with the terms of the applicable Supplement.

Final Distribution. (a) The Issuer shall give the Indenture Trustee at least 30 thirty (30) days prior written notice of the Payment Date on which the Noteholders of any Series, Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such Notes. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide notice to Noteholders of such Series, Class or Tranche specifying (i) the date upon which final payment of such Series, Class or Tranche will be made upon presentation and surrender of Notes of such Series, Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States). The Indenture Trustee shall give such notice to the Note Registrar and the Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Class or Tranche of Notes (or the termination of the Issuer), except as otherwise provided in this paragraph, all funds then on deposit in any Issuer Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificated. In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 six (6) months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States). If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts of the applicable Asset Pool held for the benefit of such Noteholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two (2) years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. (a) The Issuer Servicer shall give the Indenture Trustee at least 30 thirty (30) days prior written notice of the Payment Date on which the Noteholders of any Series, Class series or Tranche class may surrender their Notes for payment of the final distribution on and cancellation of such Notes. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide notice to Noteholders of such Series, Class series or Tranche class specifying (i) the date upon which final payment of such Series, Class series or Tranche class will be made upon presentation and surrender of Notes of such Series, Class series or Tranche class at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States). The Indenture Trustee shall give such notice to the Note Registrar and the Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Class series or Tranche of Notes class (or the termination of the Issuer), except as otherwise provided in this paragraph, all funds then on deposit in any Issuer Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificated. In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 six (6) months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States). If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts Account held for the benefit of such Noteholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two (2) years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. (a) The Issuer Servicer shall give the Indenture Trustee at least 30 days written notice of the Payment Date on which the Noteholders of any Series, Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such Notes at least 2 Business Days prior to the fifth day of the month in which the final distribution is to occur with respect to such Notes. Not later than the fifth day of the month in which the final distribution in respect of such Series, Class or Tranche of Notes is payable to Noteholders, the Indenture Trustee shall provide notice to Noteholders of such Series, Class or Tranche specifying (i) the date upon which final payment of such Series, Class or Tranche of Notes will be made upon presentation and surrender of Notes of such Series, Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States). The Indenture Trustee shall give such notice to the Note Registrar and the Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders Holders of any Series, Class or Tranche of Notes (or the termination of the IssuerIssuing Entity), except as otherwise provided in this paragraphclause, all funds then on deposit in any Issuer Bank Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificated. In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States). If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts Bank Account held for the benefit of such Noteholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer Issuing Entity any monies held by them for the payment of principal or interest that remains unclaimed for two 2 years. After payment to the IssuerIssuing Entity, Noteholders entitled to the money must look to the Issuer Issuing Entity for payment as unsecured general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. (a) The Issuer shall give the Indenture Trustee at least 30 days thirty (30) days’ prior written notice of the Payment Date on which the Noteholders of any Series, Series or Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such Notes. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to Noteholders, the Indenture Trustee or the Paying Agent shall provide notice to Noteholders of such Series, Series or Class or Tranche and each Derivative Counterparty (if applicable) specifying (i) the date upon which final payment of such Series, Series or Class or Tranche will be made upon presentation and surrender of Notes of such Series, Series or Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States)specified. The Indenture Trustee shall give such notice to the Note Registrar and the Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Series or Class or Tranche of Notes (or the termination of the Issuer), except as otherwise provided in this paragraph, all funds then on deposit in any Issuer Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificatedsuch Notes are Definitive Notes. In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 six (6) months after the date specified in the notice from the Indenture Trustee described in paragraph clause (a), the Indenture Trustee shall give a second (2nd) notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States)thereto. If within one year after the second (2nd) notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof (including costs related to giving the second (2nd) notice) shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts held for the benefit of such Noteholdersand Funding Account. The Indenture Trustee and the Paying Agent shall pay to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two (2) years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. (a) The Issuer shall give the Indenture Trustee at least 30 thirty (30) days prior written notice of the Payment Date on which the Noteholders of any Series, Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such Notes. Not later than the fifth day of the month in which the final distribution in respect of such Series, Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide notice to Noteholders of such Series, Class or Tranche specifying (i) the date upon which final payment of such Series, Class or Tranche will be made upon presentation and surrender of Notes of such Series, Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States)specified. The Indenture Trustee shall give such notice to the Note Registrar and the Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Class or Tranche of Notes (or the termination of the Issuer), except as otherwise provided in this paragraph, all funds then on deposit in any Issuer Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificatedsuch Notes are Definitive Notes. In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 six (6) months after the date specified in the notice from the Indenture Trustee described in paragraph clause (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States)thereto. If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof (including costs related to giving the second notice) shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts held for the benefit of such Noteholdersand Funding Account. The Indenture Trustee and the Paying Agent shall pay to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two (2) years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. (a) The Issuer shall give the Indenture Trustee at least 30 days written notice of the Payment Date on which the Noteholders of any Series, Series or Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such Notes. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide notice to Noteholders of such Series, Series or Class or Tranche specifying (i) the date upon which final payment of such Series, Series or Class or Tranche will be made upon presentation and surrender of Notes of such Series, Series or Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States). The Indenture Trustee shall give such notice to the Note Registrar and the Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Series or Class or Tranche of Notes (or the termination of the Issuer), except as otherwise provided in this paragraph, all funds then on deposit in any Issuer Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificated. In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States). If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts held for the benefit of such Noteholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. (a) The Issuer Servicer shall give the Indenture Trustee at least 30 fifteen (15) days prior written notice of the Payment Date on which the Noteholders of any Series, Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such Notes. Not Such notice shall be accompanied by an Officer’s Certificate of the Servicer setting forth the information specified in Section 3.06 of the Sale and Servicing Agreement covering the period during the then-current calendar year through the date of such notice. To the extent practicable, not later than the fifth day of the month in which the five (5) Business Days prior to such final distribution in respect of such Series, Class or Tranche is payable to NoteholdersPayment Date, the Indenture Trustee shall provide notice to Noteholders of such Series, Class or Tranche specifying (i) the date upon which final payment of such Series, Class or Tranche the Notes will be made upon presentation and surrender of such Notes of such Series, Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date Payment Date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States)specified. The Indenture Trustee shall give such notice to the Note Registrar and (if other than the Paying Agent Indenture Trustee) at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Class or Tranche of Notes (or the termination of the Issuer), except as otherwise provided in this paragraphclause (b), all funds then on deposit in any Issuer the Collection Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, Noteholders and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificated. In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 six (6) months after the date specified in the notice from the Indenture Trustee described in paragraph clause (a)) above, the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States)thereto. If within one (1) year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, Notes pursuant to and the cost thereof shall be paid out of the funds as described in the Collection Account or any Supplemental Issuer Accounts held for the benefit of such NoteholdersSection 3.03. The Indenture Trustee and the Paying Agent shall pay to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two years(2) years pursuant to and as described in Section 3.03. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. (a) The Issuer Servicer shall give the Indenture Transferors and the Trustee at least 30 days written days' prior notice of the Payment Distribution Date on which the Noteholders Investor Certificateholders of any Series, Series or Class or Tranche may surrender their Notes Investor Certificates for payment of the final distribution on and cancellation of such NotesInvestor Certificates (or, in the event of a final distribution resulting from the application of Section 2.06, 9.01 or 10.01, notice of such Distribution Date promptly after the Servicer has determined that a final distribution will occur, if such determination is made less than 30 days prior to such Distribution Date). Such notice shall be accompanied by an Officer's Certificate of the Servicer setting forth the information specified in Section 3.05 covering the period during the then-current calendar year through the date of such notice. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to NoteholdersInvestor Certificateholders, the Indenture Trustee shall provide notice to Noteholders Investor Certificateholders of such Series, Series or Class or Tranche specifying (i) the date upon which final payment of such Series, Series or Class or Tranche will be made upon presentation and surrender of Notes Investor Certificates of such Series, Series or Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes Investor Certificates at the office or offices therein specified (which, in the case of Bearer NotesCertificates, shall be outside the United States). The Indenture Trustee shall give such notice to the Note Transfer Agent and Registrar and the Paying Agent at the time such notice is given to NoteholdersInvestor Certificateholders. (ab) Notwithstanding a final distribution to the Noteholders Investor Certificateholders of any Series, Series or Class or Tranche of Notes (or the termination of the IssuerTrust), except as otherwise provided in this paragraph, all funds then on deposit in the Collection Account and any Issuer Series Account allocated to such Noteholders Investor Certificateholders shall continue to be held in trust for the benefit of such Noteholders, Investor Certificateholders and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders Investor Certificateholders upon surrender of their NotesInvestor Certificates, if certificatedcertificated (and any excess shall be paid in accordance with the terms of any Enhancement Agreement). In the event that all such Noteholders Investor Certificateholders shall not surrender their Notes Investor Certificates for cancellation within 6 six months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders Investor Certificateholders to surrender their Notes Investor Certificates for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer NotesCertificates, shall be outside the United States). If within one year after the second notice all such Notes Investor Certificates shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders Investor Certificateholders concerning surrender of their NotesInvestor Certificates, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts Series Account held for the benefit of such NoteholdersInvestor Certificateholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer Transferors any monies held by them for the payment of principal or interest that remains unclaimed for two years. After payment to the IssuerTransferor, Noteholders Investor Certificateholders entitled to the money must look to the Issuer Transferors for payment as general creditors unless an applicable abandoned property law designates another Person. (c) In the event that the Invested Amount with respect to any Series is greater than zero on its Series Termination Date (after giving effect to deposits and distributions otherwise to be made on such Series Termination Date) the Trustee will sell or cause to be sold on such Series Termination Date an amount of Principal Receivables (or interests therein) equal to 100% of the Invested Amount with respect to such Series on such Series Termination Date plus related Finance Charge Receivables (after giving effect to such deposits and distributions); provided, however, that in no event shall such amount exceed the Series Allocation Percentage of Receivables with respect to such Series on such Series Termination Date. The proceeds (the "Termination Proceeds") from such sale shall be immediately deposited into the Collection Account for such Series. The Termination Proceeds shall be allocated and distributed to Investor Certificateholders of such Series in accordance with the terms of the applicable Supplement.

Final Distribution. (a) The Master Servicer on behalf of the Issuer shall give the Indenture Trustee at least 30 15 days written prior notice of the Payment Distribution Date on which the Noteholders of any Series, Series or Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such Notes. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide notice to the Noteholders of such Series, Series or Class or Tranche specifying (i) the date upon which final payment of such Series, Series or Class or Tranche will be made upon presentation and surrender of Notes (if required) of such Series, Series or Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States)specified. The Indenture Trustee shall give such notice to the Note Registrar and the Note Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Class Series or Tranche of Notes (or the termination of the Issuer)Class, except as otherwise provided in this paragraph, all funds then on deposit in the Master Collection Account and any Issuer Series Trust Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, and the Note Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificated. In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 six months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States)thereto. If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts account held for the benefit of such Noteholders. The Indenture Trustee and the Note Paying Agent shall upon written request pay to the related Issuer any monies moneys held by them for the payment of principal or interest that remains unclaimed for two years. After payment to the Issuerrelated Issuers, Noteholders entitled to the money must look to the Issuer related Issuers for payment as general unsecured creditors unless an applicable abandoned property law designates another PersonPerson and all liability of the Indenture Trustee or such Note Paying Agent with respect to such trust money shall thereupon cease. (c) Any notice required or permitted to be given to a Holder of Registered Notes shall be given by first-class mail, postage prepaid, at the address of such Holder as shown in the Note Register.

Final Distribution. The Issuer (a) Servicer shall give the Indenture Trustee and the Rating Agencies at least 30 thirty (30) days prior written notice of the Payment Distribution Date on which the Noteholders of any Series, Series or Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such NotesNotes (or, in the event of a final distribution resulting from the application of Section 2.06 or 7.01 of the Transfer and Servicing Agreement or Section 5.05, notice of such Distribution Date promptly after Servicer has determined that a final distribution will occur, if such determination is made less than thirty (30) days prior to such Distribution Date). Such notice shall be accompanied by an Officer’s Certificate setting forth the information specified in Section 3.05 of the Transfer and Servicing Agreement covering the period during the then-current calendar year through the date of such notice. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide notice to Noteholders of such Series, Series or Class or Tranche specifying (i) the date upon which final payment of such Series, Series or Class or Tranche will be made upon presentation and surrender of Notes of such Series, Series or Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, which in the case of Bearer Notes, Notes shall be outside the United States). The Indenture Trustee shall give such notice to the Note Transfer Agent and Registrar and the Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Series or Class or Tranche of Notes (or the termination of the Issuer), except as otherwise provided in this paragraph, all funds then on deposit in the Collection Account and any Issuer Series Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificatedcertificated (and any excess shall be paid in accordance with the terms of any applicable Enhancement Agreement and the applicable Indenture Supplement). In the event that If all such Noteholders shall not surrender their Notes for cancellation within 6 six (6) months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States). If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts Series Account held for the benefit of such Noteholders. The Indenture Trustee and and, upon the written request of Servicer, Paying Agent shall pay to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two (2) years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. (a) The Issuer shall Servicer will give the Indenture Trustee at least 30 days days' prior written notice of the Payment Date on which the Noteholders of any Series, Series or Class or Tranche may surrender their Notes for final payment of the final distribution on and cancellation of such NotesNotes (or, in the event of a final payment resulting from the application of Section 2.03(c) or 6.01 of the Transfer and Servicing Agreement, notice of such Payment Date promptly after the Servicer has determined that a final distribution will occur, if such determination is made less than 30 days prior to such Payment Date). Such notice must be accompanied by an Officer's Certificate setting forth the information specified in Section 3.04 of the Transfer and Servicing Agreement covering the period during the then current calendar year through the date of such notice. Not later less than 15 nor more than 30 days prior to the fifth day of the month in date on which the final distribution in respect of such Series, Series or Class or Tranche is payable to Noteholders, the Indenture Trustee shall will provide notice to Noteholders of such Series, Series or Class or Tranche specifying (i) the date upon which final payment of such Series, Series or Class or Tranche will be made upon presentation and surrender of Notes of such Series, Series or Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States)specified. The Indenture Trustee shall will give such notice to the Note Transfer Agent and Registrar and the Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Series or Class or Tranche of Notes (or the termination of the Issuer), except as otherwise provided in this paragraph, all funds then on deposit in the Collection Account and any Issuer Series Account that have been allocated to such Noteholders shall will continue to be held in trust for the benefit of such Noteholders, Noteholders and the Paying Agent or the Indenture Trustee shall will pay such funds to such Noteholders upon surrender of their Notes, if certificatedcertificated (and any excess will be paid in accordance with the terms of any Series Enhancement Agreement). In the event that all such Noteholders shall do not surrender their Notes for cancellation within 6 six months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall will give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States)thereto. If within one year after the second notice all such Notes shall have not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall will be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts Series Account held for the benefit of such Noteholders. The Indenture Trustee and the Paying Agent shall will pay to the Issuer Transferor any monies held by them for the payment of principal or interest that remains unclaimed for two years. Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Note and remaining unclaimed after such amount has become due and payable and after the Indenture Trustee has taken the steps described in this paragraph shall be discharged from such trust and be paid to Children's Hospital Los Angeles upon presentation thereto of an Issuer Request. After payment to the IssuerTransferor, Noteholders entitled to the money must look to the Issuer Transferor for payment as general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. (a) The Issuer Servicer shall give the Indenture Trustee at least 30 days written days' prior notice of the Payment Distribution Date on which the Noteholders Investor Certificateholders of any Series, Series or Class or Tranche may surrender their Notes Investor Certificates for payment of the final distribution on and cancellation of such NotesInvestor Certificates (or, in the event of a final distribution resulting from the application of Section 2.06, 9.01 or 10.01, notice of such Distribution Date promptly after the Servicer has determined that a final distribution will occur, if such determination is made less than 30 days prior to such Distribution Date). Such notice shall be accompanied by an Officer's Certificate setting forth the information specified in Section 3.05 covering the period during the then-current calendar year through the date of such notice. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to NoteholdersInvestor Certificateholders, the Indenture Trustee shall provide notice to Noteholders Investor Certificateholders of such Series, Series or Class or Tranche specifying (i) the date upon which final payment of such Series, Series or Class or Tranche will be made upon presentation and surrender of Notes Investor Certificates of such Series, Series or Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes Investor Certificates at the office or offices therein specified (which, in the case of Bearer NotesCertificates, shall be outside the United States). The Indenture Trustee shall give such notice to the Note Transfer Agent and Registrar and the Paying Agent at the time such notice is given to NoteholdersInvestor Certificateholders. (ab) Notwithstanding a final distribution to the Noteholders Investor Certificateholders of any Series, Series or Class or Tranche of Notes (or the termination of the IssuerTrust), except as otherwise provided in this paragraph, all funds then on deposit in the Collection Account and any Issuer Series Account allocated to such Noteholders Investor Certificateholders shall continue to be held in trust for the benefit of such Noteholders, Investor Certificateholders and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders Investor Certificateholders upon surrender of their NotesInvestor Certificates, if certificatedcertificated (and any excess shall be paid in accordance with the terms of any Enhancement Agreement). In the event that all such Noteholders Investor Certificateholders shall not surrender their Notes Investor Certificates for cancellation within 6 six months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders Investor Certificateholders to surrender their Notes Investor Certificates for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer NotesCertificates, shall be outside the United States). If within one year after the second notice all such Notes Investor Certificates shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders Investor Certificateholders concerning surrender of their NotesInvestor Certificates, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts Series Account held for the benefit of such NoteholdersInvestor Certificateholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer Transferor any monies held by them for the payment of principal or interest that remains unclaimed for two years. After payment to the IssuerTransferor, Noteholders Investor Certificateholders entitled to the money must look to the Issuer Transferor for payment as general creditors unless an applicable abandoned property law designates another Person. (c) In the event that the Invested Amount with respect to any Series is greater than zero on its Series Termination Date (after giving effect to deposits and distributions otherwise to be made on such Series Termination Date) the Trustee will sell or cause to be sold on such Series Termination Date an amount of Principal Receivables (or interests therein) equal to 100% of the Invested Amount with respect to such Series on such Series Termination Date plus related Finance Charge Receivables (after giving effect to such deposits and distributions); provided, however, that in no event shall such amount exceed the Series Allocation Percentage of Receivables with respect to such Series on such Series Termination Date. The proceeds (the "Termination Proceeds") from such sale shall be immediately deposited into the Collection Account for such Series. The Termination Proceeds shall be allocated and distributed to Investor Certificateholders of such Series in accordance with the terms of the applicable Supplement.

Final Distribution. (a) The Master Servicer on behalf of the Issuer shall give the Indenture Trustee at least 30 15 days prior written notice of the Payment Distribution Date (or other date) on which the Noteholders of any Series, Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such Notes. Not later than the fifth day of the month in which the final distribution in respect of such Series, Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide notice to the Noteholders of such Series, Class or Tranche specifying (i) the date upon which final payment of such Series, Class or Tranche will be made upon presentation and surrender of Notes (if required) of such Series, Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, specified. Unless it is serving in the case of Bearer Notesrelated functions, shall be outside the United States). The Indenture Trustee shall give such notice to the Note Registrar and the Note Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Class or Tranche of Notes (or the termination of the Issuer)Class, except as otherwise provided in this paragraph, all funds then on deposit in any Issuer the Collection Account allocated to such Noteholders and the Trust Accounts shall continue to be held in trust for the benefit of such Noteholders, and the Note Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificated. In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 six months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States)thereto. If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts account held for the benefit of such Noteholders. The Indenture Trustee and the Note Paying Agent shall upon written request pay to the Issuer any monies moneys held by them for the payment of principal or interest that remains unclaimed for two years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general unsecured creditors unless an applicable abandoned property law designates another PersonPerson and all liability of the Insurer under the Note Policy, the Indenture Trustee or such Note Paying Agent with respect to such trust money shall thereupon cease. (c) Any notice required or permitted to be given to a Holder of Registered Notes shall be given by first-class mail, postage prepaid, at the address of such Holder as shown in the Note Register.

Final Distribution. (a) The Issuer Servicer shall give the Indenture Trustee at least 30 days written notice of the Payment Date on which the Noteholders of any Series, Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such Notes at least 2 Business Days prior to the fifth day of the month in which the final distribution is to occur with respect to such Notes. Not later than the fifth day of the month in which the final distribution in respect of such Series, Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide notice to Noteholders of such Series, Class or Tranche specifying (i) the date upon which final payment of such Series, Class or Tranche will be made upon presentation and surrender of Notes of such Series, Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States). The Indenture Trustee shall give such notice to the Note Registrar and the Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Class or Tranche of Notes (or the termination of the Issuer), except as otherwise provided in this paragraphclause, all funds then on deposit in any Issuer Bank Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificated. In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States). If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts Bank Account held for the benefit of such Noteholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two 2 years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. (a) The Issuer Servicer shall give the Indenture Trustee at least 30 thirty (30) days prior written notice of the Payment Date on which the Noteholders of any Series, Class series or Tranche class may surrender their Notes for payment of the final distribution on and cancellation of such Notes. Not later than the fifth day of the month in which the final distribution in respect of such Series, Class series or Tranche class is payable to Noteholders, the Indenture Trustee shall provide notice to Noteholders of such Series, Class series or Tranche class specifying (i) the date upon which final payment of such Series, Class series or Tranche class will be made upon presentation and surrender of Notes of such Series, Class series or Tranche class at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States). The Indenture Trustee shall give such notice to the Note Registrar and the Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Class series or Tranche of Notes class (or the termination of the Issuer), except as otherwise provided in this paragraph, all funds then on deposit in any Issuer Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificated. In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 six (6) months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States). If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Account, the Excess Funding Account or any Supplemental Issuer Accounts Account held for the benefit of such Noteholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two (2) years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. (a) The Issuer Servicer shall give the Indenture Trustee at least 30 days written days' prior notice of the Payment Distribution Date on which the Noteholders of any Series, Series or Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such NotesNotes (or, in the event of a final distribution resulting from the application of Section 2.06, 6.01 or 7.01 of the Transfer and Servicing Agreement, notice of such Distribution Date promptly after the Servicer has determined that a final distribution will occur, if such determination is made less than 30 days prior to such Distribution Date). Such notice shall be accompanied by an Officer's Certificate setting forth the information specified in Section 3.05 of the Transfer and Servicing Agreement covering the period during the then-current calendar year through the date of such notice. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide notice to Noteholders of such Series, Series or Class or Tranche specifying (i) the date upon which final payment of such Series, Series or Class or Tranche will be made upon presentation and surrender of Notes of such Series, Series or Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States). The Indenture Trustee shall give such notice to the Note Transfer Agent and Registrar and the Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Series or Class or Tranche of Notes (or the termination of the IssuerTrust), except as otherwise provided in this paragraph, all funds then on deposit in the Collection Account and any Issuer Series Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificatedcertificated (and any excess shall be paid in accordance with the terms of any Enhancement Agreement). In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 six months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States). If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts Series Account held for the benefit of such Noteholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer Transferor any monies held by them for the payment of principal or interest that remains unclaimed for two years. After payment to the IssuerTransferor, Noteholders entitled to the money must look to the Issuer Transferor for payment as general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. (a) The Issuer Servicer shall give the Indenture Trustee at least 30 days written prior notice of the Payment Distribution Date on which the Noteholders Investor Certificateholders of any Series, Series or Class or Tranche may surrender their Notes Investor Certificates for payment of the final distribution on and cancellation of such NotesInvestor Certificates (or, in the event of a final distribution resulting from the application of Section 2.06, 9.01 or 10.01, notice of such Distribution Date promptly after Servicer has determined that a final distribution will occur, if such determination is made less than 30 days prior to such Distribution Date). Such notice shall be accompanied by an Officer’s Certificate setting forth the information specified in Section 3.05 covering the period during the then-current calendar year through the date of such notice. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to NoteholdersInvestor Certificateholders, the Indenture Trustee shall provide notice to Noteholders Investor Certificateholders of such Series, Series or Class or Tranche specifying (i) the date upon which final payment of such Series, Series or Class or Tranche will be made upon presentation and surrender of Notes Investor Certificates of such Series, Series or Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes Investor Certificates at the office or offices therein specified (which, in the case of Bearer NotesCertificates, shall be outside the United States). The Indenture Trustee shall give such notice to the Note Transfer Agent and Registrar and the Paying Agent at the time such notice is given to NoteholdersInvestor Certificateholders. (ab) Notwithstanding a final distribution to the Noteholders Investor Certificateholders of any Series, Series or Class or Tranche of Notes (or the termination of the IssuerTrust), except as otherwise provided in this paragraph, all funds then on deposit in the Collection Account and any Issuer Series Account allocated to such Noteholders Investor Certificateholders shall continue to be held in trust for the benefit of such Noteholders, Investor Certificateholders and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders Investor Certificateholders upon surrender of their Notes, if certificatedInvestor Certificates (and any excess shall be paid in accordance with the terms of any Enhancement Agreement). In the event that all such Noteholders Investor Certificateholders shall not surrender their Notes Investor Certificates for cancellation within 6 six months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders Investor Certificateholders to surrender their Notes Investor Certificates for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer NotesCertificates, shall be outside the United States). If within one year after the second notice all such Notes Investor Certificates shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders Investor Certificateholders concerning surrender of their NotesInvestor Certificates, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts Series Account held for the benefit of such NoteholdersInvestor Certificateholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer Sellers any monies held by them for the payment of principal or interest that remains unclaimed for two years. After payment to the IssuerSellers, Noteholders Investor Certificateholders entitled to the money must look to the Issuer Sellers for payment as general creditors unless an applicable abandoned property law designates another Person. (c) In the event that the Invested Amount with respect to any Series is greater than zero on its Termination Date (after giving effect to deposits and distributions otherwise to be made on such Termination Date), the Trustee will sell or cause to be sold on such Termination Date Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to 110% of the Invested Amount with respect to such Series on such Termination Date (after giving effect to such deposits and distributions; provided, however, that in no event shall such amount exceed such Series’ Series Allocation Percentage of Receivables on such Termination Date). The proceeds (the “Termination Proceeds”) from such sale shall be immediately deposited into the Collection Account for the benefit of the Investor Certificateholders of such Series. The Termination Proceeds shall be allocated and distributed to Investor Certificateholders of such Series in accordance with the terms of the applicable Supplement.

Final Distribution. (a) The Issuer Transferor shall give the Indenture Trustee at least 30 thirty (30) days prior written notice of the Payment Date on which the Noteholders of any Seriesseries, Class class or Tranche tranche may surrender their Notes for payment of the final distribution on and cancellation of such Notes. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide notice to Noteholders of such Seriesseries, Class class or Tranche tranche specifying (i) the date upon which final payment of such Seriesseries, Class class or Tranche tranche will be made upon presentation and surrender of Notes of such Seriesseries, Class class or Tranche tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States). The Indenture Trustee shall give such notice to the Note Registrar and the Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Seriesseries, Class class or Tranche of Notes tranche (or the termination of the Issuer), except as otherwise provided in this paragraph, all funds then on deposit in any Issuer Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificated. In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 six (6) months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States). If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts Account held for the benefit of such Noteholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two (2) years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. (a) The Issuer Master Servicer shall give the Indenture Trustee at least 30 15 days written prior notice of the Payment Distribution Date on which the Noteholders of any Series, Series or Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such Notes. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide notice to the Noteholders of such Series, Series or Class or Tranche specifying (i) the date upon which final payment of such Series, Series or Class or Tranche will be made upon presentation and surrender of Notes (if required) of such Series, Series or Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States)specified. The Indenture Trustee shall give such notice to the Note Registrar and the Note Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Class Series or Tranche of Notes (or the termination of the Issuer)Class, except as otherwise provided in this paragraph, all funds then on deposit in the Master Collection Account and any Issuer Series Trust Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, and the Note Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificated. In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 six months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States)thereto. If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts account held for the benefit of such Noteholders. The Indenture Trustee and the Note Paying Agent shall upon written request pay to the related Issuer any monies moneys held by them for the payment of principal or interest that remains unclaimed for two years. After payment to the Issuerrelated Issuers, Noteholders entitled to the money must look to the Issuer related Issuers for payment as general unsecured creditors unless an applicable abandoned property law designates another PersonPerson and all liability of the Trustee or such Note Paying Agent with respect to such trust money shall thereupon cease. (c) Any notice required or permitted to be given to a Holder of Registered Notes shall be given by first-class mail, postage prepaid, at the address of such Holder as shown in the Note Register.

Final Distribution. (a) The Issuer Servicer shall give the Indenture Trustee at least 30 days thirty (30) days' prior written notice of the Payment Date on which the Noteholders of any Series, Series or Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such NotesNotes (or, in the event of a final distribution resulting from the application of Section 2.06 or 8.01 of the Transfer and Servicing Agreement, notice of such Payment Date promptly after the Servicer has determined that a final distribution will occur, if such determination is made less than thirty (30) days prior to such Payment Date). Such notice shall be accompanied by an Officer's Certificate setting forth the information specified in Section 3.05 of the Transfer and Servicing Agreement covering the period during the then-current calendar year through the date of such notice. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide notice to Noteholders of such Series, Series or Class or Tranche specifying (i) the date upon which final payment of such Series, Series or Class or Tranche will be made upon presentation and surrender of Notes of such Series, Series or Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date Payment Date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States). The Indenture Trustee shall give such notice to the Note Registrar and the Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Series or Class or Tranche of Notes (or the termination of the Issuer), except as otherwise provided in this paragraph, all funds then on deposit in the Collection Account and any Issuer Series Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, Noteholders and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificatedcertificated (and any excess shall be paid in accordance with the terms of the Indenture Supplement and Series Enhancement, if any, for such Series or Class). In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 six (6) months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States). If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, Notes pursuant to and the cost thereof shall be paid out of the funds as described in the Collection Account or any Supplemental Issuer Accounts held for the benefit of such Noteholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another PersonSECTION 3.

Final Distribution. The Issuer shall give (a) Upon receiving notice from the Indenture Trustee at least 30 days written notice Servicer of the Payment Distribution Date (or other date) on which the Noteholders of any Series, Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such Notes. Not later than the fifth day of the month in which the final distribution in respect of such Series, Class or Tranche is payable to Noteholders, the Indenture Trustee Administrator shall provide notice to the Noteholders of such Series, Class or Tranche specifying (i) the date upon which final payment of such Series, Class or Tranche will be made upon presentation and surrender of Notes (if required) of such Series, Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, specified. The Administrator will notify the Noteholders of the date for payment of the final distribution on and cancellation of such Notes not later than two days before such date. Unless it is serving in the case of Bearer Notesrelated functions, shall be outside the United States). The Indenture Trustee Administrator shall give a copy of such notice to the Indenture Trustee, the Note Registrar and the Note Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Class or Tranche of Notes (or the termination of the Issuer)Class, except as otherwise provided in this paragraph, all funds then on deposit in any Issuer the Collection Account allocated to such Noteholders and the Trust Accounts shall continue to be held in trust for the benefit of such Noteholders, and the Note Paying Agent or the Indenture Trustee Administrator shall pay such funds to such Noteholders upon surrender of their Notes, if certificated. In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 six months after the date specified in the notice from the Indenture Trustee Administrator described in paragraph (a), the Indenture Trustee Administrator shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States)thereto. If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts account held for the benefit of such Noteholders. The Indenture Trustee Administrator and the Note Paying Agent shall upon written request pay to the Issuer any monies moneys held by them for the payment of principal or interest that remains unclaimed for two years. After payment to the Issuer, Noteholders entitled to the money such monies must look to the Issuer for payment as general creditors unsecured creditors, unless an applicable abandoned property law designates another PersonPerson and all liability of the Indenture Trustee, the Administrator or such Note Paying Agent with respect to such trust monies shall thereupon cease. (c) Any notice required or permitted to be given to a Holder of Registered Notes shall be given by first-class mail, postage prepaid, at the address of such Holder as shown in the Note Register.

Final Distribution. (a) The Issuer Servicer shall give the Indenture Trustee at least 30 thirty (30) days prior written notice of the Payment Date on which the Noteholders of any Series, Class series or Tranche class may surrender their Notes for payment of the final distribution on and cancellation of such Notes. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide notice to Noteholders of such Series, Class series or Tranche class specifying (i) the date upon which final payment of such Series, Class series or Tranche class will be made upon presentation and surrender of Notes of such Series, Class series or Tranche class at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States)specified. The Indenture Trustee shall give such notice to the Note Registrar and the Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Class series or Tranche of Notes class (or the termination of the Issuer), except as otherwise provided in this paragraph, all funds then on deposit in any Issuer Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificated. In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 six (6) months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States)thereto. If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts Account held for the benefit of such Noteholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two (2) years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. (a) The Issuer Servicer shall give the Indenture Trustee at least 30 days written prior notice of the Payment Distribution Date on which the Noteholders Investor Certificateholders of any Series, Series or Class or Tranche may surrender their Notes Investor Certificates for payment of the final distribution on and cancellation of such NotesInvestor Certificates (or, in the event of a final distribution resulting from the application of Section 2.03 or 9.01, notice of such Distribution Date promptly after Servicer has determined that a final distribution will occur, if such determination is made less than 30 days prior to such Distribution Date). Such notice shall be accompanied by an Officer's Certificate setting forth the information specified in Section 3.05 covering the period during the then-current calendar year through the date of such notice. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to NoteholdersInvestor Certificateholders, the Indenture Trustee shall provide notice to Noteholders Investor Certificateholders of such Series, Series or Class or Tranche specifying (i) the date upon which final payment of such Series, Series or Class or Tranche will be made upon presentation and surrender of Notes Investor Certificates of such Series, Series or Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes Investor Certificates at the office or offices therein specified (which, in the case of Bearer NotesCertificates, shall be outside the United States). The Indenture Trustee shall give such notice to the Note Transfer Agent and Registrar and the Paying Agent Rating Agencies at the time such notice is given to NoteholdersInvestor Certificateholders. (ab) Notwithstanding a final distribution to the Noteholders Investor Certificateholders of any Series, Series or Class or Tranche of Notes (or the termination of the IssuerTrust), except as otherwise provided in this paragraph, all funds then on deposit in the Collection Account and any Issuer Series Account allocated to such Noteholders Investor Certificateholders shall continue to be held in trust for the benefit of such Noteholders, Investor Certificateholders and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders Investor Certificateholders upon surrender of their Notes, if certificatedInvestor Certificates (and any excess shall be paid in accordance with the terms of any Enhancement Agreement). In the event that all such Noteholders Investor Certificateholders shall not surrender their Notes Investor Certificates for cancellation within 6 six months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders Investor Certificateholders to surrender their Notes Investor Certificates for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer NotesCertificates, shall be outside the United States). If within one year after the second notice all such Notes Investor Certificates shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders Investor Certificateholders concerning surrender of their NotesInvestor Certificates, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts Series Account held for the benefit of such NoteholdersInvestor Certificateholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer Seller any monies held by them it for the payment of principal or interest that remains remain unclaimed for two years. After payment to the IssuerSeller, Noteholders Investor Certificateholders entitled to the money must look to the Issuer Seller for payment as general creditors unless an applicable abandoned property law designates another Person. (c) In the event that the Invested Amount with respect to any Series is greater than zero on its Termination Date (after giving effect to deposits and distributions otherwise to be made on such Termination Date), the Trustee will sell or cause to be sold on such Termination Date Receivables (or interests therein) in an amount equal to the sum of (i) 1105 of the Invested Amount with respect to such Series on such Termination Date (after giving effect to such deposits and distributions) and (ii) the Available Subordinated Amount with respect to such Series on the preceding Determination Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on the Distribution Date following such Determination Date); provided, however, that in no event shall such amount exceed such Series' Series Allocation Percentage (for the Collection Period in which such Termination Date occurs) of Receivables on such Termination Date. The proceeds (the "Termination Proceeds") from such sale shall be immediately deposited into the Collection Account for the benefit of the Investor Certificateholders of such Series. The Termination Proceeds shall be allocated and distributed to the Investor Certificateholders of such Series in accordance with the terms of the applicable Supplement.

Final Distribution. (a) The Issuer Servicer shall give the Indenture Trustee and the Rating Agencies at least 30 thirty (30) days prior written notice of the Payment Distribution Date on which the Noteholders of any Series, Series or Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such NotesNotes (or, in the event of a final distribution resulting from the application of Section 2.6 of the Transfer ----------- and Servicing Agreement, notice of such Distribution Date promptly after the Servicer has determined that a final distribution will occur, if such determination is made less than thirty (30) days prior to such Distribution Date). Such notice shall be accompanied by an Officer's Certificate setting forth the information specified in Section 3.5 of the Transfer and Servicing ----------- Agreement covering the period during the then-current calendar year through the date of such notice. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide notice to Noteholders of such Series, Series or Class or Tranche specifying (i) the date upon which final payment of such Series, Series or Class or Tranche will be made upon presentation and surrender of Notes of such Series, Series or Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, which in the case of Bearer Notes, Notes shall be outside the United States). The Indenture Trustee shall give such notice to the Note Transfer Agent and Registrar and the Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Series or Class or Tranche of Notes (or the termination of the Issuer), except as otherwise provided in this paragraph, all funds then on deposit in the Collection Account and any Issuer Series Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, Noteholders and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificatedcertificated (and any excess shall be paid in accordance with the terms of any Enhancement Agreement). In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 six (6) months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States). If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts Series Account held for the benefit of such Noteholders. The Indenture Trustee and and, upon the written request of the Servicer, the Paying Agent shall pay to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two (2) years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. (a) The Issuer Servicer shall give the Indenture Trustee at least 30 days thirty (30) days’ prior written notice of the Payment Date on with respect to which the Noteholders of any Series, Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such Notes. Not Such notice to the Indenture Trustee shall be accompanied by an Officer’s Certificate of the Servicer setting forth the information specified in Section 3.09 covering the period during the then-current calendar year through the date of such notice. To the extent practicable, not later than the fifth day of the month in which the ten (10) Business Days prior to such final distribution in respect of such Series, Class or Tranche is payable to NoteholdersPayment Date, the Indenture Trustee shall provide notice to Noteholders of such Series, Class or Tranche specifying (i) the date Payment Date upon which final payment of such Series, Class or Tranche the Notes will be made upon presentation and surrender of such Notes of such Series, Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment payment, to be made in accordance with Section 8.06, and (iii) that the Record Date otherwise applicable to such payment date Payment Date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States)specified. The Indenture Trustee shall give such notice to the Note Registrar and (if other than the Paying Agent Indenture Trustee) at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Class or Tranche of Notes (or the termination of the Issuer), except as otherwise provided in this paragraphparagraph (b), all funds then on deposit in any Issuer the Collection Account allocated to such Noteholders and the Reserve Account on the final Payment Date, shall continue to be held in trust for the benefit of such Noteholders, Noteholders and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificatedNotes in accordance with the written direction of the Servicer given pursuant to Section 8.06. In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 six (6) months after the date specified in the notice from the Indenture Trustee described in paragraph (a)) above, the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States)thereto. If within one (1) year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their NotesNotes pursuant to and as described in Section 3.03. Subject to applicable escheat laws, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts held for the benefit of such Noteholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer any monies held by them it for the payment of principal or interest that remains unclaimed for two years(2) years pursuant to and as described in Section 3.03. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person. (c) Any time prior to the Note Initial Increase Date, the Issuer, with the written consent of the Administrative Agent, may terminate this Indenture by Issuer Order to the Indenture Trustee with instructions providing for such termination.

Final Distribution. (a) The Issuer Servicer shall give the Indenture Trustee at least 30 days written prior notice of the Payment Distribution Date on which the Noteholders Investor Certificateholders of any Series, Series or Class or Tranche may surrender their Notes Investor Certificates for payment of the final distribution on and cancellation of such NotesInvestor Certificates (or, in the event of a final distribution resulting from the application of Section 2.03 or 9.01, notice of such Distribution Date promptly after Servicer has determined that a final distribution will occur, if such determination is made less than 30 days prior to such Distribution Date). Such notice shall be accompanied by an Officer's Certificate setting forth the information specified in Section 3.05 covering the period during the then-current calendar year through the date of such notice. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to NoteholdersInvestor Certificateholders, the Indenture Trustee shall provide notice to Noteholders Investor Certificateholders of such Series, Series or Class or Tranche specifying (i) the date upon which final payment of such Series, Series or Class or Tranche will be made upon presentation and surrender of Notes Investor Certificates of such Series, Series or Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes Investor Certificates at the office or offices therein specified (which, in the case of Bearer NotesCertificates, shall be outside the United States). The Indenture Trustee shall give such notice to the Note Transfer Agent and Registrar and the Paying Agent Rating Agencies at the time such notice is given to NoteholdersInvestor Certificateholders. (ab) Notwithstanding a final distribution to the Noteholders Investor Certificateholders of any Series, Series or Class or Tranche of Notes (or the termination of the IssuerTrust), except as otherwise provided in this paragraph, all funds then on deposit in the Collection Account and any Issuer Series Account allocated to such Noteholders Investor Certificateholders shall continue to be held in trust for the benefit of such Noteholders, Investor Certificateholders and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders Investor Certificateholders upon surrender of their Notes, if certificatedInvestor Certificates (and any excess shall be paid in accordance with the terms of any Enhancement Agreement). In the event that all such Noteholders Investor Certificateholders shall not surrender their Notes Investor Certificates for cancellation cancelation within 6 six months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders Investor Certificateholders to surrender their Notes Investor Certificates for cancellation cancelation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer NotesCertificates, shall be outside the United States). If within one year after the second notice all such Notes Investor Certificates shall not have been surrendered for cancellationcancelation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders Investor Certificateholders concerning surrender of their NotesInvestor Certificates, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts Series Account held for the benefit of such NoteholdersInvestor Certificateholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer Seller any monies held by them it for the payment of principal or interest that remains remain unclaimed for two years. After payment to the IssuerSeller, Noteholders Investor Certificateholders entitled to the money must look to the Issuer Seller for payment as general creditors unless an applicable abandoned property law designates another Person. (c) In the event that the Invested Amount with respect to any Series is greater than zero on its Termination Date (after giving effect to deposits and distributions otherwise to be made on such Termination Date), the Trustee will sell or cause to be sold on such Termination Date Receivables (or interests therein) in an amount equal to the sum of (i) 1105 of the Invested Amount with respect to such Series on such Termination Date (after giving effect to such deposits and distributions) and (ii) the Available Subordinated Amount with respect to such Series on the preceding Determination Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on the Distribution Date following such Determination Date); provided, however, that in no event shall such amount exceed such Series' Series Allocation Percentage (for the Collection Period in which such Termination Date occurs) of Receivables on such Termination Date. The proceeds (the "Termination Proceeds") from such sale shall be immediately deposited into the Collection Account for the benefit of the Investor Certificateholders of such Series. The Termination Proceeds shall be allocated and distributed to the Investor Certificateholders of such Series in accordance with the terms of the applicable Supplement.

Final Distribution. (a) The Issuer shall Servicer will give the Indenture Trustee at least 30 days written days' prior notice of the Payment Distribution Date on which the Noteholders of any Series, Series or Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such NotesNotes (or, in the event of a final distribution resulting from the application of Section 2.03(c) or 6.01 of the Transfer and Servicing Agreement[s], notice of such Distribution Date promptly after the Servicer has determined that a final distribution will occur, if such determination is made less than 30 days prior to such Distribution Date). Such notice must be accompanied by an Officer's Certificate setting forth the information specified in Section 3.05 of the Transfer and Servicing Agreement[s] covering the period during the current calendar year through the date of such notice. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to Noteholders, the Indenture Trustee shall will provide notice to Noteholders of such Series, Series or Class or Tranche specifying (i) the date upon which final payment of such Series, Series or Class or Tranche will be made upon presentation and surrender of Notes of such Series, Series or Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall will be outside the United States). The Indenture Trustee shall will give such notice to the Note Transfer Agent and Registrar and the Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Series or Class or Tranche of Notes (or the termination of the Issuer), except as otherwise provided in this paragraph, all funds then on deposit in the Collection Account and any Issuer Series Account allocated to such Noteholders shall will continue to be held in trust for the benefit of such Noteholders, Noteholders and the Paying Agent or the Indenture Trustee shall will pay such funds to such Noteholders upon surrender of their Notes, if certificatedcertificated (and any excess will be paid in accordance with the terms of any Enhancement Agreement). In the event that If all such Noteholders shall do not surrender their Notes for cancellation within 6 six months after the date specified in the notice from the Indenture Trustee described in paragraph (aSection 11.02(a), the Indenture Trustee shall will give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall will be outside the United States). If within one year after the second notice all such Notes shall have not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall will be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts Series Account held for the benefit of such Noteholders. The Indenture Trustee and the Paying Agent shall will pay to the Issuer Transferor[s] any monies held by them for the payment of principal or interest that remains unclaimed for two years. After payment to the IssuerTransferor[s], any Noteholders entitled to the money must look to the Issuer Transferor[s] for payment as general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. (a) The Issuer Servicer shall give the Indenture Trustee and the Series Support Provider, if any, at least 30 days written prior notice of the Payment Settlement Date on which the Noteholders of any Series, Series or Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such Notes. Not later than the fifth day Business Day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to Noteholders, the Indenture Trustee (based solely on the information provided to the Trustee by the Servicer) shall provide notice to the Noteholders of such Series, Series or Class or Tranche specifying (i) the date upon which final payment of such Series, Series or Class or Tranche will be made upon presentation and surrender of Notes of such Series, Series or Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States). The Indenture Trustee shall give such notice to the Note Registrar and the Paying Agent (if it is not acting in either capacity) at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Class Series or Tranche of Notes (or the termination of the Issuer)Class, except as otherwise provided in this paragraph, all funds then on deposit in the applicable Facility Account and any Issuer Series Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, Noteholders and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificated. In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 six months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States). If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Series Account or any Supplemental Issuer Accounts held for the benefit of such the Noteholders. The Indenture Trustee and the Paying Agent shall upon written request pay to the Issuer related Obligors any monies moneys held by them for the payment of principal or interest that remains unclaimed for two years. After payment to the Issuerrelated Obligors, Noteholders entitled to the money must look to the Issuer related Obligors for payment as general creditors unless an applicable abandoned property law designates another Person. (c) Any notice required or permitted to be given to a Holder of Registered Notes shall be given by first-class mail, postage prepaid, at the address of such Holder as shown in the Note Register. No notice shall be required to be mailed to a Holder of Bearer Notes or Coupons but shall be given as provided below. Any notice so mailed within the time prescribed in this Master Agreement shall be conclusively presumed to have been duly given, whether or not the Noteholder receives such notice. In addition, (a) if and so long as any Series or Class is listed on the Luxembourg Stock Exchange and such Exchange shall so require, any notice to Noteholders shall be published in a newspaper of general circulation in Luxembourg within the time period prescribed in this Master Agreement and (b) in the case of any Series or Class with respect to which any Bearer Notes are outstanding, any notice required or permitted to be given to Noteholders of such Series or Class shall be published in an authorized newspaper within the time period prescribed in this Master Agreement.

Final Distribution. (a) The Issuer Servicer shall give the Indenture Trustee at least 30 days written prior notice of the Payment Distribution Date on which the Noteholders Investor Certificateholders of any Series, Series or Class or Tranche may surrender their Notes Investor Certificates for payment of the final distribution on and cancellation cancelation of such NotesInvestor Certificates (or, in the event of a final distribution resulting from the application of Section 2.06, 9.02 or 10.01, notice of such Distribution Date promptly after the Servicer has determined that a final distribution will occur, if such determination is made less than 30 days prior to such Distribution Date). Such notice shall be accompanied by an Officer's Certificate setting forth the information specified in Section 3.05 covering the period during the then-current calendar year through the date of such notice. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to NoteholdersInvestor Certificateholders, the Indenture Trustee shall provide notice to Noteholders Investor Certificateholders of such Series, Series or Class or Tranche specifying (i) the date upon which final payment of such Series, Series or Class or Tranche will be made upon presentation and surrender of Notes Investor Certificates of such Series, Series or Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes Investor Certificates at the office or offices therein specified (which, in the case of Bearer NotesCertificates, shall be outside the United States). The Indenture Trustee shall give such notice to the Note Transfer Agent and Registrar and the Paying Agent at the time such notice is given to NoteholdersInvestor Certificateholders. (ab) Notwithstanding a final distribution to the Noteholders Investor Certificateholders of any Series, Series or Class or Tranche of Notes (or the termination of the IssuerTrust), except as otherwise provided in this paragraph, all funds then on deposit in the Collection Account and any Issuer Series Account allocated to such Noteholders Investor Certificateholders shall continue to be held in trust for the benefit of such Noteholders, Investor Certificateholders and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders Investor Certificateholders upon surrender of their Notes, if certificatedInvestor Certificates (and any excess shall be paid in accordance with the terms of any relevant Enhancement Agreement). In the event that all such Noteholders Investor Certificateholders shall not surrender their Notes Investor Certificates for cancellation cancelation within 6 six months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders Investor Certificateholders to surrender their Notes Investor Certificates for cancellation cancelation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer NotesCertificates, shall be outside the United States). If within one year after the second notice all such Notes Investor Certificates shall not have been surrendered for cancellationcancelation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders Investor Certificateholders concerning surrender of their NotesInvestor Certificates, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts Series Account held for the benefit of such NoteholdersInvestor Certificateholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer Transferors any monies moneys held by them for the payment of principal or interest that remains unclaimed for two years. After payment to the IssuerTransferors, Noteholders Investor Certificateholders entitled to the money must look to the Issuer Transferors for payment as general creditors unless an applicable abandoned property law designates another Person. (c) In the event that the Invested Amount with respect to any Series is greater than zero on its Series Termination Date or such earlier date as is specified in the related Supplement (after giving effect to deposits and distributions otherwise to be made on such date), the Trustee will sell or cause to be sold on such Series Termination Date, in accordance with the procedures and subject to the conditions described in such Supplement, Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Amount with respect to such Series on such date (after giving effect to such deposits and distributions; provided, however, that in no event shall such amount exceed such Series' allocable share of Receivables on such Series Termination Date). None of the Transferor, any Affiliate of the Transferor or any agent of the Transferor shall be permitted to purchase such Receivables in such case. The proceeds from any such sale shall be allocated and distributed in accordance with the terms of the applicable Supplement.

Final Distribution. The Issuer (a) Servicer shall give the Indenture Trustee at least 30 days 20 Business Days' prior written notice of the Payment Date date on which the Noteholders Trust is expected to terminate in accordance with Section 12.1(a). The notice shall be accompanied by a certificate of any Series, Class or Tranche may surrender their Notes for payment an Authorized Officer of Servicer setting forth the information specified in Section 3.6 covering the period during the then current calendar year through the date of the final distribution on and cancellation of such Notesnotice. Not later than Upon receiving the fifth day of the month in which the final distribution in respect of such Seriesnotification from Servicer, Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide give the Certificateholders written notice to Noteholders as soon as practicable after Trustee's receipt of such Seriesnotice from Servicer, Class or Tranche specifying which notice shall specify (i) the date Distribution Date (the "Final Distribution Date") upon which final payment of such Series, Class or Tranche will with respect to the Certificates is expected to be made upon presentation and surrender of Notes of such Series, Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States)payment. The Indenture Trustee shall give such the notice to the Note Transfer Agent and Registrar and the Paying Agent at the time such notice is given to NoteholdersCertificateholders. On the Final Distribution Date, Trustee shall, based upon the Daily Report relating to the Final Distribution Date, cause to be distributed to the Certificateholders the amounts distributable to them on the Final Distribution Date pursuant to the applicable Supplement. Each Certificateholder shall present its Certificate to Trustee and surrender its Certificate for cancellation at the address of Trustee set forth in Section 13.5 not more than ten Business Days after the Final Distribution Date upon which final payment with respect to the Certificates has been made. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Class or Tranche of Notes (or the termination of the IssuerTrust pursuant to Section 12.1(a), except as otherwise provided in this paragraph, all funds then on deposit in any Issuer the Master Collection Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, the Certificateholders and the Paying Agent or the Indenture Trustee shall pay such funds to the Certificateholders at the time set forth in Section 12.1(a). If any Certificateholder does not claim the portion of such Noteholders upon surrender funds to which it is entitled to receive on the Final Distribution Date, interest shall cease to accrue on its Certificate and Trustee shall hold such funds in trust for such Person, subject to the further provisions of their Notes, if certificatedthis Section. In the event that all such Noteholders any of the Certificateholders shall not surrender have claimed their Notes for cancellation final payment with respect to their Certificates within 6 six months after the date specified in the notice from the Indenture Trustee described in paragraph (a)Final Distribution Date, the Indenture Trustee shall give a second written notice to the remaining such Noteholders to surrender their Notes for cancellation and receive Certificateholders concerning payment of the final distribution with respect thereto (which and surrender and payment, in the case of Bearer Notes, shall be outside the United States)their Certificates for cancellation. If within one year after the second notice all such Notes the Certificates shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders Certificateholders concerning surrender of their NotesCertificates, and the cost thereof shall be paid out of the funds in the Master Collection Account or any Supplemental Issuer Accounts held for the benefit of such NoteholdersCertificateholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer Transferor any monies held by them for the payment of principal of or interest on the Certificates that remains unclaimed for two yearsyears after the termination of the Trust pursuant to Section 12.1(a). After payment of the monies to the IssuerTransferor, Noteholders Certificateholders entitled to the money must look to the Issuer Transferor for payment as unsecured general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. (a) The Issuer Servicer shall give the Indenture Trustee at least 30 days written days' prior notice of the Payment Distribution Date on which the Noteholders Investor Securityholders of any Series, Series or Class or Tranche may surrender their Notes Investor Securities for payment of the final distribution on and cancellation of such NotesInvestor Securities (or, in the event of a final distribution resulting from the application of Section 2.6, 9.1 or 10.1, notice of such Distribution Date promptly after the Servicer has determined that a final distribution will occur, if such determination is made less than 30 days prior to such Distribution Date). Such notice shall be accompanied by an Officer's Certificate setting forth the information specified in Section 3.5 covering the period during the then-current calendar year through the date of such notice. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to NoteholdersInvestor Securityholders, the Indenture Trustee shall provide notice to Noteholders Investor Securityholders of such Series, Series or Class or Tranche specifying (i) the date upon which final payment of such Series, Series or Class or Tranche will be made upon presentation and surrender of Notes Investor Securities of such Series, Series or Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes Investor Securities at the office or offices therein specified (which, in the case of Bearer NotesSecurities, shall be outside the United States). The Indenture Trustee shall give such notice to the Note Transfer Agent and Registrar and the Paying Agent at the time such notice is given to NoteholdersInvestor Securityholders. (ab) Notwithstanding a final distribution to the Noteholders Investor Securityholders of any Series, Series or Class or Tranche of Notes (or the termination of the IssuerTrust), except as otherwise provided in this paragraph, all funds then on deposit in the Collection Account and any Issuer Series Account allocated to such Noteholders Investor Securityholders shall continue to be held in trust for the benefit of such Noteholders, Investor Securityholders and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders Investor Securityholders upon surrender of their NotesInvestor Securities, if certificatedcertificated (and any excess shall be paid in accordance with the terms of any Enhancement Agreement). In the event that all such Noteholders Investor Securityholders shall not surrender their Notes Investor Securities for cancellation within 6 six months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders Investor Securityholders to surrender their Notes Investor Securities for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer NotesSecurities, shall be outside the United States). If within one year after the second notice all such Notes Investor Securities shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders Investor Securityholders concerning surrender of their NotesInvestor Securities, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts Series Account held for the benefit of such NoteholdersInvestor Securityholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer Transferor any monies held by them for the payment of principal or interest that remains unclaimed for two years. After payment to the IssuerTransferor, Noteholders Investor Securityholders entitled to the money must look to the Issuer Transferor for payment as general creditors unless an applicable abandoned property law designates another Person. (c) In the event that the Invested Amount with respect to any Series is greater than zero on its Series Termination Date (after giving effect to deposits and distributions otherwise to be made on such Series Termination Date), the Trustee will sell or cause to be sold on such Series Termination Date an amount of Principal Receivables (or interests therein) equal to 110% of the Invested Amount with respect to such Series on such Series Termination Date plus related Finance Charge Receivables (after giving effect to such deposits and distributions); provided, however, that in no event shall such amount exceed the product of (i) the aggregate Principal Receivables on such Series Termination Date and (ii) a fraction the numerator of which is the product of (x) the Adjusted Invested Amount for such Series and (y) the Transferor's Percentage for such Series and the denominator of which is the sum of the numerators with respect to all Series. The proceeds (the "Termination Proceeds") from such sale shall be immediately deposited into the Collection Account for such Series. The Termination Proceeds shall be allocated and distributed to Investor Securityholders of such Series in accordance with the terms of the applicable Supplement.

Final Distribution. (a) The Issuer Servicer shall give the Indenture Trustee at least 30 thirty (30) days prior written notice of the Payment Date on which the Noteholders of any Series, Series or Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such NotesNotes (or, in the event of a final distribution resulting from the application of Section 8.01 of the Transfer and Servicing Agreement, notice of such Payment Date promptly after the Servicer has determined that a final distribution will occur, if such determination is made less than thirty (30) days prior to such Payment Date). Such notice shall be accompanied by an Officer’s Certificate of the Servicer setting forth the information specified in Section 3.04(b) of the Transfer and Servicing Agreement covering the period during the then-current calendar year through the date of such notice. Not later than the fifth (5th) day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide notice to Noteholders of such Series, Series or Class or Tranche specifying (i) the date upon which final payment of such Series, Series or Class or Tranche will be made upon presentation and surrender of Notes of such Series, Series or Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date Payment Date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States)specified. The Indenture Trustee shall give such notice to the Note Registrar and the Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Series or Class or Tranche of Notes (or the termination of the Issuer), except as otherwise provided in this paragraph, all funds then on deposit in the Collection Account and any Issuer Series Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, Noteholders and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificatedNotes (and any excess shall be paid in accordance with the terms of the Indenture Supplement for such Series or Class). In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 six (6) months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States)thereto. If within one (1) year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, Notes pursuant to and the cost thereof shall be paid out of the funds as described in the Collection Account or any Supplemental Issuer Accounts held for the benefit of such NoteholdersSection 3.03. The Indenture Trustee and the Paying Agent shall pay to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two years(2) years pursuant to and as described in Section 3.03. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. (a) The Issuer Servicer shall give the Indenture Trustee at least 30 fifteen (15) days prior written notice of the Payment Date on which the Noteholders of any Series, Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such Notes. Not Such notice shall be accompanied by an Officer’s Certificate of the Servicer setting forth the information specified in Section 3.07 of the Sale and Servicing Agreement covering the period during the then-current calendar year through the date of such notice. To the extent practicable, not later than the fifth day of the month in which the five (5) Business Days prior to such final distribution in respect of such Series, Class or Tranche is payable to NoteholdersPayment Date, the Indenture Trustee shall provide notice to Noteholders of such Series, Class or Tranche specifying (i) the date upon which final payment of such Series, Class or Tranche the Notes will be made upon presentation and surrender of such Notes of such Series, Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date Payment Date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States)specified. The Indenture Trustee shall give such notice to the Note Registrar and (if other than the Paying Agent Indenture Trustee) at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Class or Tranche of Notes (or the termination of the Issuer), except as otherwise provided in this paragraph, all funds then on deposit in any Issuer Account allocated to such Noteholders the Collection Account, shall continue to be held in trust for the benefit of such Noteholders, Noteholders and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificated. In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 six (6) months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States)thereto. If within one (1) year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, Notes pursuant to and the cost thereof shall be paid out of the funds as described in the Collection Account or any Supplemental Issuer Accounts held for the benefit of such NoteholdersSection 3.03. The Indenture Trustee and the Paying Agent shall pay to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two years(2) years pursuant to and as described in Section 3.03. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. (a) The Issuer shall give the Indenture Trustee at least 30 thirty (30) days prior written notice of the Payment Date on which the Noteholders of any Seriesseries, Class class or Tranche tranche may surrender their Notes for payment of the final distribution on and cancellation of such Notes. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide notice to Noteholders of such Seriesseries, Class class or Tranche tranche specifying (i) the date upon which final payment of such Seriesseries, Class class or Tranche tranche will be made upon presentation and surrender of Notes of such Seriesseries, Class class or Tranche tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States)specified. The Indenture Trustee shall give such notice to the Note Registrar and the Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Seriesseries, Class class or Tranche of Notes tranche (or the termination of the Issuer), except as otherwise provided in this paragraph, all funds then on deposit in any Issuer Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificated. In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 six (6) months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States)thereto. If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection applicable Issuer Account or any Supplemental Issuer Accounts held for the benefit of such Noteholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two (2) years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. (a) The Issuer Servicer shall give the Indenture Trustee at least 30 days written days’ prior notice of the Payment Distribution Date on which the Noteholders of any Series, Series or Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such NotesNotes (or, in the event of a final distribution resulting from the application of Section 2.06 or 7.01 of the Transfer and Servicing Agreement, notice of such Distribution Date promptly after the Servicer has determined that a final distribution will occur, if such determination is made less than 30 days prior to such Distribution Date). Such notice shall be accompanied by an Officer’s Certificate setting forth the information specified in Section 3.05 of the Transfer and Servicing Agreement covering the period during the then-current calendar year through the date of such notice. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide notice to Noteholders of such Series, Series or Class or Tranche specifying (i) the date upon which final payment of such Series, Series or Class or Tranche will be made upon presentation and surrender of Notes of such Series, Series or Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States). The Indenture Trustee shall give such notice to the Note Transfer Agent and Registrar and the Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Series or Class or Tranche of Notes (or the termination of the IssuerTrust), except as otherwise provided in this paragraph, all funds then on deposit in the Collection Account and any Issuer Series Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, Noteholders and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificatedcertificated (and any excess shall be paid in accordance with the terms of any Enhancement Agreement). In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 six months after the date specified in the notice from the Indenture Trustee described in paragraph (a), Section 11.02(a) the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States). If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts Series Account held for the benefit of such Noteholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. (a) The Issuer Servicer shall give the Indenture Trustee and the Note Administrator at least 30 thirty (30) days written prior notice of the Payment Distribution Date on which the Noteholders of any Series, Series or Class or Tranche the O/C Holder may surrender their Notes or O/C Certificate, as applicable, for payment of the final distribution on and cancellation of such NotesNotes (or, in the event of a final distribution resulting from the application of Section 2.06, 6.01 or 7.01 of the Transfer and Servicing Agreement, notice of such Distribution Date promptly after the Servicer has determined that a final distribution will occur, if such determination is made less than thirty (30) days prior to such Distribution Date). Such notice shall be accompanied by an Officer’s Certificate setting forth the information specified in Section 3.05 of the Transfer and Servicing Agreement covering the period during the then-current calendar year through the date of such notice. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to Noteholders, the Indenture Trustee Note Administrator shall provide notice to Noteholders of such Series, Series or Class or Tranche specifying (i) the date upon which final payment of such Series, Series or Class or Tranche will be made upon presentation and surrender of Notes of such Series, Series or Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States)specified. The Indenture Trustee Note Administrator shall give such notice to the Note Registrar Transfer Agent and Registrar, the Indenture Trustee and the Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Series or Class or Tranche of Notes (or the termination of the IssuerTrust), except as otherwise provided in this paragraph, all funds then on deposit in the Collection Account and any Issuer Series Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, Noteholders and the Paying Agent or the Indenture Trustee Note Administrator shall pay remit such funds to such Noteholders upon surrender of their Notes, if certificated. In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 six (6) months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee Note Administrator shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States)thereto. If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee Note Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts Series Account held for the benefit of such Noteholders. The Indenture Trustee Note Administrator and the Paying Agent shall pay to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two (2) years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. (a) The Issuer Servicer shall give the Indenture Trustee at least 30 thirty (30) days written prior notice of the Payment Distribution Date on which the Noteholders respective Certificateholders of any Series, Series or Class or Tranche the holder of the Exchangeable Certificate may surrender their Notes respective Certificates for payment of the final distribution on and cancellation of such NotesCertificates (or, in the event of a final distribution resulting from the application of Section 2.03 or Section 9.01 hereof, notice of such Distribution Date promptly after the Servicer has determined that a final distribution will occur, if such determination is made less than thirty (30) days prior to such Distribution Date). Not Such notice shall be accompanied by an Officer's Certificate setting forth the information specified in Section 3.05 hereof covering the period during the then-current calendar year through the date of such notice. Except as otherwise provided in any Supplement, not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche Exchangeable Certificate is payable to NoteholdersCertificateholders or the holder of the Exchangeable Certificate, as applicable, the Indenture Trustee shall provide notice to Noteholders of such Series, Class or Tranche the respective Certificateholders specifying (i) the date upon which final payment of such Series, Class or Tranche thereof will be made upon presentation and surrender of Notes of such Series, Class or Tranche the related Certificates at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes the related Certificates at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States)specified. The Indenture Trustee shall give such notice to the Note Transfer Agent and Registrar and the Paying Agent Rating Agencies at the time such notice is given to Noteholdersthe respective Certificateholders. (ab) Notwithstanding a final distribution to the Noteholders Certificateholders of any Series, Series or Class or Tranche the holder of Notes the Exchangeable Certificate (or the termination of the IssuerTrust), except as otherwise provided in this paragraphsubsection (b) and in any Supplement, all funds then on deposit in the Collection Account and any Issuer Series Account allocated to such Noteholders Certificateholders or the Holder of the Exchangeable Certificate shall continue to be held in trust for the benefit of such NoteholdersCertificateholders or the Holder of the Exchangeable Certificate, as applicable, and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders Certificateholders upon surrender of their Notesthe related Certificates (and any excess shall be paid in accordance with the terms of any Enhancement Agreement). Except as provided in any Supplement, if certificated. In in the event that all such Noteholders Certificateholders shall not surrender their Notes Certificates for cancellation within 6 six months after the date specified in the notice from the Indenture Trustee described in paragraph subsection (a)) above, the Indenture Trustee shall give a second notice to the remaining such Noteholders Certificateholders to surrender their Notes Certificates for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States)thereto. If within one year after the second notice all such Notes Certificates shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders Certificateholders concerning surrender of their NotesCertificates, and the cost thereof shall be paid out of the funds in the Collection Account or or, if applicable, any Supplemental Issuer Accounts Series Account held for the benefit of such NoteholdersCertificateholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer Depositor any monies held by them it for the payment of principal or interest that remains remain unclaimed for two years. After payment to the IssuerDepositor, Noteholders Certificateholders entitled to the money must look to the Issuer Depositor for payment as general creditors unless an applicable abandoned property law designates another Person. (c) In the event that (i) the Invested Amount with respect to any Series is greater than zero on its Termination Date or (ii) the Exchangeable Amount is greater than zero on the Termination Date with respect to the Exchangeable Certificate, in each case after giving effect to deposits and distributions otherwise to be made on such Termination Date, the Trustee will use its best efforts to sell or cause to be sold on such Termination Date Receivables (or interests therein) in an amount equal to the interest in the Pool Balance represented by such Certificates. The net proceeds (the Termination Proceeds) from such sale shall be immediately deposited into the Collection Account for the benefit of the Certificateholders of such Series and the holder of the Exchangeable Certificate and Subordinated Certificate, as applicable. The Termination Proceeds shall be allocated and distributed to the Holders of Investor Certificates of such Series and the holder of the Exchangeable Certificate, as applicable, in accordance with the terms of the applicable Supplement.

Final Distribution. (a) The Issuer Servicer shall give the Indenture Trustee and the Trustee shall give each Certificateholder at least 30 days twenty days' prior written notice of the Payment Date date on which (i) the Noteholders of any Series, Class or Tranche Trust is expected to terminate in accordance with subsection 12.01 and (ii) the Certificateholders may surrender their Notes Certificates for payment of the final distribution on and cancellation of such NotesCertificates. Such notice shall be accompanied by an Officer's Certificate setting forth the information specified in Section 3.06 covering the period during the then-current calendar year through the date of such notice. Not later than five days after the fifth day of the month in which the final distribution in respect of Trustee shall receive such Series, Class or Tranche is payable to Noteholdersnotice, the Indenture Trustee shall provide mail notice to Noteholders of such Series, Class or Tranche the Certificateholders specifying (i) the date upon which such final payment of such Series, Class or Tranche distribution will be made upon presentation and surrender of Notes of such Series, Class or Tranche Certificates at the office or offices therein designated, (ii) the amount of any such final payment distribution and (iii) that the Record Distribution Date otherwise applicable to such payment date final distribution is not applicable, payments being made only upon presentation and surrender of such Notes Certificates at the office or offices therein specified (whichspecified; PROVIDED, in HOWEVER, that such presentation and surrender shall not be required for a Certificateholder that is an insurance company or institutional investor. Each such Certificateholder shall surrender its Certificate to the case Trustee following receipt of Bearer Notes, shall be outside the United States)final distribution thereon. The Indenture Trustee shall give such notice to the Note Transfer Agent and Registrar and the Paying Agent at the time such notice is given to Noteholdersthe Certificateholders. (ab) Notwithstanding a final distribution the Servicer's delivery to the Noteholders of any SeriesTrustee, Class or Tranche of Notes (or the termination Trustee's delivery to the Certificateholders, of the Issuernotices required under Section 12.02(a), except as otherwise provided in this paragraph, all funds then on deposit in the Concentration Account, any Issuer Series Account, the Transferor's Account allocated to such Noteholders or the Trustee's Account shall continue to be held in trust for the benefit of such Noteholdersthe Certificateholders, and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders the Certificateholders upon surrender of their NotesCertificates pursuant to, and subject to the priorities set forth in, the applicable Supplement, as if certificatedsuch surrender date were on a Distribution Date (and any excess shall be paid in accordance with the terms of any Enhancement Agreement). In the event that all such Noteholders Certificateholders shall not surrender their Notes Certificates for cancellation within 6 six months after the date specified in the above-mentioned written notice from the Indenture Trustee described in paragraph (a)Trustee, the Indenture Trustee shall give a second written notice to the remaining such Noteholders Certificateholders to surrender their Notes Certificates for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States)thereto. If within one year after the second notice all such Notes the Certificates shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders Certificateholders concerning surrender of their NotesCertificates, and the cost thereof shall be paid out of the funds in the Collection Trustee's Account (if such Certificateholders are Investor Certificateholders) or the Transferor's Account (if any Supplemental Issuer Accounts such Certificateholder is the Holder of the Transferor Certificate) held for the benefit of such NoteholdersCertificateholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer Transferor any monies held by them for the payment of principal or interest that remains unclaimed for two years. After payment to the IssuerTrans- feror, Noteholders Investor Certificateholders entitled to the money must look to the Issuer Transferor for payment as general creditors unless an applicable abandoned property law designates another Personperson.

Final Distribution. (a) The Issuer shall give the Indenture Trustee at least 30 days thirty (30) days’ prior written notice of the Payment Date on which the Noteholders of any Series, Series or Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such Notes. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to Noteholders, the Indenture Trustee or the Paying Agent shall provide notice to Noteholders of such Series, Series or Class or Tranche and each Derivative Counterparty (if applicable) specifying (i) the date upon which final payment of such Series, Series or Class or Tranche will be made upon presentation and surrender of Notes of such Series, Series or Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States)specified. The Indenture Trustee shall give such notice to the Note Registrar and the Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Series or Class or Tranche of Notes (or the termination of the Issuer), except as otherwise provided in this paragraph, all funds then on deposit in any Issuer Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificatedsuch Notes are Definitive Notes. In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 six (6) months after the date specified in the notice from the Indenture Trustee described in paragraph clause (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States)thereto. If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof (including costs related to giving the second notice) shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts held for the benefit of such Noteholdersand Funding Account. The Indenture Trustee and the Paying Agent shall pay to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two (2) years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. (a) The Issuer Servicer shall give the Indenture Trustee at least 30 thirty (30) days prior written notice of the Payment Date on which the Noteholders of any Series, Class series or Tranche class may surrender their Notes for payment of the final distribution on and cancellation of such Notes. Not later than the fifth day of the month or such other date specified in an Indenture Supplement in which the final distribution in respect of such Series, Series or Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide notice to Noteholders of such Series, Class series or Tranche class specifying (i) the date upon which final payment of such Series, Class series or Tranche class will be made upon presentation and surrender of Notes of such Series, Class series or Tranche class at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Note Record Date otherwise applicable to such payment date Payment Date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States). The Indenture Trustee shall give such notice to the Note Registrar and the Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Class series or Tranche of Notes class (or the termination of the Issuer), except as otherwise provided in this paragraph, all funds then on deposit in any Issuer Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificated. In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 six (6) months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in n the case of Bearer Notes, shall be outside the United States). If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Deposit Account or any Supplemental Issuer Accounts Account held for the benefit of such Noteholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two (2) years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. (a) The Issuer shall give the Indenture Trustee, the Collateral Trustee and each Series 2010-1 Noteholder at least 30 days twenty days’ prior written notice of the Payment Date date on which (i) the Noteholders of any Series, Class or Tranche may surrender their Notes for payment of Indenture is expected to be satisfied and discharged in accordance with Section 12.01 and (ii) the final distribution payment on and cancellation of such Notesthe Series 2010-1 Notes will be made. Not later than five Business Days after the fifth day of the month in which the final distribution in respect of Collateral Trustee shall receive such Series, Class or Tranche is payable to Noteholdersnotice, the Indenture Collateral Trustee shall provide mail notice to the Series 2010-1 Noteholders of such Series, Class or Tranche specifying (iw) the date upon which such final payment of such Series, Class or Tranche will be made upon presentation and surrender of Notes of such Series, Class or Tranche at the office or offices therein designatedmade, (iix) the amount of any such final payment and payment, (iiiy) if applicable, that the Record Payment Date otherwise applicable to such final payment date is not applicableapplicable and (z) that following such payment, payments being made only upon presentation and surrender of such all outstanding Series 2010-1 Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States)deemed canceled. The Indenture Collateral Trustee shall give such notice to the Note Registrar and Transfer Agent and the Paying Agent at the time such notice is given to the Series 2010-1 Noteholders. Each Series 2010-1 Noteholder shall cause the redelivery of its Series 2010-1 Note to the Trustee prior to receipt of the final distribution and on or prior to the date on which the Indenture is satisfied and discharged. Each such Series 2010-1 Note shall be delivered to the Trustee marked “cancelled” or “paid in full.” In the event any such Series 2010-1 Note is lost or otherwise unavailable, the holder of such Series 2010-1 Note may deliver a lost note affidavit to the Trustee in lieu of such Series 2010-1 Note. (ab) Notwithstanding a final distribution the Issuer’s delivery to the Noteholders of any SeriesCollateral Trustee, Class or Tranche of Notes (or the termination Collateral Trustee’s delivery to the Series 2010-1 Noteholders, of the Issuernotices required under Section 12.02(a), except as otherwise provided in this paragraph, all funds then on deposit in any Issuer the Series Collection Account, the Series Payment Account, the Series Reserve Account allocated to such Noteholders or the Trustee’s Account shall continue to be held in trust for the benefit of such the applicable Series 2010-1 Noteholders, and the Paying Agent Agent, the Collateral Trustee or the Indenture Trustee shall pay such funds to such Series 2010-1 Noteholders upon surrender of their Notes, if certificated. In the event that and to all such Noteholders shall not surrender their Notes for cancellation within 6 months after other applicable parties on the date specified in the notice from the Indenture Trustee described in paragraph (a)such notice, the Indenture Trustee shall give a second notice subject to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, priorities set forth in the case of Bearer Notes, shall be outside the United States). If within one year after the second notice all Supplement (as if such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts held for the benefit of such Noteholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless distribution occurred on an applicable abandoned property law designates another PersonPayment Date).

Final Distribution. The Issuer (a) Servicer shall give the Indenture Trustee and the Rating Agencies at least 30 thirty (30) days prior written notice of the Payment Distribution Date on which the Noteholders of any Series, Series or Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such NotesNotes (or, in the event of a final distribution resulting from the application of Section 2.6 or 7.1 of the Transfer and Servicing Agreement or Section 5.5, notice of such Distribution Date promptly after Servicer has determined that a final distribution will occur, if such determination is made less than thirty (30) days prior to such Distribution Date). Such notice shall be accompanied by an Officer’s Certificate setting forth the information specified in Section 3.5 of the Transfer and Servicing Agreement covering the period during the then-current calendar year through the date of such notice. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide notice to Noteholders of such Series, Series or Class or Tranche specifying (i) the date upon which final payment of such Series, Series or Class or Tranche will be made upon presentation and surrender of Notes of such Series, Series or Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, which in the case of Bearer Notes, Notes shall be outside the United States). The Indenture Trustee shall give such notice to the Note Transfer Agent and Registrar and the Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Series or Class or Tranche of Notes (or the termination of the Issuer), except as otherwise provided in this paragraph, all funds then on deposit in the Collection Account and any Issuer Series Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificatedcertificated (and any excess shall be paid in accordance with the terms of any Enhancement Agreement and the applicable Indenture Supplement). In the event that If all such Noteholders shall not surrender their Notes for cancellation within 6 six (6) months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States). If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts Series Account held for the benefit of such Noteholders. The Indenture Trustee and and, upon the written request of Servicer, Paying Agent shall pay to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two (2) years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. (a) The Issuer shall give the Indenture Trustee at least 30 thirty (30) days prior written notice of the Payment Date on which the Noteholders of any Series, Series or Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such Notes. Not later than the fifth (5th) day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to Noteholders, the Indenture Trustee or the Paying Agent shall provide notice to Noteholders of such Series, Series or Class or Tranche and each Derivative Counterparty (if applicable) specifying (i) the date upon which final payment of such Series, Series or Class or Tranche will be made upon presentation and surrender of Notes of such Series, Series or Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States)specified. The Indenture Trustee shall give such notice to the Note Registrar and the Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Series or Class or Tranche of Notes (or the termination of the Issuer), except as otherwise provided in this paragraph, all funds then on deposit in any Issuer Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificatedsuch Notes are Definitive Notes. In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 six (6) months after the date specified in the notice from the Indenture Trustee described in paragraph clause (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States)thereto. If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof (including costs related to giving the second notice) shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts held for the benefit of such Noteholdersand Funding Account. The Indenture Trustee and the Paying Agent shall pay to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two (2) years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. The Issuer (a) Servicer shall give the Indenture Trustee at least 30 days written prior notice of the Payment Distribution Date on which the Noteholders Investor Holders of any Series, Series or Class or Tranche may surrender their Notes Investor Certificates for payment of the final distribution on and cancellation of such NotesInvestor Certificates (or, in the event of a final distribution resulting from the application of SECTION 2.6, 9.2 or 10.1, notice of such Distribution Date promptly after Servicer has determined that a final distribution will occur, if such determination is made less than 30 days prior to such Distribution Date). Such notice shall be accompanied by an Officer's Certificate setting forth the information specified in SECTION 3.5 covering the period during the then current Servicer fiscal year through the date of such notice. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to NoteholdersInvestor Holders, the Indenture Trustee shall provide notice to Noteholders Investor Holders of such Series, Series or Class or Tranche specifying (i) the date upon which final payment of such Series, Series or Class or Tranche will be made upon presentation and surrender of Notes Investor Certificates of such Series, Series or Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes Investor Certificates at the office or offices therein specified (which, in the case of Bearer NotesCertificates, shall be outside the United States). The Indenture Trustee shall give such notice to the Note Transfer Agent and Registrar and the Paying Agent at the time such notice is given to NoteholdersInvestor Holders. (ab) Notwithstanding a final distribution to the Noteholders Investor Holders of any Series, Series or Class or Tranche of Notes (or the termination of the IssuerTrust), except as otherwise provided in this paragraph, all funds then on deposit in the Collection Account, the Excess Funding Account and any Issuer Series Account allocated to such Noteholders Investor Holders shall continue to be held in trust for the benefit of such Noteholders, Investor Holders and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders Investor Holders upon surrender of their Notes, if certificatedInvestor Certificates (and any excess shall be paid in accordance with any relevant Enhancement Agreement). In the event that If all such Noteholders Investor Holders shall not surrender their Notes Investor Certificates for cancellation within 6 six months after the date specified in the notice from the Indenture Trustee described in paragraph PARAGRAPH (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders Investor Holders to surrender their Notes Investor Certificates for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer NotesCertificates, shall be outside the United States). If within one year after the second notice all such Notes Investor Certificates shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders Investor Holders concerning surrender of their NotesInvestor Certificates, and the cost thereof shall be paid out of the 82 funds in the Collection Account or any Supplemental Issuer Accounts Series Account held for the benefit of such NoteholdersInvestor Holders. The Indenture Trustee and the Paying Agent shall pay to the Issuer Transferor any monies moneys held by them for the payment of principal or interest that remains unclaimed for two years. After payment to the IssuerTransferor, Noteholders Investor Holders entitled to the money must look to the Issuer Transferor for payment as general creditors unless an applicable abandoned property law designates another Person. (c) If the Invested Amount with respect to any Series is greater than zero on its Series Termination Date or such earlier date as is specified in the related Supplement (after giving effect to deposits and distributions otherwise to be made on such date), Trustee will sell or cause to be sold on such Series Termination Date, in accordance with the procedures and subject to the conditions described in such Supplement, Principal Receivables and the related Finance Charge Receivables (or, if a Tax Opinion is obtained, interests therein) in an amount up to 110% of the Invested Amount with respect to such Series on such date (after giving effect to such deposits and distributions; PROVIDED that in no event shall such amount exceed an amount of Principal Receivables (and all associated Finance Charge Receivables) equal to the sum of (i) the product of (A) Transferor Percentage, (B) the aggregate outstanding Principal Receivables, and (C) a fraction the numerator of which is the related Investor Percentage of Collections of Finance Charge Receivables and the denominator of which is the sum of all Investor Percentages with respect to Collections of Finance Charge Receivables of all Series outstanding and (ii) the Invested Amount of such Series). The proceeds from any such sale shall be allocated and distributed in accordance with the applicable Supplement.

Final Distribution. (a) The Issuer Servicer shall give the Indenture Trustee Custodian at least 30 45 days written prior notice of the Payment Distribution Date on which the Noteholders Investor Master Custodial Certificateholders of any Series, Series or Class or Tranche may surrender their Notes Investor Master Custodial Certificates for payment payment, pursuant to the provisions of the related Supplement, of the final distribution on and cancellation of such NotesInvestor Master Custodial Certificates (or, in the event of a final distribution resulting from the application of Section 2.03 or 9.01, notice of such Distri bution Date promptly after Servicer has determined that a final distribution will occur, if such determination is made less than 45 days prior to such Distribution Date). Such notice shall be accompanied by an Officer's Certificate setting forth the information specified in Section 3.05 covering the period during the then current calendar year through the date of such notice. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to NoteholdersInvestor Master Custodial Certificateholders, the Indenture Trustee Custodian shall provide notice to Noteholders Investor Master Custodial Certificateholders of such Series, Series or Class or Tranche specifying (i) the date upon which final payment of such Series, Series or Class or Tranche will be made upon presentation and surrender of Notes Investor Master Custodial Certificates of such Series, Series or Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made made, unless the Custodian on the direction of the Servicer indicates otherwise in such notice, only upon presentation and surrender of such Notes Investor Master Custodial Certificates at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States)specified. The Indenture Trustee Custodian shall give such notice to the Note Transfer Agent and Registrar and the Paying Agent Rating Agencies at the time such notice is given to NoteholdersInvestor Master Custodial Certificateholders. (ab) Notwithstanding a final distribution to the Noteholders Investor Master Custodial Certificateholders of any Series, Series or Class or Tranche of Notes (or the termination of the IssuerCustodial Arrangement), except as otherwise provided in this paragraph, all funds then on deposit in the Collection Account and any Issuer Series Account allocated to such Noteholders Investor Master Custodial Certificate holders shall continue to be held in trust custody by the Custodian, as agent for the benefit and on behalf of such NoteholdersInvestor Master Custodial Certificateholders, and and, unless the Paying Agent or Custodian has indicated otherwise as provided in Section 12.02(a)(iii), the Indenture Trustee Custodian shall pay such funds to such Noteholders Investor Master Custodial Certificateholders upon surrender of their Notes, if certificatedInvestor Master Custodial Certificates (and any excess shall be paid in accordance with the terms of any Enhancement Agreement or to the Seller). In the event that all such Noteholders Investor Master Custodial Certificateholders shall not surrender their Notes Investor Master Custodial Certificates for cancellation within 6 six months after the date specified in the notice from the Indenture Trustee Custodian described in paragraph (a), the Indenture Trustee Custodian shall give a second notice to the remaining such Noteholders Investor Master Custodial Certificateholders to surrender their Notes Investor Master Custodial Certificates for cancellation cancelation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States)thereto. If within one year after the second notice all such Notes Investor Master Custodial Certificates shall not have been surrendered for cancellationcancelation, the Indenture Trustee Custodian may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders Investor Master Custodial Certificateholders concerning surrender of their NotesInvestor Master Custodial Certificates, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts Series Account held for the benefit of such NoteholdersInvestor Master Custodial Certificateholders. The Indenture Trustee and Subject to applicable law, the Paying Agent Custodian shall pay to the Issuer Seller any monies held by them it for the payment of principal or interest that remains remain unclaimed for two yearssix years after the date specified in the notice from the Custodian described in Section 12.02(a). After payment to the IssuerSeller, Noteholders Investor Master Custodial Certificateholders entitled to the money must look to the Issuer Seller for payment thereof without interest up to such time as general creditors unless the right to proceed against the Seller for recovery of such money has become barred under the laws of the Province of Ontario. (c) In the event that the Invested Amount with respect to any Series is greater than zero on its Termination Date (after giving effect to deposits and distributions otherwise to be made on such Termination Date), the Custodian, will use its best efforts to sell or cause to be sold on such Termination Date Account Assets (or interests therein) in an amount equal to the lesser of (i) the sum of (x) the Invested Amount with respect to such Series on such Termination Date (after giving effect to such deposits and distributions) and (y) the Available Subordinated Amount with respect to such Series on the preceding Determination Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on the Distribution Date following such Determination Date) and (ii) such Series' Series Allocation Percentage (for the Collection Period in which such Termination Date occurs) of Account Assets on such Termination Date. The proceeds (the "Termination Proceeds") from such sale shall be immediately deposited into the Collection Account to be held by the Custodian for the benefit of the Investor Master Custodial Certificateholders of such Series. The Termination Proceeds shall be allocated and distributed to the Investor Master Custodial Certificateholders of such Series in accordance with the terms of the applicable abandoned property law designates another PersonSupplement.

Final Distribution. (a) The Issuer Servicer shall give the Indenture Trustee and the Issuer, and the Trustee shall give each Noteholder, at least 30 days twenty days' prior written notice of the Payment Date date on which (i) this Indenture is expected to terminate in accordance with Section 12.01 and (ii) the Noteholders of any Series, Class or Tranche may shall surrender their Notes for payment of the final distribution on on, and cancellation of, such Notes. Such notice shall be accompanied by an Officer's Certificate setting forth the information specified in Section 3.06 covering the period during the then-current calendar year through the date of such Notesnotice. Not later than five Business Days after the fifth day of the month in which the final distribution in respect of Trustee shall receive such Series, Class or Tranche is payable to Noteholdersnotice, the Indenture Trustee shall provide mail a notice to the Noteholders of such Series, Class or Tranche specifying (i) the date upon which such final payment of such Series, Class or Tranche distribution will be made upon presentation and surrender of such Notes of such Series, Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment distribution and (iii) that the Record Monthly Payment Date otherwise applicable to such payment date final distribution is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (whichspecified. Upon delivery and surrender of each Note, in the case Trustee shall make the final distribution to such Noteholder and, subject to the provisions of Bearer NotesSection 12.03(b), any remaining amounts shall be outside distributed to the United States)Issuer. The Indenture Trustee shall give such notice to the Note Transfer Agent and Registrar and the Paying Agent at the time such notice is given to the Noteholders.. 120 127 (ab) Notwithstanding a final distribution the Servicer's delivery to the Noteholders of any SeriesTrustee, Class or Tranche of Notes (or the termination Trustee's delivery to the Noteholders, of the Issuernotices required under Section 12.03(a), except as otherwise provided in this paragraph, all funds then on deposit in the Concentration Account, the Reserve Account, any Issuer Series Account, any Defeasance Account, any other Trust Account allocated to such Noteholders or the Issuer's Account shall continue to be held in trust for the benefit of such the Noteholders, and the Paying Agent or the Indenture Trustee shall pay such funds to such the Noteholders upon surrender of their NotesNotes pursuant to, and subject to the priorities set forth in, the applicable Supplement, as if certificatedsuch surrender date were on a Monthly Payment Date (and any excess shall be paid in accordance with the terms of any Enhancement Agreement). In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 six months after the date specified in the above-mentioned written notice from the Indenture Trustee described in paragraph (a)Trustee, the Indenture Trustee shall give a second written notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States)thereto. If within one year after the second notice all such the Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts held for the benefit of such NoteholdersTrust Accounts. The Indenture Trustee and the Paying Agent shall pay to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Personperson.

Final Distribution. (a) The Master Servicer on behalf of the Issuer shall give the Indenture Trustee at least 30 15 days written prior notice of the Payment Distribution Date on which the Noteholders of any Series, Series or Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such Notes. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide notice to the Noteholders of such Series, Series or Class or Tranche specifying (i) the date upon which final payment of such Series, Series or Class or Tranche will be made upon presentation and surrender of Notes (if required) of such Series, Series or Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States)specified. The Indenture Trustee shall give such notice to the Note Registrar and the Note Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Class Series or Tranche of Notes (or the termination of the Issuer)Class, except as otherwise provided in this paragraph, all funds then on deposit in the Master Collection Account and any Issuer Series Trust Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, and the Note Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificated. In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 six months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States)thereto. If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts account held for the benefit of such Noteholders. The Indenture Trustee and the Note Paying Agent shall upon written request pay to the related Issuer any monies moneys held by them for the payment of principal or interest that remains unclaimed for two years. After payment to the Issuerrelated Issuers, Noteholders entitled to the money must look to the Issuer related Issuers for payment as general unsecured creditors unless an applicable abandoned property law designates another PersonPerson and all liability of the Trustee or such Note Paying Agent with respect to such trust money shall thereupon cease. (c) Any notice required or permitted to be given to a Holder of Registered Notes shall be given by first-class mail, postage prepaid, at the address of such Holder as shown in the Note Register.

Final Distribution. (a) The Issuer Servicer shall give the Indenture Trustee at least 30 thirty (30) days written prior notice of the Payment Date on which the Noteholders of any Series, Series or Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such NotesNotes (or, in the event of a final distribution resulting from the application of Section 2.06, 6.01 or 7.01 of the Transfer and Servicing Agreement, notice of such Payment Date promptly after the Servicer has determined that a final distribution will occur, if such determination is made less than thirty (30) days prior to such Payment Date). Such notice shall be accompanied by an Officer's Certificate setting forth the information specified in Section 3.05 of the Transfer and Servicing Agreement covering the period during the then-current calendar year through the date of such notice. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide notice to Noteholders of such Series, Series or Class or Tranche specifying (i) the date upon which final payment of such Series, Series or Class or Tranche will be made upon presentation and surrender of Notes of such Series, Series or Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States). The Indenture Trustee shall give such notice to the Note Transfer Agent and Registrar and the Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Series or Class or Tranche of Notes (or the termination of the IssuerTrust), except as otherwise provided in this paragraph, all funds then on deposit in the Collection Account and any Issuer Series Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, Noteholders and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificatedcertificated (and any excess shall be paid in accordance with the terms of any Enhancement Agreement). In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 six (6) months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States). If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts Series Account held for the benefit of such Noteholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two (2) years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. (a) The Master Servicer on behalf of the Issuer shall give the Indenture Trustee at least 30 15 days written prior notice of the Payment Distribution Date (or other date) on which the Noteholders of any Series, Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such Notes. Not later than the fifth day of the month in which the final distribution in respect of such Series, Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide notice to the Noteholders of such Series, Class or Tranche specifying (i) the date upon which final payment of such Series, Class or Tranche will be made upon presentation and surrender of Notes (if required) of such Series, Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, specified. Unless it is serving in the case of Bearer Notesrelated functions, shall be outside the United States). The Indenture Trustee shall give such notice to the Note Registrar and the Note Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Class or Tranche of Notes (or the termination of the Issuer)Class, except as otherwise provided in this paragraph, all funds then on deposit in any Issuer the Collection Account allocated to such Noteholders and the Trust Accounts shall continue to be held in trust for the benefit of such Noteholders, and the Note Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificated. In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 six months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States)thereto. If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts account held for the benefit of such Noteholders. The Indenture Trustee and the Note Paying Agent shall upon written request pay to the Issuer any monies moneys held by them for the payment of principal or interest that remains unclaimed for two years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general unsecured creditors unless an applicable abandoned property law designates another PersonPerson and all liability of [the Insurer under the Note Policy, ]the Indenture Trustee or such Note Paying Agent with respect to such trust money shall thereupon cease. (c) Any notice required or permitted to be given to a Holder of Registered Notes shall be given by first-class mail, postage prepaid, at the address of such Holder as shown in the Note Register.

Final Distribution. (a) The Issuer Servicer shall give the Indenture Trustee at least 30 thirty (30) days prior written notice of the Payment Date on which the Noteholders of any Series, Series or Class or Tranche the related O/C Holder may surrender their Notes or O/C Certificate, as applicable, for payment of the final distribution on and cancellation of such NotesNotes or O/C Certificate (or, in the event of a final distribution resulting from the application of Section 2.06 or Section 8.01 of the Transfer and Servicing Agreement, notice of such Payment Date promptly after the Servicer has determined that a final distribution will occur, if such determination is made less than thirty (30) days prior to such Payment Date). Such notice shall be accompanied by an Officer’s Certificate of the Servicer setting forth the information specified in Section 3.05 of the Transfer and Servicing Agreement covering the period during the then-current calendar year through the date of such notice. Not later than the fifth (5th) day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide notice to Noteholders of such Series, Series or Class or Tranche specifying (i) the date upon which final payment of such Series, Series or Class or Tranche will be made upon presentation and surrender of Notes of such Series, Series or Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date Payment Date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States)specified. The Indenture Trustee shall give such notice to the Note Registrar and the Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Series or Class or Tranche of Notes (or the termination of the Issuer), except as otherwise provided in this paragraph, all funds then on deposit in the Collection Account and any Issuer Series Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, Noteholders and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their NotesNotes (and any excess shall be paid in accordance with the terms of the Indenture Supplement and Series Enhancement, if certificatedany, for such Series or Class). In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 six (6) months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States)thereto. If within one (1) year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, Notes pursuant to and the cost thereof shall be paid out of the funds as described in the Collection Account or any Supplemental Issuer Accounts held for the benefit of such Noteholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another PersonSection 3.03.

Final Distribution. (a) The Issuer Servicer shall give the Indenture Trustee at least 30 thirty (30) days prior written notice of the Payment Date on which the Noteholders of any Seriesseries, Class class or Tranche tranche may surrender their Notes for payment of the final distribution on and cancellation of such Notes. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide notice to Noteholders of such Seriesseries, Class class or Tranche tranche specifying (i) the date upon which final payment of such Seriesseries, Class class or Tranche tranche will be made upon presentation and surrender of Notes of such Seriesseries, Class class or Tranche tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States). The Indenture Trustee shall give such notice to the Note Registrar and the Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Seriesseries, Class class or Tranche of Notes tranche (or the termination of the Issuer), except as otherwise provided in this paragraph, all funds then on deposit in any Issuer Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificated. In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 six (6) months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States). If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts Account held for the benefit of such Noteholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two (2) years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. (a) The Issuer Servicer shall give the Indenture Trustee at least 30 days prior written notice of the Payment Date on which the Noteholders of any Series, Series or Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such Notes. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide notice to the Noteholders of such Series, Series or Class or Tranche specifying (i) the date upon which final payment of such Series, Series or Class or Tranche will be made upon presentation and surrender of Notes of such Series, Series or Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States)specified. The Indenture Trustee shall give such notice to the Note Transfer Agent and Registrar and the Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Class Series or Tranche of Notes (or the termination of the Issuer)Class, except as otherwise provided in this paragraph, all funds then on deposit in any Issuer Series Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificated. In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 six months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States)thereto. If within one year six months after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Series Account or any Supplemental Issuer Accounts held for the benefit of such Noteholders. The Indenture Trustee and the Paying Agent shall upon written request pay to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.the

Final Distribution. (a) The Issuer Servicer shall give the Indenture Trustee at least 30 days written prior notice of the Payment Settlement Date on which the Noteholders of any Series, Series or Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such Notes. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide notice to the Noteholders of such Series, Series or Class or Tranche specifying (i) the date upon which final payment of such Series, Series or Class or Tranche will be made upon presentation and surrender of Notes of such Series, Series or Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States). The Indenture Trustee shall give such notice to the Note Transfer Agent and Registrar and the Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Class Series or Tranche of Notes (or the termination of the Issuer)Class, except as otherwise provided in this paragraph, all funds then on deposit in the Master Facility Account and any Issuer Series Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, Noteholders and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificated. In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 six months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States). If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts held for the benefit of such Noteholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.surrender

Final Distribution. (a) The Issuer Servicer shall give the Indenture Trustee at least 30 days written days' prior notice of the Payment Distribution Date on which the Noteholders of any Series, Series or Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such NotesNotes (or, in the event of a final distribution resulting from the application of Section 2.06, 6.01 or 7.01 of the Transfer and Servicing ------------ ---- ---- Agreement, notice of such Distribution Date promptly after the Servicer has determined that a final distribution will occur, if such determination is made less than 30 days prior to such Distribution Date). Such notice shall be accompanied by an Officer's Certificate setting forth the information specified in Section 3.05 of the Transfer and Servicing Agreement covering the period ------------ during the then-current calendar year through the date of such notice. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide notice to Noteholders of such Series, Series or Class or Tranche specifying (i) the date upon which final payment of such Series, Series or Class or Tranche will be made upon presentation and surrender of Notes of such Series, Series or Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States). The Indenture Trustee shall give such notice to the Note Transfer Agent and Registrar and the Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Series or Class or Tranche of Notes (or the termination of the IssuerTrust), except as otherwise provided in this paragraph, all funds then on deposit in the Collection Account and any Issuer Series Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, Noteholders and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificatedcertificated (and any excess shall be paid in accordance with the terms of any Enhancement Agreement). In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 six months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States). If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts Series Account held for the benefit of such Noteholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer Transferor any monies held by them for the payment of principal or interest that remains unclaimed for two years. After payment to the IssuerTransferor, Noteholders entitled to the money must look to the Issuer Transferor for payment as general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. (a) The Issuer shall give the Indenture Trustee at least 30 thirty (30) days prior written notice of the Payment Date on which the Noteholders of any Series, Series or Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such Notes. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to Noteholders, the Indenture Trustee or the Paying Agent shall provide notice to Noteholders of such Series, Series or Class or Tranche and each Derivative Counterparty (if applicable) specifying (i) the date upon which final payment of such Series, Series or Class or Tranche will be made upon presentation and surrender of Notes of such Series, Series or Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States)specified. The Indenture Trustee shall give such notice to the Note Registrar and the Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Series or Class or Tranche of Notes (or the termination of the Issuer), except as otherwise provided in this paragraph, all funds then on deposit in any Issuer Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificatedsuch Notes are Definitive Notes. In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 six (6) months after the date specified in the notice from the Indenture Trustee described in paragraph clause (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States)thereto. If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof (including costs related to giving the second notice) shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts held for the benefit of such Noteholdersand Funding Account. The Indenture Trustee and the Paying Agent shall pay to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two (2) years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. (a) The Issuer Servicer shall give the Indenture Trustee at least 30 days written notice of the Payment Distribution Date on which the Noteholders Investor Certificateholders of any Series, Series or Class or Tranche may surrender their Notes Investor Certificates for payment of the final distribution on and cancellation of such NotesInvestor Certificates promptly after the Servicer has determined that a final distribution shall occur. Not Such notice shall be accompanied by an Officer's Certificate setting forth the information specified in Section 3.5 covering the period during the then-current calendar year through the date of such notice. Upon at least one Business Day's prior written notice by the Servicer, not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to NoteholdersInvestor Certificateholders, the Indenture Trustee shall provide notice to Noteholders Investor Certificateholders of such Series, Series or Class or Tranche specifying (i) the date upon which final payment of such Series, Series or Class or Tranche will shall be made upon presentation and surrender of Notes Investor Certificates of such Series, Series or Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes Investor Certificates at the office or offices office therein specified (which, in the case of Bearer Notes, shall be outside the United States)specified. The Indenture Trustee shall give such notice to the Note Transfer Agent and Registrar and the Paying Agent Rating Agencies at the time such notice is given to NoteholdersInvestor Certificateholders. Notice of the final distribution with respect to any Class of Certificates listed on the Luxembourg Stock Exchange (so long as the rules thereof so require) shall be published by the Trustee once in an Authorized European Newspaper. (ab) Notwithstanding a final distribution to the Noteholders Investor Certificateholders of any Series, Series or Class or Tranche of Notes (or the termination of the IssuerTrust), except as otherwise provided in this paragraph, all funds then on deposit in the Collection Account and any Issuer Series Account allocated to such Noteholders Investor Certificateholders shall continue to be held in trust for the benefit of such Noteholders, Investor Certificateholders and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders Investor Certificateholders upon surrender of their Notes, if certificatedInvestor Certificates (and any excess shall be paid in accordance with the terms of any Enhancement Agreement). In the event that all such Noteholders Investor Certificateholders shall not surrender their Notes Investor Certificates for cancellation within 6 six months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders Investor Certificateholders to surrender their Notes Investor Certificates for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States)thereto. If within one year after the second notice all such Notes Investor Certificates shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders Investor Certificateholders concerning surrender of their NotesInvestor Certificates, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts Series Account held for the benefit of such NoteholdersInvestor Certificateholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer Seller any monies held by them it for the payment of principal or interest with respect to a Series that remains remain unclaimed for two yearsyears after the date of the first notice of final distribution with respect to such Series. After such payment to the IssuerSeller, Noteholders Investor Certificateholders entitled to the money must look to the Issuer Seller for payment as general creditors unless an applicable abandoned property law designates another Person. (c) In the event that the Invested Amount with respect to any Series is greater than zero on its Termination Date (after giving effect to deposits and distributions otherwise to be made on such Termination Date), the Trustee shall sell or cause to be sold on such Termination Date Receivables (or interests therein) in an amount equal to the sum of (i) the Invested Amount with respect to such Series on such Termination Date (after giving effect to such deposits and distributions) plus (ii) accrued and unpaid interest with respect to such Series; provided, however, that in no event shall such amount exceed the lesser of (x) such Series' Allocation Percentage (as defined in the Series Supplements and for the Collection Period in which such Termination Date occurs) of the aggregate unpaid balance of the Principal Receivables on such Termination Date and (y) 110% of such Invested Amount. The proceeds, net of all reasonable expenses incurred by the Trustee in connection with such sale, which shall be paid to the Trustee from such proceeds (the "Termination Proceeds") from such sale shall be immediately deposited into the Collection Account for the benefit of the Investor Certificateholders of such Series. The Termination Proceeds shall be allocated and distributed to the Investor Certificateholders of such Series in accordance with the terms of the applicable Supplement.

Final Distribution. (a) The Issuer Servicer shall give the Indenture ------------------ Trustee at least 30 thirty (30) days written prior notice of the Payment Distribution Date on which the Noteholders respective Certificateholders of any Series, Series or Class or Tranche the Holder of the Variable Funding Certificate may surrender their Notes respective Certificates for payment of the final distribution on and cancellation of such NotesCertificates (or, in the event of a final distribution resulting from the application of Section 2.03 or Section 9.01 hereof, notice of such Distribution Date promptly after the Servicer has determined that a final distribution will occur, if such determination is made less than thirty (30) days prior to such Distribution Date). Such notice shall be accompanied by an Officers' Certificate setting forth the information specified in Section 3.05 hereof covering the period during the then-current calendar year through the date of such notice. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche Variable Funding Certificate is payable to NoteholdersCertificateholders or the Holder of the Variable Funding Certificate, as applicable, the Indenture Trustee shall provide notice to Noteholders of such Series, Class or Tranche the related Certificateholders specifying (i) the date upon which final payment of such Series, Class or Tranche thereof will be made upon presentation and surrender of Notes of such Series, Class or Tranche the related Certificates at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes the related Certificates at the office or offices therein specified (which, in the case of Bearer NotesCertificate, shall be outside the United States). The Indenture Trustee shall give such notice to the Note Transfer Agent and Registrar and the Paying Agent Rating Agencies at the time such notice is given to Noteholdersthe related Certificateholders. (ab) Notwithstanding a final distribution to the Noteholders Certificateholders of any Series, Series or Class or Tranche the Holder of Notes the Variable Funding Certificate (or the termination of the IssuerTrust), except as otherwise provided in this paragraphsubsection (b), all funds then on deposit in the Collection Account and any Issuer Series Account allocated to such Noteholders Certificateholders or the Holder of the Variable Funding Certificate shall continue to be held in trust for the benefit of such NoteholdersCertificateholders or the Holder of the Variable Funding Certificate, as applicable, and the Paying Agent or the Indenture (S) 12.02 Trustee shall pay such funds to such Noteholders Certificateholders upon surrender of their Notes, if certificatedthe related Certificates (and any excess shall be paid in accordance with the terms of any Enhancement Agreement). In the event that all such Noteholders Certificateholders shall not surrender their Notes Certificates for cancellation within 6 six months after the date specified in the notice from the Indenture Trustee described in paragraph subsection (a)) above, the Indenture Trustee shall give a second notice to the remaining such Noteholders Certificateholders to surrender their Notes Certificates for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer NotesCertificates, shall be outside the United States). If within one year after the second notice all such Notes Certificates shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders Certificateholders concerning surrender of their NotesCertificates, and the cost thereof shall be paid out of the funds in the Collection Account or or, if applicable, any Supplemental Issuer Accounts Series Account held for the benefit of such NoteholdersCertificateholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer Depositor any monies held by them it for the payment of principal or interest that remains remain unclaimed for two years. After payment to the IssuerDepositor, Noteholders Certificateholders entitled to the money must look to the Issuer Depositor for payment as general creditors unless an applicable abandoned property law designates another Person. (c) In the event that (x) the Invested Amount with respect to any Series is greater than zero on its Termination Date or (y) the Variable Funding Amount is greater than zero on the Termination Date with respect to the Variable Funding Certificate, in each case after giving effect to deposits and distributions otherwise to be made on such Termination Date, the Trustee will use its best efforts to sell or cause to be sold on such Termination Date Receivables (or interests therein) in an amount equal to the interest in the Pool Balance represented by the Certificates; provided, however, that in no -------- ------- event shall such amount exceed (i) such Series' Allocation Percentage (as defined in the related Supplements and for the Collection Period in which such Termination Date occurs) of Receivables on such Termination Date, in the case of a Series of Investor Certificates, and (ii) the Variable Funding Percentage (as defined in the related Supplement and for the Collection Period in which such Termination Date occurs) of Receivables on such Termination Date, in the case of the Variable Funding Certificate. The proceeds (the "Termination Proceeds") -------------------- from such sale shall be immediately deposited into the Collection Account for the benefit of the Certificateholders of such Series and the Holder of the Variable Funding Certificate, as applicable. The Termination Proceeds shall be allocated and distributed to the Certificateholders of such Series and the Holder of the Variable Funding Certificate, as applicable, in accordance with the terms of the applicable Supplement.

Final Distribution. The Issuer (a) Servicer shall give the Indenture Trustee at least 30 days ten days' prior written notice of the Payment Date date on which the Noteholders Trust is expected to terminate in accordance with Section 12.1(a). The notice shall be accompanied by a certificate of any Series, Class or Tranche may surrender their Notes for payment an Authorized Officer of Servicer setting forth the information specified in Section 3.6 covering the period during the then current calendar year through the date of the final distribution on and cancellation of such Notesnotice. Not later than Upon receiving the fifth day of the month in which the final distribution in respect of such Seriesnotification from Servicer, Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide give the Certificateholders and/or the Agents (as applicable) written notice to Noteholders as soon as practicable after Trustee's receipt of such Seriesnotice from Servicer, Class or Tranche specifying which notice shall specify (i) the date Distribution Date upon which final payment of such Series, Class or Tranche will with respect to the Certificates is expected to be made upon presentation and surrender of Notes of such Series, Class or Tranche at the office or offices therein designatedmade, (ii) the amount of any such final payment and (iii) that Certificateholders shall not receive such final payment unless they surrender their Certificates in accordance with the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender last sentence of such Notes at the office or offices therein specified this clause (which, in the case of Bearer Notes, shall be outside the United Statesa). The Indenture Trustee shall give such the notice to the Note Transfer Agent and Registrar and the Paying Agent at the time such notice is given to NoteholdersCertificateholders. On the Distribution Date specified in the notice, Trustee shall, based upon the Daily Report relating to such Distribution Date, cause to be distributed to the Certificateholders the amounts distributable to them on such Distribution Date pursuant to the applicable Supplement. Each Certificateholder shall present its Certificate to Trustee and surrender its Certificate for cancellation at the address of Trustee set forth in Section 13.6 at least one Business Day prior to the Distribution Date upon which final payment with respect to the Certificates is expected to be made. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Class or Tranche of Notes (or the termination of the IssuerTrust pursuant to Section 12.1(a), except as otherwise provided in this paragraph, all funds then on deposit in any Issuer the Master Collection Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, the Certificateholders and the Purchasers and the Paying Agent or the Indenture Trustee shall pay such funds to the Certificateholders and the Purchasers at the time set forth in Section 12.1(a). If any Certificateholder or Purchaser does not claim the portion of such Noteholders upon surrender funds to which it is entitled at such time, interest shall cease to accrue on its Certificate or Purchased Interest (as applicable) and Trustee shall hold such funds in trust for such Person, subject to the further provisions of their Notes, if certificatedthis Section. In the event that all such Noteholders any of the Certificateholders shall not surrender have claimed their Notes for cancellation final payment with respect to their Certificates within 6 six months after the date specified in the above-mentioned written notice from the Indenture Trustee described in paragraph (a)Trustee, the Indenture Trustee shall give a second written notice to the remaining such Noteholders to surrender their Notes for cancellation and receive Certificateholders concerning payment of the final distribution with respect thereto (which and surrender and payment, in the case of Bearer Notes, shall be outside the United States)their Certificates for cancellation. If within one year after the second notice all such Notes the Certificates shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders Certificateholders concerning surrender of their NotesCertificates, and the cost thereof shall be paid out of the funds in the Master Collection Account or any Supplemental Issuer Accounts held for the benefit of such NoteholdersCertificateholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer Transferor any monies held by them for the payment of principal of or interest on the Certificates that remains unclaimed for two yearsyears after the termination of the Trust pursuant to Section 12.1(a). After payment of the monies to the IssuerTransferor, Noteholders Certificateholders entitled to the money must look to the Issuer Transferor for payment as unsecured general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. (a) The Issuer Servicer shall give the Indenture Trustee at least 30 days written notice of the Payment Date on which the Noteholders of any Series, Class or Tranche of Notes may surrender their Notes for payment of the final distribution on and cancellation of such Notes at least two (2) Business Days prior to the fifth day of the month in which the final distribution is to occur with respect to such Notes. Not later than the fifth day of the month in which the final distribution in respect of such Series, Class or Tranche of Notes is payable to Noteholders, the Indenture Trustee shall provide notice to Noteholders of such Series, Class or Tranche specifying (i) the date upon which final payment of such Series, Class or Tranche of Notes will be made upon presentation and surrender of Notes of such Series, Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States)specified. The Indenture Trustee shall give such notice to the Note Registrar and the Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders Holders of any Series, Class or Tranche of Notes (or the termination of the IssuerIssuing Entity), except as otherwise provided in this paragraphclause, all funds then on deposit in any Issuer Bank Account allocated to such Noteholders shall continue to be held in trust by the Paying Agent or the Indenture Trustee for the benefit of such Noteholders, and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificated. In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States). If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts Bank Account held for the benefit of such Noteholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer Issuing Entity any monies held by them for the payment of principal or interest that remains unclaimed for two 2 years. After payment to the IssuerIssuing Entity, Noteholders entitled to the money must look to the Issuer Issuing Entity for payment as unsecured general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. (a) The Issuer Servicer shall give the Indenture Trustee at least 30 thirty (30) days written prior notice of the Payment Date on which the Noteholders of any Seriesseries, Class class or Tranche tranche may surrender their Notes for payment of the final distribution on and cancellation of such Notes. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide notice to Noteholders of such Seriesseries, Class class or Tranche tranche specifying (i) the date upon which final payment of such Seriesseries, Class class or Tranche tranche will be made upon presentation and surrender of Notes of such Seriesseries, Class class or Tranche tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States). The Indenture Trustee shall give such notice to the Note Registrar and the Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Seriesseries, Class class or Tranche of Notes tranche (or the termination of the Issuer), except as otherwise provided in this paragraph, all funds then on deposit in any Issuer Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, Noteholders and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificatedcertificated (and any excess shall be paid in accordance with the terms of any Enhancement Agreement). In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 six (6) months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States). If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts Series Account held for the benefit of such Noteholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two (2) years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. (a) The Issuer Servicer shall give the Indenture Trustee Trustee, the Paying Agent and the Note Registrar at least 30 fifteen (15) days prior written notice of the Payment Date on which the Noteholders of any Series, Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such Notes. Not Such notice shall be accompanied by an Officer’s Certificate of the Servicer setting forth the information specified in Section 2.07 of the Servicing Agreement covering the period during the then-current calendar year through the date of such notice. To the extent practicable, not later than the fifth day of the month in which the five (5) Business Days prior to such final distribution in respect of such Series, Class or Tranche is payable to NoteholdersPayment Date, the Indenture Trustee shall provide notice to Noteholders of such Series, Class or Tranche specifying (i) the date upon which final payment of such Series, Class or Tranche the Notes will be made upon presentation and surrender of such Notes of such Series, Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date Payment Date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States)specified. The Indenture Trustee shall give such notice to the Note Registrar and the Paying Agent (if other than the Indenture Trustee) at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Class or Tranche of Notes (or the termination of the IssuerCo-Issuers), except as otherwise provided in this paragraph, all funds then on deposit in any Issuer Account allocated to such Noteholders the Collection Account, shall continue to be held in trust for the benefit of such Noteholders, Noteholders and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificated. In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 six (6) months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States)thereto. If within one (1) year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, Notes pursuant to and the cost thereof shall be paid out of the funds as described in the Collection Account or any Supplemental Issuer Accounts held for the benefit of such NoteholdersSection 3.03. The Indenture Trustee and the Paying Agent shall pay to the Issuer Co-Issuers any monies held by them for the payment of principal or interest that remains unclaimed for two years(2) years pursuant to and as described in Section 3.03. After payment to the IssuerCo-Issuers, Noteholders entitled to the money must look to the Issuer Co-Issuers for payment as general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. (a) The Issuer Transferor shall give the Indenture Trustee and the Note Registrar at least 30 thirty (30) days prior written notice of the Payment Date on which the Noteholders of any Series, Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such Notes. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide notice to Noteholders of such Series, Class or Tranche specifying (i) the date upon which final payment of such Series, Class or Tranche will be made upon presentation and surrender of Notes of such Series, Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States)specified. The Indenture Trustee shall give such notice to the Note Registrar and the Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Class or Tranche of Notes (or the termination of the Issuer), except as otherwise provided in this paragraph, all funds then on deposit in any Issuer Trust Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificated. In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 six (6) months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders (with a copy to the Note Registrar) to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States)thereto. If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Account Account, the Excess Funding Account, or any Supplemental Issuer Accounts Account held for the benefit of such Noteholders. The Subject to applicable law, the Indenture Trustee and the Paying Agent shall pay disburse to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two (2) years. After payment to the IssuerIssuer and the Indenture Trustee shall have no liability with respect to such funds, and Noteholders entitled to the money must look solely to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. (a) The Issuer shall Servicer will give the Indenture Trustee at least 30 days written days' prior notice of the Payment Distribution Date on which the Noteholders of any Series, Series or Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such NotesNotes (or, in the event of a final distribution resulting from the application of Section 2.03(c) or 6.01 of the Transfer and Servicing Agreement[s], notice of such Distribution Date promptly after the Servicer has determined that a final distribution will occur, if such determination is made less than 30 days prior to such Distribution Date). Such notice must be accompanied by an Officer's Certificate setting forth the information specified in Section 3.05 of the Transfer and Servicing Agreement[s] covering the period during the then current calendar year through the date of such notice. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to Noteholders, the Indenture Trustee shall will provide notice to Noteholders of such Series, Series or Class or Tranche specifying (i) the date upon which final payment of such Series, Series or Class or Tranche will be made upon presentation and surrender of Notes of such Series, Series or Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall will be outside the United States). The Indenture Trustee shall will give such notice to the Note Transfer Agent and Registrar and the Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Series or Class or Tranche of Notes (or the termination of the Issuer), except as otherwise provided in this paragraph, all funds then on deposit in the Collection Account and any Issuer Series Account allocated to such Noteholders shall will continue to be held in trust for the benefit of such Noteholders, Noteholders and the Paying Agent or the Indenture Trustee shall will pay such funds to such Noteholders upon surrender of their Notes, if certificatedcertificated (and any excess will be paid in accordance with the terms of any Enhancement Agreement). In the event that all such Noteholders shall do not surrender their Notes for cancellation within 6 six months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall will give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall will be outside the United States). If within one year after the second notice all such Notes shall have not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall will be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts Series Account held for the benefit of such Noteholders. The Indenture Trustee and the Paying Agent shall will pay to the Issuer Transferor any monies held by them for the payment of principal or interest that remains unclaimed for two years. After payment to the IssuerTransferor, Noteholders entitled to the money must look to the Issuer Transferor[s] for payment as general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. (a) The Issuer Servicer shall give the Indenture Trustee at least 30 days written days' prior notice of the Payment Distribution Date on which the Noteholders of any Series, Series or Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such NotesNotes (or, in the event of a final distribution resulting from the application of Section 2.06, 6.01 or 7.01 of the Transfer and Servicing Agreement, notice of such Distribution Date promptly after the Servicer has determined that a final distribution will occur, if such determination is made less than 30 days prior to such Distribution Date). Such notice shall be accompanied by an Officer's Certificate setting forth the information specified in Section 3.05 of the Transfer and Servicing Agreement covering the period during the then-current calendar year through the date of such notice. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide notice to Noteholders of such Series, Series or Class or Tranche specifying (i) the date upon which final payment of such Series, Series or Class or Tranche will be made upon presentation and surrender of Notes of such Series, Series or Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States). The Indenture Trustee shall give such notice to the Note Transfer Agent and Registrar and the Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Series or Class or Tranche of Notes (or the termination of the IssuerTrust), except as otherwise provided in this paragraph, all funds then on deposit in the Collection Account and any Issuer Series Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, Noteholders and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificatedcertificated (and any excess shall be paid in accordance with the terms of any Enhancement Agreement). In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 six months after the date specified in the notice from the Indenture Trustee described in paragraph Section 11.02 (a), ) the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States). If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts Series Account held for the benefit of such Noteholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. The Issuer (a) Servicer shall give the Indenture Trustee and the Rating Agencies at least 30 thirty (30) days prior written notice of the Payment Distribution Date on which the Noteholders of any Series, Series or Class or Tranche may surrender their Notes for payment of the 57 final distribution on and cancellation of such NotesNotes (or, in the event of a final distribution resulting from the application of SECTION 2.6 or 7.1 of the Transfer and Servicing Agreement or Section 5.5, notice of such Distribution Date promptly after Servicer has determined that a final distribution will occur, if such determination is made less than thirty (30) days prior to such Distribution Date). Such notice shall be accompanied by an Officer's Certificate setting forth the information specified in SECTION 3.5 of the Transfer and Servicing Agreement covering the period during the then-current calendar year through the date of such notice. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide notice to Noteholders of such Series, Series or Class or Tranche specifying (i) the date upon which final payment of such Series, Series or Class or Tranche will be made upon presentation and surrender of Notes of such Series, Series or Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, which in the case of Bearer Notes, Notes shall be outside the United States). The Indenture Trustee shall give such notice to the Note Transfer Agent and Registrar and the Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Series or Class or Tranche of Notes (or the termination of the Issuer), except as otherwise provided in this paragraph, all funds then on deposit in the Collection Account and any Issuer Series Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, Noteholders and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificatedcertificated (and any excess shall be paid in accordance with the terms of any Enhancement Agreement). In the event that If all such Noteholders shall not surrender their Notes for cancellation within 6 six (6) months after the date specified in the notice from the Indenture Trustee described in paragraph PARAGRAPH (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States). If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts Series Account held for the benefit of such Noteholders. The Indenture Trustee and and, upon the written request of Servicer, Paying Agent shall pay to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two (2) years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. (a) The Issuer Servicer shall give the Indenture Trustee at least 30 days written prior notice of the Payment Date on which the Noteholders of any Series, Series or Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such NotesNotes (or, in the event of a final distribution resulting from the application of Section 2.06, 6.01 or 7.01 of the Transfer and Servicing Agreement, notice of such Payment Date promptly after the Servicer has determined that a final distribution will occur, if such determination is made less than 30 days prior to such Payment Date). Such notice shall be accompanied by an Officer's Certificate setting forth the information specified in Section 3.05 of the Transfer and Servicing Agreement covering the period during the then-current calendar year through the date of such notice. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide notice to Noteholders of such Series, Series or Class or Tranche specifying (i) the date upon which final payment of such Series, Series or Class or Tranche will be made upon presentation and surrender of Notes of such Series, Series or Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States). The Indenture Trustee shall give such notice to the Note Transfer Agent and Registrar and the Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Series or Class or Tranche of Notes (or the termination of the IssuerTrust), except as otherwise provided in this paragraph, all funds then on deposit in the Collection Account and any Issuer Series Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, Noteholders and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificatedcertificated (and any excess shall be paid in accordance with the terms of any Enhancement Agreement). In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 six months after the date specified in the notice from the Indenture Trustee described in paragraph (aSection 11.02(a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States). If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts Series Account held for the benefit of such Noteholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. (a) The Issuer Servicer shall give the Indenture Trustee at least 30 thirty (30) days prior written notice of the Payment Distribution Date on which the Noteholders of any Series, Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such NotesNotes (or, in the event of a final distribution resulting from the application of Section 2.9 of the Sale and Servicing Agreement, notice of such Distribution Date promptly after the Servicer has determined that a final distribution will occur, if such determination is made less than thirty (30) days prior to such Distribution Date). Such notice shall be accompanied by an Officer’s Certificate setting forth the information specified in Section 3.5 of the Sale and Servicing Agreement covering the period during the then-current calendar year through the date of such notice. Not later than the fifth day of the month in which the final distribution in respect of such Series, Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide notice to Noteholders of such Series, Class or Tranche specifying (i) the date upon which final payment of such Series, Class or Tranche will be made upon presentation and surrender of Notes of such Series, Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States). The Indenture Trustee shall give such notice to the Note Registrar and the Paying Agent at the time such notice is given to Noteholdersspecified. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Class or Tranche of Notes (or the termination of the Issuer), except as otherwise provided in this paragraph, all funds then on deposit in any Issuer the Operations Account allocated to after such Noteholders final distribution shall continue to be held in trust for the benefit of such Noteholders, Noteholders and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificatedcertificated (and any excess shall be paid to the holder of the Equity Certificate). In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 six (6) months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States)thereto. If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Operations Account or any Supplemental Issuer Accounts held for the benefit of such Noteholders. The Upon the written request of the Servicer, the Indenture Trustee and the Paying Agent shall pay to the Issuer any monies held by them it for the payment of principal or interest that remains unclaimed for two (2) years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. (a) The Issuer Transferor shall give the Indenture Trustee Trustee, the Paying Agent and the Note Registrar at least 30 thirty (30) days prior written notice of the Payment Date on which the Noteholders of any Series, Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such Notes. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide notice to Noteholders of such Series, Class or Tranche specifying (i) the date upon which final payment of such Series, Class or Tranche will be made upon presentation and surrender of Notes of such Series, Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States)specified. The Indenture Trustee shall give such notice to the Note Registrar and the Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Class or Tranche of Notes (or the termination of the Issuer), except as otherwise provided in this paragraph, all funds then on deposit in any Issuer Trust Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificated. In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 six (6) months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders (with a copy to the Paying Agent and the Note Registrar) to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States)thereto. If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Account Account, the Excess Funding Account, or any Supplemental Issuer Accounts Account held for the benefit of such Noteholders. The Subject to applicable law, the Indenture Trustee and the Paying Agent shall pay disburse to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two (2) years. After payment to the Issuer, the Indenture Trustee and the Paying Agent shall have no liability with respect to such funds, and Noteholders entitled to the money must look solely to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. (a) The Issuer Servicer shall give the Indenture Trustee and the Trustee shall give each Certificate- holder at least 30 days 20 days' prior written notice of the Payment Date date on which (i) the Noteholders of any Series, Class or Tranche Trust is expected to terminate in accordance with Section 12.01 and (ii) the Certificateholders may surrender their Notes Certificates for payment of the final distribution on and cancellation of such NotesCertificates. Such notice shall be accompanied by an Officer's Certificate setting forth the information specified in Section 3.06 covering the period during the then-current calendar year through the date of such notice. Not later than five days after the fifth day of the month in which the final distribution in respect of Trustee shall receive such Series, Class or Tranche is payable to Noteholdersnotice, the Indenture Trustee shall provide mail notice to Noteholders of such Series, Class or Tranche the Certificateholders specifying (i) the date upon which such final payment of such Series, Class or Tranche distribution will be made upon presentation and surrender of Notes of such Series, Class or Tranche Certificates at the office or offices therein designated, (ii) the amount of any such final payment distribution and (iii) that the Record Distribution Date otherwise applicable to such payment date final distribution is not applicable, payments being made only upon presentation and surrender of such Notes Certificates at the office or offices therein specified (whichspecified; provided, in however, that such presentation and surrender shall not be required for a Certificateholder that is an insurance company or institutional investor. Each such Certificateholder shall surrender its Certificate to the case Trustee following receipt of Bearer Notes, shall be outside the United States)final distribution thereon. The Indenture Trustee shall give such notice to the Note Transfer Agent and Registrar and the Paying Agent at the time such notice is given to Noteholdersthe Certificateholders. (ab) Notwithstanding a final distribution the Servicer's delivery to the Noteholders of any SeriesTrustee, Class or Tranche of Notes (or the termination Trustee's delivery to the Certificateholders, of the Issuernotices required under Section 12.02(a), except as otherwise provided in this paragraph, all funds then on deposit in the Concentration Account, any Issuer Dell Collection Account, any Series Account, the Transferor's Account allocated to such Noteholders or the Trustee's Account shall continue to be held in trust for the benefit of such Noteholdersthe Certificateholders, and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders the Certificateholders upon surrender of their NotesCertificates pursuant to, if certificated. In and subject to the event that all such Noteholders shall not surrender their Notes for cancellation within 6 months after the date specified in the notice from the Indenture Trustee described in paragraph (a)priorities set forth in, the Indenture Trustee shall give applicable Supplement, as if such surrender date were on a second notice to the remaining such Noteholders to surrender their Notes for cancellation Distribution Date (and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States). If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof any excess shall be paid out in accordance with the terms of the funds in the Collection Account or any Supplemental Issuer Accounts held for the benefit of such Noteholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.any

Final Distribution. (a) The Issuer Servicer shall give the Indenture Trustee at least 30 thirty (30) days prior written notice of the Payment Date on which the Noteholders of any Series, Series or Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such Notes. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide notice to Noteholders of such Series, Series or Class or Tranche specifying (i) the date upon which final payment of such Series, Series or Class or Tranche will shall be made upon presentation and surrender of Notes of such Series, Series or Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States). The Indenture Trustee shall give such notice to the Note Registrar and the Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Series or Class or Tranche of Notes (or the termination of the Issuer), except as otherwise provided in this paragraph, all funds then on deposit in any Issuer Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificated. In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 six (6) months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States). If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts Account held for the benefit of such Noteholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two (2) years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. The Issuer (a) Promptly following the date (the "Final Date") which is the later of: (i) three (3) years following the date hereof; and (ii) the Section 6 Date, the Escrow Agent shall, not less than five (5) Business Days following the giving of written notice to IPL and each Stockholder of its intention to do so, distribute all Deposited Shares and all funds on deposit in the Escrow Accounts to the applicable Stockholder who has deposited such funds or shares hereunder; provided, however, that if, prior to the Final Date, an Indemnified Person has delivered to the Escrow Agent a written notice (a "Claim Notice") that it has asserted an Indemnification Claim pursuant to the terms of the Merger Agreement and the amount of such claim (the "Indemnification Claimed Amount") in respect of any Subject Stockholder and there has been no disposition of the Indemnification Claim covered thereby either: (A) as a result of a final, binding, non-appealable order or judgment of a court of competent jurisdiction resulting in an order of such court to the Escrow Agent regarding the payment of such Indemnification Claim; or (B) a written agreement of the Subject Stockholder resulting in written instructions to the Escrow Agent signed by the Indemnified Person and the Subject Stockholder: (i) the Escrow Agent shall give continue to hold an aggregate amount (determined in the Indenture Trustee manner set forth in Section 6(c)) through the retention of Deposited Shares and of funds in the Escrow Account, in each case applicable to such Stockholder, equal to the Indemnification Claimed Amount until such Indemnification Claim is so disposed of; and (ii) shall deliver to each Stockholder the balance of the Deposited Shares or the funds held in the applicable Escrow Account, in excess of the amounts required to be retained pursuant to the preceding clause (i) (such distribution pursuant to this clause (ii) and retention pursuant to clause (i), to be made from Deposited Shares, cash in Escrow Accounts, or a combination thereof, as shall be designated by each Stockholder by written notice to the Escrow Agent and IPL within five (5) Business Days following the Final Date); provided that if such notice has not been received by the Escrow Agent at least 30 three (3) days prior to the Final Date, then the Escrow Agent shall make such distribution on the third Business Day following its receipt of such notice. The Escrow Agent shall not make any distribution of Deposited Shares or funds on deposit in the Escrow Accounts until it has received written notice from the Stockholders. (b) Any amount or portion thereof retained pursuant to Section 6(a), shall be: (i) applied pursuant to Section 5 hereof; or (ii) applied pursuant to written instructions to the Escrow Agent executed by the Indemnified Person and the Subject Stockholder; or (iii) in the event that the Escrow Agent receives a certificate from a Subject Stockholder and the Indemnified Person which states that the matters set forth in the Claim Notice have been determined by a final, binding, non-appealable order of a court of competent jurisdiction, and the Payment Date on which the Noteholders of any Series, Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such Notes. Not later than the fifth day of the month in which the final distribution amount retained in respect of such SeriesIndemnification Claim, Class or Tranche is payable pursuant to Noteholdersthis Section 6, exceeds the amount required to be paid pursuant to Section 5 hereof in respect of such Indemnification Claim, then the excess shall be paid over to the Subject Stockholder (and, in the event of any dispute with respect to the foregoing, the Indenture Trustee same may be submitted for resolution pursuant to the dispute resolution procedures set forth in Section 11 hereof and the Escrow Agent shall provide notice thereafter release amounts in the applicable Escrow Account and the applicable Deposited Shares, in accordance with the determination resulting therefrom). (c) For purposes of withholding assets pursuant to Noteholders Section 6(a), any Deposited Shares shall be valued at Market Value determined in good faith by the Board of such Series, Class or Tranche specifying (i) Directors of IPL as of the date upon which final payment of such Series, Class or Tranche will Final Date and all amounts held in any Escrow Account shall be made upon presentation and surrender of Notes of such Series, Class or Tranche valued at the office or offices therein designated, (ii) the amount of any cash held in such final payment and (iii) account. For the purposes of this Agreement, the Escrow Agent may assume, without inquiry or responsibility, that all actions taken by the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender Board of such Notes at the office or offices therein specified (which, in the case Directors of Bearer Notes, IPL shall be outside the United States). The Indenture Trustee shall give such notice to the Note Registrar and the Paying Agent at the time such notice is given to Noteholders. (a) Notwithstanding a final distribution to the Noteholders of any Series, Class or Tranche of Notes (or the termination of the Issuer), except as otherwise provided in this paragraph, all funds then on deposit in any Issuer Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificatedgood faith. In the event that all any amounts held in any Escrow Account in cash are withheld from distribution pursuant to this Section 6, due to the existence of any Indemnification Claim pending as of such Noteholders shall not surrender their Notes for cancellation within 6 months after date, then to the date extent that the amount so withheld (the "Retained Amount") exceeds 150% of the amount specified in a certificate signed by the notice from Stockholders and IPL as the Indenture Trustee described in paragraph (a)amount finally determined by a court of competent jurisdiction pursuant to a final, binding, non-appealable order to be the Indenture Trustee shall give a second notice actual amount to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States). If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out in respect of the funds in the Collection Account or any Supplemental Issuer Accounts held for the benefit of such Noteholders. The Indenture Trustee and the Paying Agent Indemnification Claim, IPL shall pay to the Issuer Subject Stockholders in respect of such Indemnification Claim, an amount (reduced by any monies held other earnings received by them for the payment Subject Stockholder pursuant to this Agreement in respect of principal such amounts during such period) equal to interest on such excess calculated from the Final Date until the date of such payment, at a rate equal to 2% in excess of the average annual interest rate paid by IPL to its then current lending bank during each annual period (or part thereof) that such amounts are retained (or, in the event there is no such bank during any such period, 15% per annum), but not in excess of the maximum rate of interest that remains unclaimed for two years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Personpermitted by law.

Final Distribution. (a) The Issuer Servicer shall give the Indenture Trustee at least 30 days written notice of the Payment Distribution Date on which the Noteholders Investor Certificateholders of any Series, Series or Class or Tranche may surrender their Notes Investor Certificates for payment of the final distribution on and cancellation of such NotesInvestor Certificates promptly after the Servicer has determined that a final distribution shall occur. Not Such notice shall be accompanied by an Officer's Certificate setting forth the information specified in Section 3.5 covering the period during the then-current calendar year through the date of such notice. Upon at least one Business Day's prior written notice by the Servicer, not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to NoteholdersInvestor Certificateholders, the Indenture Trustee shall provide notice to Noteholders Investor Certificateholders of such Series, Series or Class or Tranche specifying (i) the date upon which final payment of such Series, Series or Class or Tranche will shall be made upon presentation and surrender of Notes Investor Certificates of such Series, Series or Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes Investor Certificates at the office or offices office therein specified (which, in the case of Bearer NotesCertificates, shall be outside the United States). The Indenture Trustee shall give such notice to the Note Transfer Agent and Registrar and the Paying Agent Rating Agencies at the time such notice is given to NoteholdersInvestor Certificateholders. (ab) Notwithstanding a final distribution to the Noteholders Investor Certificateholders of any Series, Series or Class or Tranche of Notes (or the termination of the IssuerTrust), except as otherwise provided in this paragraph, all funds then on deposit in the Collection Account and any Issuer Series Account allocated to such Noteholders Investor Certificateholders shall continue to be held in trust for the benefit of such Noteholders, 84 Investor Certificateholders and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders Investor Certificateholders upon surrender of their Notes, if certificatedInvestor Certificates (and any excess shall be paid in accordance with the terms of any Enhancement Agreement). In the event that all such Noteholders Investor Certificateholders shall not surrender their Notes Investor Certificates for cancellation within 6 six months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders Investor Certificateholders to surrender their Notes Investor Certificates for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer NotesCertificates, shall be outside the United States). If within one year after the second notice all such Notes Investor Certificates shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders Investor Certificateholders concerning surrender of their NotesInvestor Certificates, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts Series Account held for the benefit of such NoteholdersInvestor Certificateholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer Seller any monies held by them it for the payment of principal or interest with respect to a Series that remains remain unclaimed for two yearsyears after the date of the first notice of final distribution with respect to such Series. After such payment to the IssuerSeller, Noteholders Investor Certificateholders entitled to the money must look to the Issuer Seller for payment as general creditors unless an applicable abandoned property law designates another Person. (c) In the event that the Invested Amount with respect to any Series is greater than zero on its Termination Date (after giving effect to deposits and distributions otherwise to be made on such Termination Date), the Trustee shall sell or cause to be sold on such Termination Date Receivables (or interests therein) in an amount equal to the sum of (i) the Invested Amount with respect to such Series on such Termination Date (after giving effect to such deposits and distributions) plus (ii) accrued and unpaid interest with respect to such Series; provided, however, that in no event shall such amount exceed the lesser of (x) such Series' Allocation Percentage (as defined in the Series Supplements and for the Collection Period in which such Termination Date occurs) of Receivables on such Termination Date and (y) 110% of such Invested Amount. The proceeds, net of all reasonable expenses incurred by the Trustee in connection with such sale, liquidation or other disposition, which shall be paid to the Trustee from such proceeds (the "Termination Proceeds") from such sale shall be immediately deposited into the Collection Account for the benefit of the Investor Certificateholders of such Series. The Termination Proceeds shall be allocated and distributed to the Investor Certificateholders of such Series in accordance with the terms of the applicable Supplement.

Final Distribution. The Issuer (a) Servicer shall give the Indenture Trustee at least 30 days written prior notice of the Payment Distribution Date on which the Noteholders Investor Holders of any Series, Series or Class or Tranche may surrender their Notes Investor Certificates for payment of the final distribution on and cancellation of such NotesInvestor Certificates (or, in the event of a final distribution resulting from the application of Section 2.6, 9.2 or 10.1, notice of such Distribution Date promptly after Servicer has determined that a final distribution will occur, if such determination is made less than 30 days prior to such Distribution Date). Such notice shall be accompanied by an Officer’s Certificate setting forth the information specified in Section 3.5 covering the period during the then current fiscal year through the date of such notice. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to NoteholdersInvestor Holders, the Indenture Trustee shall provide notice to Noteholders Investor Holders of such Series, Series or Class or Tranche specifying (i) the date upon which final payment of such Series, Series or Class or Tranche will be made upon presentation and surrender of Notes Investor Certificates of such Series, Series or Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes Investor Certificates at the office or offices therein specified (which, in the case of Bearer NotesCertificates, shall be outside the United States). The Indenture Trustee shall give such notice to the Note Transfer Agent and Registrar and the Paying Agent at the time such notice is given to NoteholdersInvestor Holders. (ab) Notwithstanding a final distribution to the Noteholders Investor Holders of any Series, Series or Class or Tranche of Notes (or the termination of the IssuerTrust), except as otherwise provided in this paragraph, all funds then on deposit in the Collection Account, the Excess Funding Account and any Issuer Series Account allocated to such Noteholders Investor Holders shall continue to be held in trust for the benefit of such Noteholders, Investor Holders and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders Investor Holders upon surrender of their Notes, if certificatedInvestor Certificates (and any excess shall be paid in accordance with any relevant Enhancement Agreement). In the event that If all such Noteholders Investor Holders shall not surrender their Notes Investor Certificates for cancellation within 6 six months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders Investor Holders to surrender their Notes Investor Certificates for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer NotesCertificates, shall be outside the United States). If within one year after the second notice all such Notes Investor Certificates shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders Investor Holders concerning surrender of their NotesInvestor Certificates, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts Series Account held for the benefit of such NoteholdersInvestor Holders. The Indenture Trustee and the Paying Agent shall pay to the Issuer Transferor any monies moneys held by them for the payment of principal or interest that remains unclaimed for two years. After payment to the IssuerTransferor, Noteholders Investor Holders entitled to the money must look to the Issuer Transferor for payment as general creditors unless an applicable abandoned property law designates another Person. (c) If the Invested Amount with respect to any Series is greater than zero on its Series Termination Date or such earlier date as is specified in the related Supplement (after giving effect to deposits and distributions otherwise to be made on such date), Trustee will sell or cause to be sold on such Series Termination Date, in accordance with the procedures and subject to the conditions described in such Supplement, Principal Receivables and the related Finance Charge Receivables (or, if a Tax Opinion is obtained, interests therein) in an amount up to 110% of the Invested Amount with respect to such Series on such date (after giving effect to such deposits and distributions; provided that in no event shall such amount exceed an amount of Principal Receivables (and all associated Finance Charge Receivables) equal to the sum of (i) the product of (A) Transferor Percentage, (B) the aggregate outstanding Principal Receivables, and (C) a fraction the numerator of which is the related Investor Percentage of Collections of Finance Charge Receivables and the denominator of which is the sum of all Investor Percentages with respect to Collections of Finance Charge Receivables of all Series outstanding and (ii) the Invested Amount of such Series). The proceeds from any such sale shall be allocated and distributed in accordance with the applicable Supplement.

Final Distribution. The Issuer (a) Promptly following the date (the "Final Date") which is the later of: (i) three (3) years following the date hereof; and (ii) the Section 6 Date, the Escrow Agent shall, not less than five (5) Business Days following the giving of written notice to IPL and each Stockholder of its intention to do so, distribute all Deposited Shares and all funds on deposit in the Escrow Accounts to the applicable Stockholder who has deposited such funds or shares hereunder; provided, however, that if, prior to the Final Date, an Indemnified Person has delivered to the Escrow Agent a written notice (a "Claim Notice") that it has asserted an Indemnification Claim pursuant to the terms of the Merger Agreement and the amount of such claim (the "Indemnification Claimed Amount") in respect of any Subject Stockholder and there has been no disposition of the Indemnification Claim covered thereby either: (A) as a result of a final, binding, non-appealable order or judgment of a court of competent jurisdiction resulting in an order of such court to the Escrow Agent regarding the payment of such Indemnification Claim; or (B) a written agreement of the Subject Stockholder resulting in written instructions to the Escrow Agent signed by the Indemnified Person and the Subject Stockholder: (i) the Escrow Agent shall give continue to hold an aggregate amount (determined in the Indenture Trustee manner set forth in Section 6(c)) through the retention of Deposited Shares and of funds in the Escrow Account, in each case applicable to such 10 Stockholder, equal to the Indemnification Claimed Amount until such Indemnification Claim is so disposed of; and (ii) shall deliver to each Stockholder the balance of the Deposited Shares or the funds held in the applicable Escrow Account, in excess of the amounts required to be retained pursuant to the preceding clause (i) (such distribution pursuant to this clause (ii) and retention pursuant to clause (i), to be made from Deposited Shares, cash in Escrow Accounts, or a combination thereof, as shall be designated by each Stockholder by written notice to the Escrow Agent and IPL within five (5) Business Days following the Final Date); provided that if such notice has not been received by the Escrow Agent at least 30 three (3) days prior to the Final Date, then the Escrow Agent shall make such distribution on the third Business Day following its receipt of such notice. The Escrow Agent shall not make any distribution of Deposited Shares or funds on deposit in the Escrow Accounts until it has received written notice from the Stockholders. (b) Any amount or portion thereof retained pursuant to Section 6(a), shall be: (i) applied pursuant to Section 5 hereof; or (ii) applied pursuant to written instructions to the Escrow Agent executed by the Indemnified Person and the Subject Stockholder; or (iii) in the event that the Escrow Agent receives a certificate from a Subject Stockholder and the Indemnified Person which states that the matters set forth in the Claim Notice have been determined by a final, binding, non-appealable order of a court of competent jurisdiction, and the Payment Date on which the Noteholders of any Series, Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such Notes. Not later than the fifth day of the month in which the final distribution amount retained in respect of such SeriesIndemnification Claim, Class or Tranche is payable pursuant to Noteholdersthis Section 6, exceeds the amount required to be paid pursuant to Section 5 hereof in respect of such Indemnification Claim, then the excess shall be paid over to the Subject Stockholder (and, in the event of any dispute with respect to the foregoing, the Indenture Trustee same may be submitted for resolution pursuant to the dispute resolution procedures set forth in Section 11 hereof and the Escrow Agent shall provide notice thereafter release amounts in the applicable Escrow Account and the applicable Deposited Shares, in accordance with the determination resulting therefrom). (c) For purposes of withholding assets pursuant to Noteholders Section 6(a), any Deposited Shares shall be valued at Market Value determined in good faith by the Board of such Series, Class or Tranche specifying (i) Directors of IPL as of the date upon which final payment of such Series, Class or Tranche will Final Date and all amounts held in any Escrow Account shall be made upon presentation and surrender of Notes of such Series, Class or Tranche valued at the office or offices therein designated, (ii) the amount of any cash held in such final payment and (iii) account. For the purposes of this Agreement, the Escrow Agent may assume, without inquiry or responsibility, that all actions taken by the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender Board of such Notes at the office or offices therein specified (which, in the case Directors of Bearer Notes, IPL shall be outside the United States). The Indenture Trustee shall give such notice to the Note Registrar and the Paying Agent at the time such notice is given to Noteholders. (a) Notwithstanding a final distribution to the Noteholders of any Series, Class or Tranche of Notes (or the termination of the Issuer), except as otherwise provided in this paragraph, all funds then on deposit in any Issuer Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificatedgood faith. In the event that all any amounts held in any Escrow Account in cash are withheld from distribution pursuant to this Section 6, due to the existence of any Indemnification Claim pending as of such Noteholders shall not surrender their Notes for cancellation within 6 months after date, then to the date extent that the amount so withheld (the "Retained Amount") exceeds 150% of the amount specified in a certificate signed by 11 the notice from Stockholders and IPL as the Indenture Trustee described in paragraph (a)amount finally determined by a court of competent jurisdiction pursuant to a final, binding, non-appealable order to be the Indenture Trustee shall give a second notice actual amount to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States). If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out in respect of the funds in the Collection Account or any Supplemental Issuer Accounts held for the benefit of such Noteholders. The Indenture Trustee and the Paying Agent Indemnification Claim, IPL shall pay to the Issuer Subject Stockholders in respect of such Indemnification Claim, an amount (reduced by any monies held other earnings received by them for the payment Subject Stockholder pursuant to this Agreement in respect of principal such amounts during such period) equal to interest on such excess calculated from the Final Date until the date of such payment, at a rate equal to 2% in excess of the average annual interest rate paid by IPL to its then current lending bank during each annual period (or part thereof) that such amounts are retained (or, in the event there is no such bank during any such period, 15% per annum), but not in excess of the maximum rate of interest that remains unclaimed for two years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Personpermitted by law.

Final Distribution. (a) The Issuer Servicer shall give the Indenture Trustee at least 30 days written notice of the Payment Date on which the Noteholders of any Series, Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such Notes at least 2 Business Days prior to the fifth day of the month in which the final distribution is to occur with respect to such Notes. Not later than the fifth day of the month in which the final distribution in respect of such Series, Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide notice to Noteholders of such Series, Class or Tranche specifying (i) the date upon which final payment of such Series, Class or Tranche will be made upon presentation and surrender of Notes of such Series, Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being 103 made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States). The Indenture Trustee shall give such notice to the Note Registrar and the Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Class or Tranche of Notes (or the termination of the Issuer), except as otherwise provided in this paragraphclause, all funds then on deposit in any Issuer Bank Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificated. In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States). If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts Bank Account held for the benefit of such Noteholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two 2 years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. (a) The Master Servicer on behalf of the Issuer shall give the Indenture Trustee at least 30 15 days written prior notice of the Payment Distribution Date (or other date) on which the Noteholders of any Series, Series or Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such Notes. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide notice to the Noteholders of such Series, Series or Class or Tranche specifying (i) the date upon which final payment of such Series, Series or Class or Tranche will be made upon presentation and surrender of Notes (if required) of such Series, Series or Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States)specified. The Indenture Trustee shall give such notice to the Note Registrar and the Note Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Class Series or Tranche of Notes (or the termination of the Issuer)Class, except as otherwise provided in this paragraph, all funds then on deposit in any Issuer the Collection Account allocated to such Noteholders and the Trust Accounts shall continue to be held in trust for the benefit of such Noteholders, and the Note Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificated. In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 six months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States)thereto. If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts account held for the benefit of such Noteholders. The Indenture Trustee and the Note Paying Agent shall upon written request pay to the related Issuer any monies moneys held by them for the payment of principal or interest that remains unclaimed for two years. After payment to the Issuerrelated Issuers, Noteholders entitled to the money must look to the Issuer related Issuers for payment as general unsecured creditors unless an applicable abandoned property law designates another PersonPerson and all liability of the Indenture Trustee or such Note Paying Agent with respect to such trust money shall thereupon cease. (c) Any notice required or permitted to be given to a Holder of Registered Notes shall be given by first-class mail, postage prepaid, at the address of such Holder as shown in the Note Register.

Final Distribution. (a) The Issuer Servicer shall give the Indenture Trustee at least 30 days written days' prior notice of the Payment Distribution Date on which the Noteholders of any Series, Series or Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such NotesNotes (or, in the event of a final distribution resulting from the application of Section 2.06, 6.01 or 7.01 of the Transfer and Servicing ------------ ---- ---- Agreement, notice of such Distribution Date promptly after the Servicer has determined that a final distribution will occur, if such determination is made less than 30 days prior to such Distribution Date). Such notice shall be accompanied by an Officer's Certificate setting forth the information specified in Section 3.05 of the Transfer and Servicing Agreement covering the period ------------ during the then-current calendar year through the date of such notice. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide notice to Noteholders of such Series, Series or Class or Tranche specifying (i) the date upon which final payment of such Series, Series or Class or Tranche will be made upon presentation and surrender of Notes of such Series, Series or Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States). The Indenture Trustee shall give such notice to the Note Transfer Agent and Registrar and the Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Series or Class or Tranche of Notes (or the termination of the IssuerTrust), except as otherwise provided in this paragraph, all funds then on deposit in the Collection Account and any Issuer Series Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificatedcertificated (and any excess shall be paid in accordance with the terms of any Enhancement Agreement). In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 six months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States). If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts Series Account held for the benefit of such Noteholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer Transferor any monies held by them for the payment of principal or interest that remains unclaimed for two years. After payment to the IssuerTransferor, Noteholders entitled to the money must look to the Issuer Transferor for payment as general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. (a) The Issuer Servicer shall give the Indenture Trustee at least 30 thirty (30) days prior written notice of the Payment Date on which the Noteholders of any Series, Class series or Tranche class may surrender their Notes for payment of the final distribution on and cancellation of such Notes. Not later than the fifth day of the month or such other date specified in an Indenture Supplement in which the final distribution in respect of such Series, Series or Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide notice to Noteholders of such Series, Class series or Tranche class specifying (i) the date upon which final payment of such Series, Class series or Tranche class will be made upon presentation and surrender of Notes of such Series, Class series or Tranche class at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Note Record Date otherwise applicable to such payment date Payment Date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States)specified. The Indenture Trustee shall give such notice to the Note Registrar and the Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Class series or Tranche of Notes class (or the termination of the Issuer), except as otherwise provided in this paragraph, all funds then on deposit in any Issuer Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificated. In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 six (6) months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States)thereto. If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Deposit Account or any Supplemental Issuer Accounts Account held for the benefit of such Noteholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two (2) years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. (a) The Issuer Servicer shall give the Indenture Trustee at least 30 days written notice of the Payment Date on which the Noteholders of any Series, Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such Notes at least 2 Business Days prior to the fifth day of the month in which the final distribution is to occur with respect to such Notes. Not later than the fifth day of the month in which the final distribution in respect of such Series, Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide notice to Noteholders of such Series, Class or Tranche specifying (i) the date upon which final payment of such Series, Class or Tranche will be made upon presentation and surrender of Notes of such Series, Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States). The Indenture Trustee shall give such notice to the Note Registrar and the Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Class or Tranche of Notes (or the termination of the IssuerIssuing Entity), except as otherwise provided in this paragraphclause, all funds then on deposit in any Issuer Bank Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificated. In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States). If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts Bank Account held for the benefit of such Noteholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer Issuing Entity any monies held by them for the payment of principal or interest that remains unclaimed for two 2 years. After payment to the IssuerIssuing Entity, Noteholders entitled to the money must look to the Issuer Issuing Entity for payment as general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. (a) The Issuer Servicer shall give the Indenture Trustee at least 30 days thirty (30) days’ prior written notice of the Payment Date on with respect to which the Noteholders of any Series, Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such Notes. Not Such notice to the Indenture Trustee shall be accompanied by an Officer’s Certificate of the Servicer setting forth the information specified in Section 3.09 covering the period during the then-current calendar year through the date of such notice. To the extent practicable, not later than the fifth day of the month in which the ten (10) Business Days prior to such final distribution in respect of such Series, Class or Tranche is payable to NoteholdersPayment Date, the Indenture Trustee shall provide notice to Noteholders of such Series, Class or Tranche specifying (i) the date Payment Date upon which final payment of such Series, Class or Tranche the Notes will be made upon presentation and surrender of such Notes of such Series, Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment payment, to be made in accordance with Section 8.06, and (iii) that the Record Date otherwise applicable to such payment date Payment Date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States)specified. The Indenture Trustee shall give such notice to the Note Registrar and (if other than the Paying Agent Indenture Trustee) at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Class or Tranche of Notes (or the termination of the Issuer), except as otherwise provided in this paragraphparagraph (b), all funds then on deposit in any Issuer the Collection Account allocated to such Noteholders and the Reserve Account on the final Payment Date, shall continue to be held in trust for the benefit of such Noteholders, Noteholders and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificatedNotes in accordance with the written direction of the Servicer given pursuant to Section 8.06. In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 six (6) months after the date specified in the notice from the Indenture Trustee described in paragraph (a)) above, the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States)thereto. If within one (1) year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their NotesNotes pursuant to and as described in Section 3.03. Subject to applicable escheat laws, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts held for the benefit of such Noteholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer any monies held by them it for the payment of principal or interest that remains unclaimed for two years(2) years pursuant to and as described in Section 3.03. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. (a) The Issuer Servicer shall give the Indenture Trustee at least 30 days written notice of the Payment Date on which the Noteholders of any Series, Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such Notes at least two (2) Business Days prior to the fifth day of the month in which the final distribution is to occur with respect to such Notes. Not later than the fifth day of the month in which the final distribution in respect of such Series, Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide notice to Noteholders of such Series, Class or Tranche specifying (i) the date upon which final payment of such Series, Class or Tranche will be made upon presentation and surrender of Notes of such Series, Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States). The Indenture Trustee shall give such notice to the Note Registrar and the Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Class or Tranche of Notes (or the termination of the Issuer), except as otherwise provided in this paragraphclause, all funds then on deposit in any Issuer Bank Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificated. In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 six (6) months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States). If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts Bank Account held for the benefit of such Noteholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two (2) years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. (a) The Issuer Servicer shall give the Indenture Trustee at least 30 thirty (30) days written prior notice of the Payment Distribution Date on which the Noteholders of any Series, Series or Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such NotesNotes (or, in the event of a final distribution resulting from the application of Section 2.06, 6.01 or 7.01 of the Transfer and Servicing Agreement, notice of such Distribution Date promptly after the Servicer has determined that a final distribution will occur, if such determination is made less than thirty (30) days prior to such Distribution Date). Such notice shall be accompanied by an Officer's Certificate setting forth the information specified in Section 3.05 of the Transfer and Servicing Agreement covering the period during the then-current calendar year through the date of such notice. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide notice to Noteholders of such Series, Series or Class or Tranche specifying (i) the date upon which final payment of such Series, Series or Class or Tranche will be made upon presentation and surrender of Notes of such Series, Series or Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States). The Indenture Trustee shall give such notice to the Note Transfer Agent and Registrar and the Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Series or Class or Tranche of Notes (or the termination of the IssuerTrust), except as otherwise provided in this paragraph, all funds then on deposit in the Collection Account and any Issuer Series Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, Noteholders and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificatedcertificated (and any excess shall be paid in accordance with the terms of any Enhancement Agreement). In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 six (6) months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States). If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts Series Account held for the benefit of such Noteholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two (2) years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. (a) The Issuer Servicer shall give the Indenture Parent and the Trustee, and the Trustee shall give each Holder, at least 30 days days' prior written notice of the Payment Date date on which (i) the Noteholders of any Series, Class or Tranche Trust is expected to terminate in accordance with Section 12.01 and (ii) the Holders may surrender their Notes Certificates for payment of the final distribution on and cancellation of such NotesCertificates. Such notice shall be accompanied by an Officer's Certificate setting forth the information specified in Section 3.06 covering the period during the then-current calendar year through the date of such notice. Not later than five days after the fifth day of the month in which the final distribution in respect of Trustee shall receive such Series, Class or Tranche is payable to Noteholdersnotice, the Indenture Trustee shall provide mail notice to Noteholders of such Series, Class or Tranche the Holders specifying (i) the date upon which such final payment of such Series, Class or Tranche distribution will be made upon presentation and surrender of Notes of such Series, Class or Tranche Certificates at the office or offices therein designated, (ii) the amount of any such final payment distribution and (iii) that the Record Distribution Date otherwise applicable to such payment date final distribution is not applicable, payments being made only upon presentation and surrender of such Notes Certificates at the office or offices therein specified (which, in specified. Each such Holder shall surrender its Certificate to the case Trustee following receipt of Bearer Notes, shall be outside the United States)final distribution thereon. The Indenture Trustee shall give such notice to the Note Transfer Agent and Registrar and the Paying Agent at the time such notice is given to Noteholdersthe Holders. (ab) Notwithstanding a final distribution the Servicer's delivery to the Noteholders of any SeriesTrustee, Class or Tranche of Notes (or the termination Trustee's delivery to the Holders, of the Issuernotices required under Section 12.02(a), except as otherwise provided in this paragraph, all funds then on deposit in the Concentration Account, any Issuer Collection Account, any Series Account, the Transferor's Account allocated to such Noteholders or the Trustee's Account shall continue to be held in trust for the benefit of such Noteholdersthe Beneficiaries, and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders the Holders upon surrender of their NotesCertificates pursuant to, and subject to the priorities set forth in, the applicable Supplement, as if certificatedsuch surrender date were on a Distribution Date. In the event that all such Noteholders shall Holders do not surrender their Notes Certificates for cancellation within 6 six months after the date specified in the above-mentioned written notice from the Indenture Trustee described in paragraph (a)Trustee, the Indenture Trustee shall give a second written notice to the remaining such Noteholders Holders to surrender their Notes Certificates for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, no further interest shall be outside the United States)payable with respect to any such Certificate for any period after such specified date. If within one year after the second notice all such Notes the Certificates shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders Holders concerning surrender of their NotesCertificates, and the cost thereof shall be paid out of the funds in the Collection Trustee's Account (if such Holders are Investor Certificateholders) or the Transferor's Account (if any Supplemental Issuer Accounts such Holder is the Holder of the Transferor Certificate) held for the benefit of such NoteholdersHolders. The Indenture Trustee and the Paying Agent shall pay to the Issuer Transferor any monies held by them it for the payment of principal or interest that remains unclaimed for two yearsyears after the date specified in the initial above-mentioned written notice from the Trustee. After payment to the IssuerTransferor, Noteholders Investor Certificateholders entitled to the money any monies must look to the Issuer Transferor for payment as general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. (a) The Issuer shall Servicer will give the Indenture Trustee at least 30 days written days' prior notice of the Payment Distribution Date on which the Noteholders of any Series, Series or Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such NotesNotes (or, in the event of a final distribution resulting from the application of Section 2.03(c) or 6.01 of the Transfer and Servicing Agreements, notice of such Distribution Date promptly after the Servicer has determined that a final distribution will occur, if such determination is made less than 30 days prior to such Distribution Date). Such notice must be accompanied by an Officer's Certificate setting forth the information specified in Section 3.05 of the Transfer and Servicing Agreements covering the period during the current calendar year through the date of such notice. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to Noteholders, the Indenture Trustee shall will provide notice to Noteholders of such Series, Series or Class or Tranche specifying (i) the date upon which final payment of such Series, Series or Class or Tranche will be made upon presentation and surrender of Notes of such Series, Series or Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall will be outside the United States). The Indenture Trustee shall will give such notice to the Note Transfer Agent and Registrar and the Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Series or Class or Tranche of Notes (or the termination of the Issuer), except as otherwise provided in this paragraph, all funds then on deposit in the Collection Account and any Issuer Series Account allocated to such Noteholders shall will continue to be held in trust for the benefit of such Noteholders, Noteholders and the Paying Agent or the Indenture Trustee shall will pay such funds to such Noteholders upon surrender of their Notes, if certificatedcertificated (and any excess will be paid in accordance with the terms of any Enhancement Agreement). In the event that If all such Noteholders shall do not surrender their Notes for cancellation within 6 six months after the date specified in the notice from the Indenture Trustee described in paragraph (aSection 11.02(a), the Indenture Trustee shall will give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall will be outside the United States). If within one year after the second notice all such Notes shall have not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall will be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts Series Account held for the benefit of such Noteholders. The Indenture Trustee and the Paying Agent shall will pay to the Issuer Transferors any monies held by them for the payment of principal or interest that remains unclaimed for two years. After payment to the IssuerTransferors, any Noteholders entitled to the money must look to the Issuer Transferors for payment as general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. (a) The Issuer Servicer shall give the Indenture Trustee at least 30 thirty (30) days prior written notice of the Payment Distribution Date on which the Noteholders of any Series, Series or Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such Notes. Not later than the fifth day of the month or such other date specified in an Indenture Supplement in which the final distribution in respect of such Series, Series or Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide notice to Noteholders of such Series, Series or Class or Tranche specifying (i) the date upon which final payment of such Series, Series or Class or Tranche will be made upon presentation and surrender of Notes of such Series, Series or Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Note Record Date otherwise applicable to such payment date Distribution Date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States)specified. The Indenture Trustee shall give such notice to the Note Registrar and the Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Series or Class or Tranche of Notes (or the termination of the IssuerIssuing Entity), except as otherwise provided in this paragraph, all funds then on deposit in any Issuer Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificated. In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 six (6) months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States)thereto. If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Collections Account or any Supplemental Issuer Accounts Account held for the benefit of such Noteholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer Issuing Entity any monies held by them for the payment of principal or interest that remains unclaimed for two (2) years. After payment to the IssuerIssuing Entity, Noteholders entitled to the money must look to the Issuer Issuing Entity for payment as general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. (a) The Issuer shall give the Indenture Trustee at least 30 ten (10) days prior written notice of the Payment Date on which the Noteholders of any Series, Series or Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such Notes. Not later than the fifth (5th) day of prior to the month in Payment Date on which the final distribution in respect of such Series, Series or Class or Tranche is payable to Noteholders, the Indenture Trustee shall make available on its website or the Paying Agent shall provide notice to Noteholders of such Series, Series or Class or Tranche specifying (i) the date upon which final payment of such Series, Series or Class or Tranche will be made upon presentation and surrender of Notes of such Series, Series or Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States)specified. The Indenture Trustee shall give such notice to the Note Registrar and the Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Series or Class or Tranche of Notes (or the termination of the Issuer), except as otherwise provided in this paragraph, all funds then on deposit in any Issuer Trust Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificatedsuch Notes are Definitive Notes. In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 six (6) months after the date specified in the notice from the Indenture Trustee described in paragraph clause (a)) above, the Indenture Trustee shall give a second (2nd) notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States)thereto. If within one year after the second (2nd) notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof (including costs related to giving the second (2nd) notice) shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts held for the benefit of such Noteholdersand Funding Account. The Indenture Trustee and the Paying Agent shall pay to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two years(2) years after the date specified in the notice from the Indenture Trustee described in clause (a) above. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.

Final Distribution. The Issuer (a) Servicer shall give the Indenture Trustee and the Rating Agencies at least 30 thirty (30) days prior written notice of the Payment Distribution Date on which the Noteholders of any Series, Series or Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such NotesNotes (or, in the event of a final distribution resulting from the application of SECTION 2.6 or 7.1 of the Transfer and Servicing Agreement or Section 5.5, notice of such Distribution Date promptly after Servicer has determined that a final distribution will occur, if such determination is made less than thirty (30) days prior to such Distribution Date). Such notice shall be accompanied by an Officer's Certificate setting forth the information specified in SECTION 3.5 of the Transfer and Servicing Agreement covering the period during the then-current calendar year through the date of such notice. Not later than the fifth day of the month in which the final distribution in respect of such Series, Series or Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide notice to Noteholders of such Series, Series or Class or Tranche specifying (i) the date upon which final payment of such Series, Series or Class or Tranche will be made upon presentation and surrender of Notes of such Series, Series or Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, which in the case of Bearer Notes, Notes shall be outside the United States). The Indenture Trustee shall give such notice to the Note Transfer Agent and Registrar and the Paying Agent at the time such notice is given to Noteholders. (ab) Notwithstanding a final distribution to the Noteholders of any Series, Series or Class or Tranche of Notes (or the termination of the Issuer), except as otherwise provided in this paragraph, all funds then on deposit in the Collection Account and any Issuer Series Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, Noteholders and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificatedcertificated (and any excess shall be paid in accordance with the terms of any Enhancement Agreement). In the event that If all such Noteholders shall not surrender their Notes for cancellation within 6 six (6) months after the date specified in the notice from the Indenture Trustee described in paragraph PARAGRAPH (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States). If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts Series Account held for the benefit of such Noteholders. The Indenture Trustee and and, upon the written request of Servicer, Paying Agent shall pay to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two (2) years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.