Common use of Termination of the Trust Clause in Contracts

Termination of the Trust. (a) The Trust shall dissolve and wind up, (i) upon the maturity or other liquidation of the last remaining Receivable and the disposition of any amounts received upon such maturity or liquidation, (ii) upon the payment to the Noteholders and the Certificateholders of all amounts required to be paid to them pursuant to the terms of the Indenture, the Sale and Servicing Agreement, Article V and Section 8.2, or (iii) upon the entry of an order for the dissolution of the Trust from a court of competent jurisdiction. Any Insolvency Event, liquidation, dissolution, death or incapacity with respect to any Certificateholder or Certificate Owner shall not (x) operate to terminate this Agreement or dissolve and/or terminate the Trust, nor (y) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. Upon dissolution of the Trust, the Owner Trustee shall wind up the business and affairs of the Trust as required by Section 3808 of the Statutory Trust Statute. (b) Except as provided in Section 8.1(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any dissolution of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such dissolution from the Servicer, stating (i) the Payment Date upon or with respect to which final payment of the Certificates shall be made upon presentation and surrender of the Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment (after reservation of sums sufficient to pay all claims and obligations, if any, known to the Owner Trustee and payable by the Trust) and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Payment Date pursuant to Section 5.

Termination of the Trust. (a) The respective obligations and responsibilities of the Depositor and the Owner Trustee created by this Agreement and the Trust created by this Agreement shall dissolve and wind up, terminate upon the latest of (i) upon the maturity or other liquidation of the last remaining Receivable and (including the disposition purchase as of any amounts received upon such maturity Accounting Date by the Seller or liquidation, (ii) upon the payment to the Noteholders and the Certificateholders of all amounts required to be paid to them pursuant to the terms Servicer at its option of the Indenture, corpus of the Trust as described in Section 9.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Related Documents, Article V (ii) the payment to the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Section 8.2, Servicing Agreement or (iii) upon at the entry time provided in Section 8.2. In any case, there shall be delivered to the Owner Trustee, the Indenture Trustee and the Rating Agencies an Opinion of an order for the dissolution of the Trust from a court of competent jurisdiction. Any Insolvency EventCounsel that all applicable preference periods under federal, liquidationstate and local bankruptcy, dissolution, death or incapacity insolvency and similar laws have expired with respect to any Certificateholder or Certificate Owner the payments pursuant to clause (ii); PROVIDED, HOWEVER, that in no event shall not (x) operate to terminate the trust created by this Agreement or dissolve and/or terminate continue beyond the Trust, nor (y) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up expiration of all or any part 21 years from the death of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities last survivor of the parties hereto. Upon dissolution descendants living on the date of this Agreement of Xxxx Xxxxxxx of the Commonwealth of Massachusetts; and PROVIDED, FURTHER, that the rights to indemnification under Section 7.2 shall survive the termination of the Trust, . The Servicer shall promptly notify the Owner Trustee shall wind up and the business and affairs Security Insurer of the Trust as required by any prospective termination pursuant to this Section 3808 of the Statutory Trust Statute8.1. (b) Except as provided in Section 8.1(a), neither the Depositor nor any Certificateholder shall not be entitled to revoke or terminate the Trust. (c) Notice of any dissolution Upon the winding up of the TrustTrust and its termination, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee shall cause the Certificate of Trust to be canceled by letter to Certificateholders mailed within five (5) Business Days filing a certificate of receipt cancellation with the Secretary of notice State in accordance with the provisions of such dissolution from the Servicer, stating (i) the Payment Date upon or with respect to which final payment Section 3810 of the Certificates shall be made upon presentation and surrender of the Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment (after reservation of sums sufficient to pay all claims and obligations, if any, known to the Owner Trustee and payable by the Trust) and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Payment Date pursuant to Section 5Business Trust Statute.

Termination of the Trust. (a) The Trust and the respective obligations and responsibilities of the Seller, the Servicer and the Trustee shall dissolve and wind up, terminate upon (i) upon the maturity purchase as of any Distribution Date by the Seller or other liquidation Servicer, or any successor to the Servicer, at its option of the last remaining Receivable and corpus of the disposition of any amounts received upon such maturity or liquidationTrust as described in Section 10.03, (ii) upon the payment to the Noteholders and the Certificateholders of all amounts required to be paid to them pursuant to the terms of the Indenture, the Sale and Servicing this Agreement, Article V and [or (iv) a Swap Termination Event as provided in Section 8.2, or 10.02] (iii) upon the entry of an order for the dissolution maturity or liquidation of the Trust from a court of competent jurisdiction. Any Insolvency Event, liquidation, dissolution, death or incapacity with respect to any Certificateholder or Certificate Owner shall not (x) operate to terminate this Agreement or dissolve and/or terminate last Receivable and the Trust, nor (y) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up disposition of all or any property held as part of the Trust or Owner Trust Estate nor (z) otherwise affect Trust; provided, however, that in no event shall the rights, obligations and liabilities trust created by this Agreement continue beyond the expiration of 21 years from the death of the parties hereto. Upon dissolution last survivor of the Trustdescendants of Xxxxxx X. Xxxxxxx, the Owner Trustee shall wind up the business and affairs late ambassador of the Trust as required by Section 3808 United States to the Court of St. Xxxxx, living on the Statutory Trust Statutedate of this Agreement. The Servicer shall promptly notify the Trustee and each Rating Agency of any prospective termination pursuant to this Section. (b) Except as provided in Section 8.1(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any dissolution of the Trusttermination, specifying the Payment Distribution Date upon which the Certificateholders shall must surrender their Certificates to the Certificate Paying Agent Trustee for payment of the final distribution and cancellationretirement of the Certificates, shall be given promptly by the Owner Trustee (at the written direction of the Servicer) by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of not later than the 15th day and not earlier than the 30th day prior to the date on which such dissolution from the Servicer, stating final distribution is expected to occur specifying (i) the Payment Distribution Date upon or with respect to which final payment of the Certificates shall be made upon presentation and surrender of the Certificates at the office of the Certificate Paying Agent Trustee therein designatedspecified, (ii) the amount of any such final payment (after reservation of sums sufficient to pay all claims and obligations, if any, known to the Owner Trustee and payable by the Trust) and (iii) if applicable, that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate Paying Agent Trustee therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholders. In the event such notice is given, the Seller, the Servicer, or any successor to the Servicer, or the Trustee, as the case may be, shall make deposits into the Collection Account in accordance with Section 4.05, or, in the case of an optional purchase of Receivables pursuant to Section 10.02, shall deposit the amount specified in Section 10.02. Upon presentation and surrender of the Certificates, the Certificate Paying Agent Trustee shall cause to be distributed to Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 54.06. (c) In the event that all of the Certificateholders shall not surrender their Certificates for retirement within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for retirement and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for retirement, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Trustee to the California Special Olympics.

Termination of the Trust. (a) Unless terminated as provided herein, the Trust shall continue without limitation of time. The Trust may be dissolved at any time and for any reason, or no reason at all, by the Sponsor. The Sponsor shall set a date on which the Trust shall dissolve and wind up, (i) upon the maturity or other liquidation mail notice of the last remaining Receivable and the disposition of any amounts received upon such maturity or liquidation, (ii) upon the payment that dissolution to the Noteholders and the Certificateholders of all amounts required to be paid to them pursuant to the terms of the Indenture, the Sale and Servicing Agreement, Article V and Section 8.2, or (iii) upon the entry of an order for the dissolution of the Trust from a court of competent jurisdictionShareholders. Any Insolvency Event, liquidation, dissolution, death or incapacity with respect to any Certificateholder or Certificate Owner The Shareholders shall not (x) operate have no rights to terminate this Agreement or dissolve and/or terminate revoke the Trust, nor . (yb) entitle such Certificateholder's legal representatives On or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. Upon after dissolution of the Trust, after paying or making reasonable provision for all charges, taxes, expenses, claims and liabilities of the Owner Trustee Trust, whether due or accrued or anticipated as may be determined by the Sponsor and otherwise complying with Section 3808 of the Delaware Trust Statute, the Sponsor shall wind up the business and affairs of the Trust in accordance with Section 3808 of the Delaware Trust Statute. Subject to the payment or the reasonable provision of such payment by the Sponsor of the claims and obligations of the Trust, as required by Section 3808 of the Statutory Delaware Trust Statute. , the Shareholders of the Trust, will, upon (bi) Except as provided in Section 8.1(a)surrender of their Shares, neither the Depositor nor (ii) payment of any Certificateholder shall Transaction Fee and (iii) payment of any applicable taxes or other governmental charges, be entitled to revoke delivery, to them or terminate upon their order, of the amount of applicable Trust Estate represented by those Shares as determined by the Sponsor, less any amount owing by such Shareholder. The Sponsor shall not accept any delivery of Baskets after the date of dissolution. If any Shares remain outstanding after the date of dissolution of the Trust, the Sponsor thereafter shall discontinue the registration of transfers of such Shares, shall not make any distributions to Shareholders and shall not give any further notices, except that the Sponsor shall continue to collect distributions pertaining to the Trust Estate and hold the same uninvested and without liability for interest, pay pursuant to Section 3808 of the Delaware Trust Statute the Trust’s expenses as set forth in this Trust Agreement and sell Trust assets as necessary to meet those expenses and shall continue to deliver the Trust Estate, together with any distributions received with respect thereto and the net proceeds of the sale of any other property, in exchange for Shares surrendered to the Sponsor (after deducting or upon payment of, in each case, the Transaction Fee for the surrender of Shares, any expenses for the account of the Shareholder of such Shares in accordance with the terms and conditions of this Trust Agreement and any applicable taxes or other governmental charges) or otherwise under such other procedures the Sponsor deems, in its discretion, to be appropriate. At any time after the expiration of ninety (90) days following the date of dissolution of the Trust, the Sponsor may sell, or cause the sale of, the Trust Estate and may thereafter, after complying with Section 3808 of the Delaware Trust Statute, cause to be held uninvested the net proceeds of any such sale and without liability for interest, for the pro rata benefit of the Shareholders of the Shares that have not theretofore been surrendered. (c) Notice Upon the completion of any dissolution the winding up of the Trust in accordance with the Delaware Trust Statute and this Trust Agreement, the Sponsor shall cause the Trustee to file a certificate of cancellation with the Secretary of State of the State of Delaware (at the expense of the Sponsor) in accordance with the provisions of Section 3810 of the Delaware Trust Statute and thereupon, the Trust and this Trust Agreement (other than Section 2.04), shall terminate. The provisions of Section 2.04 shall survive the termination of the Trust. After making such filing, specifying the Payment Date upon which Trustee and the Certificateholders shall surrender their Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, Sponsor shall be given by the Owner Trustee by letter discharged from all obligations under this Trust Agreement, except to Certificateholders mailed within five (5) Business Days of receipt of notice of account for such dissolution from the Servicer, stating (i) the Payment Date upon or with respect to which final payment of the Certificates shall be made upon presentation net proceeds and surrender of the Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment other cash (after reservation of sums sufficient to pay all claims and obligationsdeducting, if anyin each case, known to the Owner Trustee and any fees, expenses, taxes or other governmental charges payable by the Trust) and (iii) that , the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and Transaction Fees for the surrender of Shares and any expenses for the Certificates at the office account of the Certificate Paying Agent therein specified. The Owner Trustee shall give Shareholder of such notice to Shares in accordance with the Certificate Registrar (if terms and conditions of this Trust Agreement and any applicable taxes or other than the Owner Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Payment Date pursuant to Section 5governmental charges).

Termination of the Trust. (a) The Trust shall dissolve and wind up, (i) upon the maturity or other liquidation of the last remaining Receivable and the disposition of any amounts received upon such maturity or liquidation, (ii) upon the payment to the Noteholders and the Certificateholders of all amounts required to be paid to them pursuant to the terms of the Indenture, the Sale and Servicing Agreement, Article V and Section 8.2, or (iii) upon the entry of an order for the dissolution of the Trust from a court of competent jurisdiction. Any Insolvency Event, liquidation, dissolution, death or incapacity with respect to any Certificateholder or Certificate Owner shall not (x) operate to terminate this Agreement or dissolve and/or terminate the Trust, nor (y) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. Upon dissolution of the Trust, the Owner Trustee shall wind up the business and affairs of the Trust as required by Section 3808 of the Statutory Trust Statute. (b) Except as provided in Section 8.1(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any dissolution of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such dissolution from the Servicer, stating (i) the Payment Date upon or with respect to which final payment of the Certificates shall be made upon presentation and surrender of the Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment (after reservation of sums sufficient to pay all claims and obligations, if any, known to the Owner Trustee and payable by the Trust) and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Payment Date pursuant to Section 5.

Termination of the Trust. (a) The respective obligations and ------------------------ responsibilities of the Originator, the Certificate Trustee, the Delaware Trustee and the Trust created hereby shall dissolve and wind up, terminate with respect to any Series or Class of Certificates upon the earlier of (i) upon the maturity distribution to all Holders of Certificates of such Series or other liquidation of the last remaining Receivable Class and the disposition of any amounts received upon such maturity or liquidation, (ii) upon the payment to the Noteholders and the Certificateholders Certificate Trustee of all amounts required to be paid distributed to them pursuant to this Trust Agreement and the terms of the Indenture, the Sale and Servicing Agreement, Article V and Section 8.2, or (iii) upon the entry of an order for the dissolution of the Trust from a court of competent jurisdiction. Any Insolvency Event, liquidation, dissolution, death or incapacity with respect to any Certificateholder or Certificate Owner shall not (x) operate to terminate this Agreement or dissolve and/or terminate the Trust, nor (y) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up disposition of all or any property held as part of the Trust Property with respect to such Series or Owner Trust Estate nor Class and (zii) otherwise affect the rights, obligations and liabilities expiration of 21 years from the death of the parties heretosurvivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's, living on the date hereof. Upon dissolution the termination of all Series of Certificates and the election of the Originator, the Trust shall dissolve. The Originator shall pay or provide for the payment of all remaining liabilities of the Trust, the Owner Certificate Trustee and the Delaware Trustee, but solely from amounts payable under the Fee and Indemnity Agreement, and thereupon the Delaware Trustee shall wind up file a certificate of cancellation under the business Business Trust Statute and affairs the Trust shall terminate, and any fees associated with such filing shall be paid from amounts payable under the Fee and Indemnity Agreement. Notice of any termination of the Trust as required by Section 3808 of the Statutory Trust Statute. (b) Except as provided in Section 8.1(a), neither the Depositor nor any Certificateholder shall be entitled mailed promptly by the Certificate Trustee to revoke or terminate the Trust. (c) Notice Holders of Certificates of any dissolution of Series or Class then outstanding. Such notice shall specify the TrustDistribution Date or Special Distribution Date, specifying as the Payment Date case may be, upon which the Certificateholders shall Holders of Certificates of such Series or Class may surrender their Certificates to the Certificate Paying Agent Trustee for payment of the final distribution and cancellation, . Such notice shall be given by the Owner Trustee by letter mailed (a) if with respect to Certificateholders mailed within five (5) Business Days of a final distribution, as soon as practicable following receipt of notice of such dissolution from the ServicerNote Trustee of a final payment on a corresponding Note, stating (ib) the Payment Date upon or if with respect to a Special Payment other than a Special Payment constituting a redemption, not earlier than the 60th day and not later than the 20th day next preceding such final distribution or (c) if with respect to a Special Payment constituting a redemption of Notes, then in accordance with the provisions of the relevant Section of Article IV hereof. Such notice shall specify (a) the Distribution Date or Special Distribution Date, as the case may be, upon which the proposed final payment of the Certificates shall of such Series or Class will be made upon presentation and surrender of the such Certificates at the office or agency of the Certificate Paying Agent Trustee therein designatedspecified, (iib) the amount of any such proposed final payment (after reservation of sums sufficient to pay all claims and obligations, if any, known to the Owner Trustee and payable by the Trust) and (iiic) that the Record Date otherwise applicable to such Payment Distribution Date or the Special Record Date otherwise applicable to such Special Distribution Date, as the case may be, is not applicable, payments being made only upon presentation and surrender of the Certificates of such Series or Class at the office or agency of the Certificate Paying Agent Trustee therein specified. The Owner Certificate Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Certificate Paying Agent at the time such notice is given to CertificateholdersHolders of Certificates of such Series or Class. Upon presentation and surrender of the such Certificates, the Certificate Paying Agent Trustee shall cause to be distributed to Certificateholders the Holders thereof amounts distributable thereon on such Payment Distribution Date or Special Distribution Date, as the case may be, pursuant to Section 54.02. In the event that all of the Holders of Certificates of such Series or Class shall not surrender their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Certificate Trustee shall give a second written notice to the remaining Holders of such Certificates to surrender their Certificates for cancellation and receive the final distribution with respect thereto. In the event that any money held by the Certificate Trustee for the payment of distributions on the Certificates of any Series or Class shall remain unclaimed for two years (or such lesser time as the Certificate Trustee shall be satisfied, after 60 days' notice from the Originator (with the prior written approval of the Note Issuer), is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Certificate Trustee shall pay such money to the Note Trustee for deposit into the collection account relating to the related Notes or, if such collection account no longer exists, to the Note Issuer and the Certificate Trustee or Note Issuer shall give written notice thereof to the Note Trustee, the Note Issuer and the Originator.

Termination of the Trust. (a) The respective obligations and ------------------------ responsibilities of the Originator, the Certificate Trustee, the Delaware Trustee and the Trust created hereby shall dissolve and wind up, (i) terminate with respect to any Series or Class of Certificates upon the maturity distribution to all Holders of Certificates of such Series or other liquidation of the last remaining Receivable Class and the disposition of any amounts received upon such maturity or liquidation, (ii) upon the payment to the Noteholders and the Certificateholders Certificate Trustee of all amounts required to be paid distributed to them pursuant to this Trust Agreement and the terms of the Indenture, the Sale and Servicing Agreement, Article V and Section 8.2, or (iii) upon the entry of an order for the dissolution of the Trust from a court of competent jurisdiction. Any Insolvency Event, liquidation, dissolution, death or incapacity with respect to any Certificateholder or Certificate Owner shall not (x) operate to terminate this Agreement or dissolve and/or terminate the Trust, nor (y) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up disposition of all or any property held as part of the Trust Property with respect to such Series or Owner Trust Estate nor (z) otherwise affect Class. Upon the rights, obligations termination of all Series of Certificates and liabilities the election of the parties heretoOriginator, the Trust shall dissolve. Upon dissolution The Originator shall pay or provide for the payment of all remaining liabilities of the Trust, the Owner Certificate Trustee and the Delaware Trustee and shall wind up file a certificate of cancellation under the business Business Trust Statute and affairs of the Trust as required by Section 3808 of the Statutory Trust Statute. (b) Except as provided in Section 8.1(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) terminate. Notice of any dissolution of the Trusttermination, specifying the Payment Date or Special Payment Date, as the case may be, upon which the Certificateholders shall Holders of Certificates of any Series or Class may surrender their Certificates to the Certificate Paying Agent Trustee for payment of the final distribution and cancellation, shall be given mailed promptly by the Owner Certificate Trustee by letter to Certificateholders mailed within five (5) Business Days Holders of receipt of notice Certificates of such dissolution from Series or Class not earlier than the Servicer, stating 60th day and not later than the 20th day next preceding such final distribution specifying (iA) the Payment Date or Special Payment Date, as the case may be, upon or with respect to which the proposed final payment of the Certificates shall of such Series or Class will be made upon presentation and surrender of the such Certificates at the office or agency of the Certificate Paying Agent Trustee therein designatedspecified, (iiB) the amount of any such proposed final payment (after reservation of sums sufficient to pay all claims and obligations, if any, known to the Owner Trustee and payable by the Trust) and (iiiC) that the Record Date otherwise applicable to such Payment Date or the Special Record Date otherwise applicable to such Special Payment Date, as the case may be, is not applicable, payments being made only upon presentation and surrender of the Certificates of such Series or Class at the office or agency of the Certificate Paying Agent Trustee therein specified. The Owner Certificate Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Certificate Paying Agent at the time such notice is given to CertificateholdersHolders of Certificates of such Series or Class. Upon presentation and surrender of the such Certificates, the Certificate Paying Agent Trustee shall cause to be distributed to Certificateholders the Holders thereof amounts distributable thereon on such Payment Date or Special Payment Date, as the case may be, pursuant to Section 54.02. In the event that all of the Holders of Certificates of such Series or Class shall not surrender their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Certificate Trustee shall give a second written notice to the remaining Holders of such Certificates to surrender their Certificates for cancellation and receive the final distribution with respect thereto. In the event that any money held by the Certificate Trustee for the payment of distributions on the Certificates of any Series or Class shall remain unclaimed for two years (or such lesser time as the Certificate Trustee shall be satisfied, after 60 days' notice from the Originator (with the prior written approval of the Note Issuer), is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Certificate Trustee shall pay such money to the Note Trustee for deposit into the Collection Account and shall give written notice thereof to the Note Trustee, the Note Issuer and the Originator.

Termination of the Trust. (a) The Trust shall dissolve and wind up, (i) upon the maturity or other liquidation unanimous written agreement of all of the last remaining Receivable holders of Certificates. Upon the dissolution of the Trust, its affairs shall be wound up and its property liquidated. Thereafter, after paying its liabilities in accordance with Section 3808 of the Business Trust Statute, the Delaware Trustee shall cause the Trust's certificate of trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Trust Statute and the disposition of any amounts received upon such maturity Trust shall terminate. (b) Any SUBI shall be dissolved and its affairs shall be wound up at the time or liquidation, (ii) upon the payment to happening of events specified in the Noteholders applicable SUBI Supplement. Any SUBI established in accordance with this Agreement may be dissolved and the Certificateholders of all amounts required to be paid to them pursuant to the terms of the Indenture, the Sale and Servicing Agreement, Article V and Section 8.2, or (iii) upon the entry of an order for its affairs wound up without causing the dissolution of the Trust from a court of competent jurisdictionor any other SUBI thereof. Any Insolvency Event, liquidation, The dissolution, death winding up, liquidation or incapacity with respect to any Certificateholder or Certificate Owner shall not (x) operate to terminate this Agreement or dissolve and/or terminate the Trust, nor (y) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part termination of the Trust or Owner any SUBI thereof shall not affect any limitation of liability with respect to a SUBI established in accordance with this Agreement, the Certificate of Trust Estate nor (zor Section 3804(a) otherwise affect the rights, obligations and liabilities of the parties heretoBusiness Trust Statute. Upon The death, incapacity, dissolution, termination or bankruptcy of a beneficial owner of any SUBI shall not result in the termination or dissolution of such SUBI and such SUBI may not be terminated or revoked by a beneficial owner of such SUBI or other person except in accordance with the Trustterms of this Agreement or, in the case of any SUBI, the Owner Trustee shall wind up the business and affairs of the Trust as required by Section 3808 of the Statutory Trust Statute. (b) Except as provided in Section 8.1(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trustapplicable SUBI Supplement. (c) Notice The Servicer and any other persons under this Agreement or a SUBI Supplement which are responsible for winding up the affairs of any dissolution SUBI may in the name of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Certificate Paying Agent Trust and for payment and on behalf of the final distribution Trust and cancellationsuch SUBI, shall be given by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such dissolution from the Servicer, stating (i) the Payment Date upon or take all actions with respect to which final payment the SUBI as are permitted under Section 3808 of the Certificates Business Trust Statute and shall be made upon presentation provide for the claims and surrender obligations of the Certificates at SUBI and distribute the office assets of the Certificate Paying Agent therein designatedSUBI as provided under Section 3808 of the Business Trust Statute. Any Person, (iiincluding any Trustee, who under this Agreement or any SUBI Supplement is responsible for winding up such SUBI' affairs who has complied with Section 3808(e) of the amount of any such final payment (after reservation of sums sufficient to pay all claims and obligations, if any, known Business Trust Statute shall not be personally liable to the Owner Trustee and payable by the Trust) and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender claimants of the Certificates at dissolved SUBI by reason of such Person's actions in winding up the office of the Certificate Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Payment Date pursuant to Section 5SUBI.

Termination of the Trust. (a) The Trust shall dissolve and wind up, (i) upon the maturity or other liquidation earlier of the last remaining Receivable and receipt by the disposition of any amounts received upon such maturity or liquidation, (ii) upon the payment to the Noteholders and the Certificateholders Trust of all amounts required to be paid to them pursuant to by the terms Underlying Issuers of the Indenture, the Sale and Servicing Agreement, Article V and Section 8.2, or (iii) upon the entry of an order for the dissolution of the Trust from their respective Underlying Notes then constituting a court of competent jurisdiction. Any Insolvency Event, liquidation, dissolution, death or incapacity with respect to any Certificateholder or Certificate Owner shall not (x) operate to terminate this Agreement or dissolve and/or terminate the Trust, nor (y) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust Property or Owner Trust Estate nor [date][45 years from the date of this Agreement]. (zb) otherwise affect Upon the rights, obligations and liabilities of the parties hereto. Upon dissolution of the Trust, (i) the Owner Trust shall carry on no business except for the purpose of winding up its affairs, including the obligations of the Trustee on behalf of the Trust to provide reports and other information under this Agreement and to make distributions to Certificateholders as herein set forth and (ii) the Trustee shall proceed to wind up the business and affairs of the Trust as required by Section 3808 of and shall continue, under this Agreement, to have the Statutory Trust Statute. (b) Except as provided in Section 8.1(a), neither the Depositor nor any Certificateholder shall be entitled powers to revoke fulfill or terminate discharge the Trust’s contracts, collect its assets, discharge or pay its liabilities and do all other acts appropriate to liquidate its business. (c) Notice Written notice of any dissolution of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, termination shall be given by provided to each Certificateholder and the Owner Trustee by letter to Certificateholders mailed Depositor within five (5) ten Business Days of receipt of notice of such dissolution from termination, unless such termination occurs on the ServicerFinal Scheduled Distribution Date. (d) On the Final Scheduled Distribution Date, stating (i) the Payment Date upon or with respect to which final payment unless none of the Certificates shall be made upon presentation and surrender of are then Outstanding, the Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment (after reservation of sums sufficient to pay all claims and obligations, if any, known to the Owner Trustee and payable by the Trust) and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate Paying Agent therein specified. The Owner Trustee shall give such notice distribute to the Certificate Registrar (if other than the Owner Trustee) each Certificateholder presenting and the Certificate Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the surrendering its Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts amount distributable on such Payment the Final Scheduled Distribution Date pursuant to Section 54.01 in respect of the Certificates so presented and surrendered. Any funds not distributed on the Final Scheduled Distribution Date shall be set aside and held in trust by the Trustee for the benefit of Certificateholders that fail to present and surrender their Certificates on the Final Scheduled Distribution Date and shall be disposed of upon such presentation and surrender, subject to Sections 4.01 and 5.09. Immediately following the deposit of such funds in trust hereunder, the Trustee shall execute and file with the Secretary of State of the State of Delaware a certificate of cancellation under the Act, and thereupon the Trustee shall be discharged from all liabilities and duties hereunder, the rights and interests of all Certificateholders shall cease and the Trust shall terminate.

Termination of the Trust. (a) The Trust shall dissolve and wind up, (i) upon the maturity or other liquidation of the last remaining Receivable and the disposition of any amounts received upon such maturity or liquidation, (ii) upon the payment to the Noteholders and the Certificateholders of all amounts required to be paid to them pursuant to the terms of the Indenture, the Sale and Servicing Agreement, Article V and Section 8.2, or (iii) upon the entry of an order for the dissolution of the Trust from a court of competent jurisdiction. Any Insolvency Event, liquidation, dissolution, death or incapacity with respect to any Certificateholder or Certificate Owner shall not (x) operate to terminate this Agreement or dissolve and/or terminate the Trust, nor (y) entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate Property nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. Upon dissolution of the Trust, the Owner Trustee shall wind up the business and affairs of the Trust as required by Section 3808 of the Statutory Trust Statute. (b) Except as provided in Section 8.1(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any dissolution of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Certificate Paying Agent Owner Trustee for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such dissolution from the Servicer, stating (i) the Payment Date upon or with respect to which final payment of the Certificates shall be made upon presentation and surrender of the Certificates at the office of the Certificate Paying Agent Owner Trustee therein designated, (ii) the amount of any such final payment (after reservation of sums sufficient to pay all claims and obligations, if any, known to the Owner Trustee and payable by the Trust) and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate Paying Agent Owner Trustee therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Certificate Paying Agent Owner Trustee shall cause to be distributed to Certificateholders amounts distributable on such Payment Date pursuant to Section 55.2. Upon the satisfaction and discharge of the Indenture, and receipt of a certificate from the Indenture Trustee stating that all Noteholders have been paid in full and that the Indenture Trustee is aware of no claims remaining against the Trust in respect of the Indenture and the Notes, the Owner Trustee, in the absence of actual knowledge of any other claim against the Trust, shall be deemed to have made reasonable provision to pay all claims and obligations (including conditional, contingent or unmatured obligations) for purposes of Section 3808(e) of the Statutory Trust Statute. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor. (d) Upon final distribution of any funds remaining in the Trust, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810(d) of the Statutory Trust Statute whereupon the Trust and this Agreement shall terminate.

Termination of the Trust. (a) The Trust shall dissolve and wind up, (i) upon the maturity or other liquidation of the last remaining Receivable and the disposition of any amounts received upon such maturity or liquidation, (ii) upon the payment to the Noteholders and the Certificateholders of all amounts required to be paid to them pursuant to the terms of the Indenture, the Sale and Servicing Agreement, Article V and Section 8.2, or (iii) upon the entry of an order for the dissolution of the Trust from a court of competent jurisdiction. Any Insolvency Event, liquidation, dissolution, death or incapacity with respect to any Certificateholder or Certificate Owner shall not (x) operate to terminate this Agreement or dissolve and/or terminate the Trust, nor (y) entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. Upon dissolution of the Trust, the Owner Trustee shall wind up the business and affairs of the Trust as required by Section 3808 of the Statutory Trust Statute. (b) Except as provided in Section 8.1(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any dissolution of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Certificate Paying Agent Owner Trustee for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such dissolution from the Servicer, stating (i) the Payment Date upon or with respect to which final payment of the Certificates shall be made upon presentation and surrender of the Certificates at the office of the Certificate Paying Agent Owner Trustee therein designated, (ii) the amount of any such final payment (after reservation of sums sufficient to pay all claims and obligations, if any, known to the Owner Trustee and payable by the Trust) and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate Paying Agent Owner Trustee therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Certificate Paying Agent Owner Trustee shall cause to be distributed to Certificateholders amounts distributable on such Payment Date pursuant to Section 55.2. Upon the satisfaction and discharge of the Indenture, and receipt of a certificate from the Indenture Trustee stating that all Noteholders have been paid in full and that the Indenture Trustee is aware of no claims remaining against the Trust in respect of the Indenture and the Notes, the Owner Trustee, in the absence of actual knowledge of any other claim against the Trust, shall be deemed to have made reasonable provision to pay all claims and obligations (including conditional, contingent or unmatured obligations) for purposes of Section 3808(e) of the Statutory Trust Statute. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor. (d) Upon final distribution of any funds remaining in the Trust, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810(d) of the Statutory Trust Statute whereupon the Trust and this Agreement shall terminate.

Termination of the Trust. (a) The Trust shall dissolve and wind upup upon the later of, (i) upon the maturity or other liquidation of the last remaining Receivable and the disposition of any amounts received upon such maturity or liquidation, (ii) upon the payment to the Noteholders and the Certificateholders of all amounts required to be paid to them pursuant to the terms of the Indenture, the Sale and Servicing Agreement, Agreement or Article V and Section 8.2hereof, or (iii) upon the entry of an order for the dissolution of the Trust from a court of competent jurisdiction. Any Insolvency Event, liquidation, dissolution, death or incapacity with respect to any Certificateholder or Certificate Owner shall not (x) operate to terminate this Agreement or dissolve and/or terminate the Trust, nor (y) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. Upon dissolution of the Trust, the Owner Trustee shall wind up the business and affairs of the Trust as required by Section 3808 of the Statutory Trust Statute. (b) Except as provided in Section 8.1(a), neither the Depositor nor any Certificateholder shall be entitled to revoke revoke, dissolve or terminate the Trust. (c) Notice of any dissolution of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such dissolution from the Servicer, stating (i) the Payment Date upon or with respect to which final payment of the Certificates shall be made upon presentation and surrender of the Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment (after reservation of sums sufficient to pay all claims and obligations, if any, known to the Owner Trustee and payable by the Trust) and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Payment Date pursuant to Section 5.Owner

Termination of the Trust. (a) The Trust shall dissolve and wind up, upon the later to occur of (i) upon the maturity or other liquidation of the last Financed Student Loan (including the auction sale by the Indenture Trustee of the remaining Receivable Financed Student Loans in the Trust as described in the Indenture and the disposition subsequent distribution of any amounts received upon in respect of such maturity or liquidation, auction sale as provided in the Indenture and the other Basic Documents) and (ii) upon the payment to the Noteholders and the Certificateholders of all amounts required to be paid to them payable pursuant to the terms of the Indenture, the Sale and Servicing Agreement, Article V and Section 8.2, or (iii) upon the entry of an order for . Upon the dissolution of the Trust, after paying or making reasonable provision for the payment of all liabilities of the Trust from in accordance with applicable law, the Paying Agent shall distribute any remaining Trust Property to the Certificateholders in accordance with this Agreement and the other Basic Documents. Thereafter, this Agreement (other than Article VIII) and the Trust shall terminate and the Owner Trustee shall, at the direction and expense of the Depositor, file a court certificate of competent jurisdiction. Any Insolvency Eventcancellation with the Delaware Secretary of State. (b) The bankruptcy, liquidation, dissolution, death or incapacity with respect to any of the Certificateholder or Certificate Owner shall not (x) operate to dissolve or terminate this Agreement or dissolve and/or terminate the Trust, nor (y) entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate Property nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. Upon dissolution of the Trust, the Owner Trustee shall wind up the business and affairs of the Trust as required by Section 3808 of the Statutory Trust Statute. (bc) Except as provided in Section 8.1(a), neither Neither the Depositor nor any the Certificateholder shall be entitled to revoke revoke, dissolve, or terminate the Trust. (cd) Notice of any dissolution of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within Within five (5) Business Days of the dissolution of the Trust or receipt by the Owner Trustee of notice of such dissolution from the ServicerIndenture Trustee given pursuant to Section 10.1 of the Indenture of final distribution to the Paying Agent of amounts held under the Indenture, stating the Paying Agent shall mail written notice of the dissolution of the Trust to the Certificateholder, specifying (i) the Payment Distribution Date upon or with respect to which final payment distribution of the Certificates amounts received hereunder shall be made upon presentation and surrender of the Certificates such Certificateholder’s Certificate at the office of the Certificate Paying Agent therein designatedspecified, (ii) the amount of any such final payment (after reservation of sums sufficient to pay all claims and obligationspayment, if any, known to the Owner Trustee and payable by the Trust) and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates such Certificate at the office of the Certificate Paying Agent therein specified. The Owner Trustee Paying Agent shall give such notice to the Certificate Registrar (if other than different from the Owner Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholderssuch Certificateholder. In the event such notice is given, the Paying Agent shall make deposits into the Certificate Distribution Account in accordance with Section 5.1(a). Upon presentation and surrender of the CertificatesCertificate, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts such Certificateholder the amount distributable on such Payment Distribution Date pursuant to Section 55.2. (e) In the event that the Certificateholder shall not surrender its Certificate for cancellation within six (6) months after the date specified in the above-mentioned written notice, the Paying Agent shall give a second written notice to such Certificateholder to surrender its Certificate for cancellation and receive the final distribution with respect thereto. If within one (1) year after the second notice the Certificate shall not have been surrendered for cancellation, the Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact such Certificateholder concerning surrender of its Certificate, and the cost thereof shall be paid out of the funds and other assets that remain subject to this Agreement. Any funds that are payable to the Certificateholder remaining in the Trust after exhaustion of such remedies shall, to the fullest extent permitted by law, be distributed by the Paying Agent to the Certificateholder (but only upon termination of this Agreement), and such Certificateholder, by acceptance of its Certificate, hereby waives any rights with respect to such funds.

Termination of the Trust. (a) The Trust shall dissolve and wind up, (i) upon the maturity or other liquidation earlier of the last remaining Receivable and receipt by the disposition of any amounts received upon such maturity or liquidation, (ii) upon the payment to the Noteholders and the Certificateholders Trust of all amounts required to be paid to them pursuant to by the terms Underlying Issuers of the Indenture, the Sale and Servicing Agreement, Article V and Section 8.2, or (iii) upon the entry of an order for the dissolution of the Trust from their respective Underlying CDs then constituting a court of competent jurisdiction. Any Insolvency Event, liquidation, dissolution, death or incapacity with respect to any Certificateholder or Certificate Owner shall not (x) operate to terminate this Agreement or dissolve and/or terminate the Trust, nor (y) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust Property or Owner Trust Estate nor [date][45 years from the date of this Agreement]. (zb) otherwise affect Upon the rights, obligations and liabilities of the parties hereto. Upon dissolution of the Trust, (i) the Owner Trust shall carry on no business except for the purpose of winding up its affairs, including the obligations of the Trustee on behalf of the Trust to provide reports and other information under this Agreement and to make distributions to Certificateholders as herein set forth and (ii) the Trustee shall proceed to wind up the business and affairs of the Trust as required by Section 3808 of and shall continue, under this Agreement, to have the Statutory Trust Statute. (b) Except as provided in Section 8.1(a), neither the Depositor nor any Certificateholder shall be entitled powers to revoke fulfill or terminate discharge the Trust’s contracts, collect its assets, discharge or pay its liabilities and do all other acts appropriate to liquidate its business. (c) Notice Written notice of any dissolution of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, termination shall be given by provided to each Certificateholder and the Owner Trustee by letter to Certificateholders mailed Depositor within five (5) ten Business Days of receipt of notice of such dissolution from termination, unless such termination occurs on the ServicerFinal Scheduled Distribution Date. (d) On the Final Scheduled Distribution Date, stating (i) the Payment Date upon or with respect to which final payment unless none of the Certificates shall be made upon presentation and surrender of are then Outstanding, the Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment (after reservation of sums sufficient to pay all claims and obligations, if any, known to the Owner Trustee and payable by the Trust) and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate Paying Agent therein specified. The Owner Trustee shall give such notice distribute to the Certificate Registrar (if other than the Owner Trustee) each Certificateholder presenting and the Certificate Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the surrendering its Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts amount distributable on such Payment the Final Scheduled Distribution Date pursuant to Section 54.01 in respect of the Certificates so presented and surrendered. Any funds not distributed on the Final Scheduled Distribution Date shall be set aside and held in trust by the Trustee for the benefit of Certificateholders that fail to present and surrender their Certificates on the Final Scheduled Distribution Date and shall be disposed of upon such presentation and surrender, subject to Sections 4.01 and 5.09. Immediately following the deposit of such funds in trust hereunder, the Trustee shall execute and file with the Secretary of State of the State of Delaware a certificate of cancellation under the Act, and thereupon the Trustee shall be discharged from all liabilities and duties hereunder, the rights and interests of all Certificateholders shall cease and the Trust shall terminate.

Termination of the Trust. (a) The This Agreement (other than Article VIII) shall terminate and the Trust shall dissolve and wind upterminate and be of no further force or effect and the Trust Property shall, subject to compliance with Section 3808 of the Delaware Statutory Trust Act, be distributed to the Certificate holder in accordance with the terms of this Agreement and the Basic Documents by the Co-Owner Trustee upon the later to occur of (i) upon the maturity or other liquidation of the last Financed Student Loan (including the auction sale by the Indenture Trustee of the remaining Receivable Financed Student Loans in the Trust as described in the Indenture and the disposition subsequent distribution of any amounts received upon in respect of such maturity or liquidation, auction sale as provided in the Indenture and the other Basic Documents) and (ii) upon the payment to the Noteholders and the Certificateholders of all amounts required to be paid to them payable pursuant to the terms of the Indenture, the Sale and Servicing Agreement, Article V and Section 8.2, or (iii) upon the entry of an order for the dissolution of the Trust from a court of competent jurisdiction. Any Insolvency Event, liquidation, dissolution, death or incapacity with respect to any Certificateholder or Certificate Owner shall not (x) operate to terminate this Agreement or dissolve and/or terminate the Trust, nor (y) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. Upon the dissolution of the Trust, after paying or making reasonable provision for the payment of all liabilities of the Trust in accordance with applicable law, the Co-Owner Trustee shall wind up file a certificate of cancellation with the business and affairs Delaware Secretary of the Trust as required by Section 3808 of the Statutory Trust StatuteState. (b) Except as provided in Section 8.1(a), neither Neither the Depositor nor any the Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any dissolution of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within Within five (5) Business Days of receipt by the Co-Owner Trustee of notice of such dissolution from the ServicerIndenture Trustee given pursuant to Section 10.01 of the Indenture of final distribution to the Co-Owner Trustee of amounts held under the Indenture, stating the Co-Owner Trustee shall mail written notice to the Certificateholder, specifying (i) the Payment Certificateholder's Distribution Date upon or with respect to which final payment distribution of the Certificates amounts received hereunder shall be made upon presentation and surrender of the Certificates such Certificateholder's Certificate at the office of the Certificate Paying Agent therein designatedspecified, (ii) the amount of any such final payment (after reservation of sums sufficient to pay all claims and obligationspayment, if any, known to the Owner Trustee and payable by the Trust) and (iii) that the Record Date otherwise applicable to such Payment Certificateholder's Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates such Certificate at the office of the Certificate Paying Agent therein specified. The Co-Owner Trustee shall give such notice to the Certificate Registrar (if other than different from the Co-Owner Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholderssuch Certificateholder. In the event such notice is given, the Co-Owner Trustee shall make deposits into the Certificate Distribution Account in accordance with Section 5.1(a). Upon presentation and surrender of the CertificatesCertificate, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts such Certificateholder the amount distributable on such Payment Certificateholder's Distribution Date pursuant to Section 55.2. (d) In the event that the Certificateholder shall not surrender its Certificate for cancellation within six months after the date specified in the above-mentioned written notice, the Co-Owner Trustee shall give a second written notice to such Certificateholder to surrender its Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Certificate shall not have been surrendered for cancellation, the Co-Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact such Certificateholder concerning surrender of its Certificate, and the cost thereof shall be paid out of the funds and other assets that remain subject to this Agreement. Any funds that are payable to the Certificateholder remaining in the Trust after exhaustion of such remedies shall, to the fullest extent permitted by law, be distributed by the Co-Owner Trustee to the Certificateholder (but only upon termination of this Agreement), and such Certificateholder, by acceptance of its Certificate, hereby waives any rights with respect to such funds.

Termination of the Trust. (a) The respective obligations and responsibilities of the Company and the Trustee with respect to the Trust shall dissolve and wind up, (i) terminate upon the maturity or other liquidation distribution to all Holders of the last remaining Receivable Certificates and the disposition of any amounts received upon such maturity or liquidation, (ii) upon the payment to the Noteholders and the Certificateholders Trustee of all amounts required to be paid distributed to them pursuant to the terms of the Indenture, the Sale and Servicing Agreement, Article V and Section 8.2, or (iii) upon the entry of an order for the dissolution of the Trust from a court of competent jurisdiction. Any Insolvency Event, liquidation, dissolution, death or incapacity with respect to any Certificateholder or Certificate Owner shall not (x) operate to terminate this Agreement or dissolve and/or terminate and the Trust, nor (y) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up disposition of all or any property held as part of the Trust or Owner Property; provided, however, that in no event shall the Trust Estate nor continue beyond one hundred ten (z110) otherwise affect years following the rights, obligations and liabilities date of the parties heretoexecution of this Trust Agreement. Upon dissolution of the Trust, the Owner Trustee shall wind up the business and affairs of the Trust as required by Section 3808 of the Statutory Trust Statute. (b) Except as provided in Section 8.1(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any dissolution of the Trustsuch termination, specifying the Payment Distribution Date upon which the Certificateholders shall may surrender their Certificates to the Certificate Paying Agent Trustee for payment of the final distribution and cancellation, shall be given mailed promptly by the Owner Trustee by letter to Certificateholders mailed within five not earlier than the 60th day and not later than the 20th day next preceding such final Distribution Date specifying (5) Business Days of receipt of notice of such dissolution from the Servicer, stating (iA) the Payment Distribution Date upon or with respect to which the proposed final payment of the Certificates shall will be made upon presentation and surrender of the Certificates at the office or agency of the Certificate Paying Agent Trustee therein designatedspecified, (iiB) the amount of any such proposed final payment (after reservation of sums sufficient to pay all claims and obligationspayment, if any, known to the Owner Trustee and payable by the Trust) and (iiiC) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Certificate Paying Agent Trustee therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the CertificatesCertificates in accordance with such notice, the Certificate Paying Agent Trustee 78 shall cause to be distributed to Certificateholders amounts distributable such final payments. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Distribution Date specified in the first written notice. In the event that any money held by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such Payment Date pursuant lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to Section 5the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the Company.

Termination of the Trust. (a) The respective obligations and responsibilities of the Company and the Trustee with respect to the Trust shall dissolve and wind up, (i) terminate upon the maturity or other liquidation distribution to all Holders of the last remaining Receivable Certificates and the disposition of any amounts received upon such maturity or liquidation, (ii) upon the payment to the Noteholders and the Certificateholders Trustee of all amounts required to be paid distributed to them pursuant to the terms of the Indenture, the Sale and Servicing Agreement, Article V and Section 8.2, or (iii) upon the entry of an order for the dissolution of the Trust from a court of competent jurisdiction. Any Insolvency Event, liquidation, dissolution, death or incapacity with respect to any Certificateholder or Certificate Owner shall not (x) operate to terminate this Agreement or dissolve and/or terminate and the Trust, nor (y) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up disposition of all or any property held as part of the Trust or Owner Property; provided, however, that in no event shall the Trust Estate nor continue beyond one hundred ten (z110) otherwise affect years following the rights, obligations and liabilities date of the parties heretoearliest execution of this Trust Agreement. Upon dissolution of the Trust, the Owner Trustee shall wind up the business and affairs of the Trust as required by Section 3808 of the Statutory Trust Statute. (b) Except as provided in Section 8.1(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any dissolution of the Trusttermination, specifying the Payment Distribution Date upon which the Certificateholders shall may surrender their Certificates to the Certificate Paying Agent Trustee for payment of the final distribution Distribution Date and cancellation, shall be given mailed promptly by the Owner Trustee by letter to Certificateholders mailed within five not earlier than the 60th day and not later than the 20th day next preceding such final Distribution Date specifying (5) Business Days of receipt of notice of such dissolution from the Servicer, stating (iA) the Payment Distribution Date upon or with respect to which the proposed final payment of the Certificates shall will be made upon presentation and surrender of the Certificates at the office or agency of the Certificate Paying Agent Trustee therein designatedspecified, (iiB) the amount of any such proposed final payment (after reservation of sums sufficient to pay all claims and obligationspayment, if any, known to the Owner Trustee and payable by the Trust) and (iiiC) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Certificate Paying Agent Trustee therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the CertificatesCertificates in accordance with such notice, the Certificate Paying Agent Trustee shall cause to be distributed to Certificateholders amounts distributable on such Payment Date pursuant final payments. shall pay to Section 5each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees, the Owner Participants and the Company.

Termination of the Trust. (a) The Trust shall dissolve and wind up, up upon the later of (i) upon the maturity or other liquidation of the last remaining Receivable and the disposition of any amounts received upon such maturity or liquidation, (ii) upon the payment to the Noteholders and the Certificateholders of all amounts required to be paid to them pursuant to the terms of the Indenture, the Sale and Servicing Agreement, Agreement or Article V and Section 8.2hereof, or (iii) upon the entry of an order for the dissolution of the Trust from a court of competent jurisdiction. Any Insolvency Event, liquidation, dissolution, death or incapacity with respect to any Certificateholder or Certificate Owner shall not (x) operate to terminate this Agreement or dissolve and/or terminate the Trust, nor (y) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. Upon dissolution of the Trust, the Owner Trustee shall wind up the business and affairs of the Trust as required by Section 3808 of the Statutory Trust Statute. (b) Except as provided in Section 8.1(a), neither the Depositor nor any Certificateholder shall be entitled to revoke revoke, dissolve or terminate the Trust. (c) Notice of any dissolution of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such dissolution from the Servicer, stating (i) the Payment Date upon or with respect to which final payment of the Certificates shall be made upon presentation and surrender of the Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment (after reservation of sums sufficient to pay all claims and obligations, if any, known to the Owner Trustee and payable by the Trust) and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Payment Date pursuant to Section 5.

Termination of the Trust. (a) The Trust shall dissolve upon the unanimous written agreement of all of the Holders, each SUBI Control Party and wind each Registered Pledgee. Upon the dissolution of the Trust, its affairs shall be wound up and its property liquidated. Thereafter, after paying its liabilities in accordance with Section 3808 of the Business Trust Statute, the Delaware Trustee shall cause the Trust’s certificate of trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Trust Statute and the Trust shall terminate. (b) Any SUBI shall be dissolved and its affairs shall be wound up at the time or upon the happening of events specified in the applicable SUBI Supplement. Any SUBI established in accordance with this Agreement may be dissolved and its affairs wound up without causing the dissolution of the Trust or any other Series thereof. The dissolution, winding up, liquidation or termination of the Trust or any Series thereof shall not affect any limitation of liability with respect to a Series established in accordance with this Agreement, the Certificate of Trust or Section 3804(a) of the Business Trust Statute. The death, incapacity, dissolution, termination or bankruptcy of a beneficial owner of any Series shall not result in the termination or dissolution of such Series and such Series may not be terminated or revoked by a beneficial owner of such Series or other person except in accordance with the terms of this Agreement or, in the case of any SUBI, the applicable SUBI Supplement. (c) The Servicer and any other persons who under this Agreement or a SUBI Supplement are responsible for winding up the affairs of any Series may, to the extent permitted in the applicable Series Supplement, in the name of the Trust and for and on behalf of the Trust and such Series, take all actions with respect to the Series as are permitted under Section 3808 of the Business Trust Statute and shall provide for the claims and obligations of the Series and distribute the assets of the Series as provided under Section 3808 of the Business Trust Statute. Any Person, including any Trustee, who under this Agreement or any SUBI Supplement is responsible for winding up such Series’ affairs who has complied with Section 3808(e) of the Business Trust Statute shall not be personally liable to the claimants of the dissolved Series by reason of such Person’s actions in winding up the Series. (d) This Agreement shall terminate with respect to any separate and identifiable SUBI Assets, and not, except as otherwise provided in a SUBI Supplement with respect to any other SUBI, as to any Trust Assets allocated to any other SUBI, upon the written direction by the Holder of the related SUBI Certificate, with the prior written consent of each SUBI Control Party thereof, to the Trustee of such SUBI Assets to revoke and terminate such SUBI, following (i) upon the maturity occurrence of such termination events as may be set forth in the SUBI Supplement relating to such SUBI or other liquidation of the last remaining Receivable and the disposition of any amounts received upon such maturity or liquidation, (ii) upon the satisfaction of all obligations to creditors, if any, of such Series and the related Financing Documents, the payment to the Noteholders and the Certificateholders each related Holder or its designee including each related SUBI Control Party of all amounts required to be paid to them it pursuant to the terms of the Indenture, the Sale this Agreement and Servicing Agreement, Article V and Section 8.2, or such Holder’s Certificate. (iiie) upon the entry of an order for the dissolution of the Trust from a court of competent jurisdiction. Any Insolvency Event, liquidation, dissolution, death or incapacity This Agreement shall terminate with respect to any Certificateholder or Certificate Owner shall not (x) operate to terminate this Agreement or dissolve and/or terminate separate and identifiable UTI Assets upon the Trust, nor (y) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part written direction by the Holder of the Trust or Owner Trust Estate nor (z) otherwise affect UTI Certificate, with the rightsprior written consent of each Registered Pledgee thereof, obligations and liabilities of to the parties hereto. Upon dissolution of the Trust, the Owner UTI Trustee shall wind up the business and affairs of the Trust as required by Section 3808 of the Statutory Trust Statute. (b) Except as provided in Section 8.1(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or and terminate such UTI, following (x)(i) the Trust. (c) Notice of any dissolution of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice occurrence of such dissolution from termination events as may be set forth in the Servicer, stating (i) the Payment Date upon UTI Supplement relating to such UTI or with respect to which final payment of the Certificates shall be made upon presentation and surrender of the Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount satisfaction of any such final payment (after reservation of sums sufficient all obligations to pay all claims and obligationscreditors, if any, known of such Series, the payment to the Owner Trustee each related Holder or its designee of all amounts required to be paid to it pursuant to this Agreement and payable by the Trust) such Holder’s Certificate and (iiiy) that the Record Date otherwise applicable due termination of each SUBI, the due satisfaction of all obligations to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar creditors (if other than the Owner Trusteeany) and the Certificate Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificateseach SUBI, the Certificate Paying Agent shall cause payment to each related Holder or its designee of all amounts required to be distributed to Certificateholders amounts distributable on such Payment Date paid and pursuant to Section 5this Agreement and such Holder’s Certificate.

Termination of the Trust. (a) The respective obligations and responsibilities of the Company and the Trustee with respect to the Trust shall dissolve and wind up, (i) terminate upon the maturity or other liquidation distribution to all Holders of the last remaining Receivable Certificates and the disposition of any amounts received upon such maturity or liquidation, (ii) upon the payment to the Noteholders and the Certificateholders Trustee of all amounts required to be paid distributed to them pursuant to the terms of the Indenture, the Sale and Servicing Agreement, Article V and Section 8.2, or (iii) upon the entry of an order for the dissolution of the Trust from a court of competent jurisdiction. Any Insolvency Event, liquidation, dissolution, death or incapacity with respect to any Certificateholder or Certificate Owner shall not (x) operate to terminate this Agreement or dissolve and/or terminate and the Trust, nor (y) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up disposition of all or any property held as part of the Trust or Owner Property; provided, however, that in no event shall the Trust Estate nor continue beyond one hundred ten (z110) otherwise affect years following the rights, obligations and liabilities date of the parties heretoexecution of this Trust Agreement. Upon dissolution of the Trust, the Owner Trustee shall wind up the business and affairs of the Trust as required by Section 3808 of the Statutory Trust Statute. (b) Except as provided in Section 8.1(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any dissolution of the Trustsuch termination, specifying the Payment Distribution Date upon which the Certificateholders shall may surrender their Certificates to the Certificate Paying Agent Trustee for payment of the final distribution and cancellation, shall be given mailed promptly by the Owner Trustee by letter to Certificateholders mailed within five not earlier than the 60th day and not later than the 20th day next preceding such final Distribution Date specifying (5) Business Days of receipt of notice of such dissolution from the Servicer, stating (iA) the Payment Distribution Date upon or with respect to which the proposed final payment of the Certificates shall will be made upon presentation and surrender of the Certificates at the office or agency of the Certificate Paying Agent Trustee therein designatedspecified, (iiB) the amount of any such proposed final payment (after reservation of sums sufficient to pay all claims and obligationspayment, if any, known to the Owner Trustee and payable by the Trust) and (iiiC) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Certificate Paying Agent Trustee therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the CertificatesCertificates in accordance with such notice, the Certificate Paying Agent Trustee shall cause to be distributed to Certificateholders amounts distributable such final payments. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for 79 -72- cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Distribution Date specified in the first written notice. In the event that any money held by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such Payment Date pursuant lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to Section 5the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the Company.

Termination of the Trust. (a) The respective obligations and responsibilities of the Depositor and the Owner Trustee created by this Agreement and the Trust created by this Agreement shall dissolve and wind up, terminate upon the later of (i) upon the maturity or other liquidation of the last remaining Receivable Loan (including the purchase as of any Payment Date by the Seller or the Servicer at its option of the corpus of the Trust as described in Section 8.01 of the Sale and Servicing Agreement) and the disposition subsequent distribution of any amounts received upon in respect of such maturity Loans as provided in the Related Documents, or liquidation, (ii) upon the payment to the Noteholders and the Certificateholders of all amounts required to be paid to them pursuant to this Agreement. In any case, there shall be delivered to the terms Owner Trustee, the Indenture Trustee, the Rating Agencies and the Note Insurer an Opinion of Counsel that all applicable preference periods under federal, state and local bankruptcy, insolvency and similar laws have expired with respect to the payments pursuant to clause (ii); provided, however, that in no event shall the trust created by this Agreement continue beyond the expiration of 21 years from the death of the Indenture, the Sale and Servicing Agreement, Article V and Section 8.2, or (iii) upon the entry of an order for the dissolution last survivor of the Trust from a court descendants living on the date of competent jurisdictionthis Agreement of Xxxx Xxxxxxx of the Commonwealth of Massachusetts; and provided, further, that the rights to indemnification under Section 8.2 shall survive the termination of the Trust. Any Insolvency EventThe Servicer shall promptly notify the Owner Trustee of any prospective termination pursuant to this Section 9.1. The bankruptcy, liquidation, dissolution, termination, resignation, expulsion, withdrawal, death or incapacity with respect to of any Certificateholder or Certificate Owner Certificateholder, shall not (x) operate to terminate this Agreement or dissolve and/or terminate the Trust, nor (y) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate Property nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. Upon dissolution of the Trust, the Owner Trustee shall wind up the business and affairs of the Trust as required by Section 3808 of the Statutory Trust Statute. (b) Except as provided in Section 8.1(a9.1(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any dissolution of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within Within five (5) Business Days of receipt of notice of such dissolution final distribution on the Certificates from the ServicerSeller or the Servicer given pursuant to Section 8.01(b) of the Sale and Servicing Agreement , stating the Owner Trustee shall mail written notice to the Certificateholder specifying (i) the Payment Date upon or with respect to which final payment of the Certificates shall be made upon presentation and surrender of the Certificates at the office of the Certificate Paying Agent therein designatedspecified, (ii) the amount of any such final payment (after reservation of sums sufficient to pay all claims and obligationspayment, if any, known to the Owner Trustee and payable by the Trust) and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholders. In the event such notice is given, (i) the Indenture Trustee shall make deposits into the Certificate Distribution Account in accordance with Section 6.06 of the Sale and Servicing Agreement, or, (ii) in the case of an optional purchase of Loans pursuant to Section 8.01 of the Sale and Servicing Agreement, the Indenture Trustee shall deposit the amount specified in Section 8.01 of the Sale and Servicing Agreement. Upon presentation and surrender of the Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Payment Date pursuant to Section 55.2. (d) In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain subject to this Agreement. Any funds which are payable to Certificateholders remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to The United Way (but only upon termination of this Agreement), and the Certificateholders, by acceptance of their Certificates, hereby waive any rights with respect to such funds. (e) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Trust Statute. ARTICLE X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

Termination of the Trust. (a) The Trust shall dissolve and wind up, (i) upon the maturity or other liquidation earlier of the last remaining Receivable and receipt by the disposition of any amounts received upon such maturity or liquidation, (ii) upon the payment to the Noteholders and the Certificateholders Trust of all amounts required to be paid to them pursuant to by the terms Underlying Issuers of the Indenture, the Sale and Servicing Agreement, Article V and Section 8.2, or (iii) upon the entry of an order for the dissolution of the Trust from their respective Underlying Notes then constituting a court of competent jurisdiction. Any Insolvency Event, liquidation, dissolution, death or incapacity with respect to any Certificateholder or Certificate Owner shall not (x) operate to terminate this Agreement or dissolve and/or terminate the Trust, nor (y) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust Property or Owner Trust Estate nor [date][45 years from the date of this Agreement]. (zb) otherwise affect Upon the rights, obligations and liabilities of the parties hereto. Upon dissolution of the Trust, (i) the Owner Trust shall carry on no business except for the purpose of winding up its affairs, including the obligations of the Trustee on behalf of the Trust to provide reports and other information under this Agreement and to make distributions to Certificateholders as herein set forth and (ii) the Trustee shall proceed to wind up the business and affairs of the Trust as required by Section 3808 of and shall continue, under this Agreement, to have the Statutory Trust Statute. (b) Except as provided in Section 8.1(a), neither the Depositor nor any Certificateholder shall be entitled powers to revoke fulfill or terminate discharge the Trust’s contracts, collect its assets, discharge or pay its liabilities and do all other acts appropriate to liquidate its business. (c) Notice Written notice of any dissolution of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, termination shall be given by provided to each Certificateholder and the Owner Trustee by letter to Certificateholders mailed Depositor within five (5) ten Business Days of receipt of notice of such dissolution from termination, unless such termination occurs on the ServicerFinal Scheduled Distribution Date. (d) On the Final Scheduled Distribution Date, stating (i) the Payment Date upon or with respect to which final payment unless none of the Certificates shall be made upon presentation and surrender of are then Outstanding, the Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment (after reservation of sums sufficient to pay all claims and obligations, if any, known to the Owner Trustee and payable by the Trust) and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate Paying Agent therein specified. The Owner Trustee shall give such notice distribute to the Certificate Registrar (if other than the Owner Trustee) each Certificateholder presenting and the Certificate Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the surrendering its Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts amount distributable on such Payment the Final Scheduled Distribution Date pursuant to Section 54.01 in respect of the Certificates so presented and surrendered. Any funds not distributed on the Final Scheduled Distribution Date shall be set aside and held in trust by the Trustee for the benefit of Certificateholders that fail to present and surrender their Certificates on the Final Scheduled Distribution Date and shall be disposed of upon such presentation and surrender, subject to Sections 4.01 and 5.09. Immediately following the deposit of such funds in trust hereunder, the Trustee shall execute and file with the Secretary of State of the State of Delaware a certificate of cancellation under the Act, and thereupon the Trustee shall be discharged from all liabiliti es and duties hereunder, the rights and interests of all Certificateholders shall cease and the Trust shall terminate.

Termination of the Trust. (a) The Trust shall dissolve and wind upup upon the later of, (i) upon the maturity or other liquidation of the last remaining Receivable and the disposition of any amounts received upon such maturity or liquidation, (ii) upon the payment to the Noteholders and the Certificateholders of all amounts required to be paid to them pursuant to the terms of the Indenture, the Sale and Servicing Agreement, Agreement or Article V and Section 8.2hereof, or (iii) upon the entry of an order for the dissolution of the Trust from a court of competent jurisdiction. Any Insolvency Event, liquidation, dissolution, death or incapacity with respect to any Certificateholder or Certificate Owner shall not (x) operate to terminate this Agreement or dissolve and/or terminate the Trust, nor (y) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. Upon dissolution of the Trust, the Owner Trustee shall wind up the business and affairs of the Trust as required by Section 3808 of the Statutory Trust Statute. (b) Except as provided in Section 8.1(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any dissolution of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such dissolution from the Servicer, stating (i) the Payment Date upon or with respect to which final payment of the Certificates shall be made upon presentation and surrender of the Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment (after reservation of sums sufficient to pay all claims and obligations, if any, known to the Owner Trustee and payable by the Trust) and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Payment Date pursuant to Section 5.

Termination of the Trust. (a) The Trust shall dissolve and wind up, (i) upon the maturity or other liquidation of the last remaining Receivable and the disposition of any amounts received upon such maturity or liquidation, (ii) upon the payment to the Noteholders and the Certificateholders of all amounts required to be paid to them pursuant to the terms of the Indenture, the Sale and Servicing Agreement, Article V and Section 8.2, or (iii) upon the entry of an order for the dissolution of the Trust from a court of competent jurisdiction. Any Insolvency Event, liquidation, dissolution, death or incapacity with respect to any Certificateholder [or Certificate Owner Owner] shall not (x) operate to terminate this Agreement or dissolve and/or terminate the Trust, nor (y) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. Upon dissolution of the Trust, the Owner Trustee shall wind up the business and affairs of the Trust as required by Section 3808 of the Statutory Trust Statute. (b) Except as provided in Section 8.1(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any dissolution of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such dissolution from the Servicer, stating (i) the Payment Date upon or with respect to which final payment of the Certificates shall be made upon presentation and surrender of the Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment (after reservation of sums sufficient to pay all claims and obligations, if any, known to the Owner Trustee and payable by the Trust) and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Payment Date pursuant to Section 5.be

Termination of the Trust. (a) The This Agreement (other than Article VIII) shall terminate and the Trust shall dissolve and wind upterminate and be of no further force or effect and the Trust Property shall, subject to compliance with Section 3808 of the Delaware Statutory Trust Act, be distributed to the Certificate holder in accordance with the terms of this Agreement and the Basic Documents by the Co-Owner Trustee upon the later to occur of (i) upon the maturity or other liquidation of the last Financed Student Loan (including the auction sale by the Indenture Trustee of the remaining Receivable Financed Student Loans in the Trust as described in the Indenture and the disposition subsequent distribution of any amounts received upon in respect of such maturity or liquidation, auction sale as provided in the Indenture and the other Basic Documents) and (ii) upon the payment to the Noteholders and the Certificateholders of all amounts required to be paid to them payable pursuant to the terms of the Indenture, the Sale and Servicing Agreement, Article V and Section 8.2, or (iii) upon the entry of an order for the dissolution of the Trust from a court of competent jurisdiction. Any Insolvency Event, liquidation, dissolution, death or incapacity with respect to any Certificateholder or Certificate Owner shall not (x) operate to terminate this Agreement or dissolve and/or terminate the Trust, nor (y) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. Upon the dissolution of the Trust, after paying or making reasonable provision for the payment of all liabilities of the Trust in accordance with applicable law, the Co-Owner Trustee shall wind up file a certificate of cancellation with the business and affairs Delaware Secretary of the Trust as required by Section 3808 of the Statutory Trust StatuteState. (b) Except as provided in Section 8.1(a), neither Neither the Depositor nor any the Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any dissolution of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within Within five (5) Business Days of receipt by the Co-Owner Trustee of notice of such dissolution from the ServicerIndenture Trustee given pursuant to Section 10.01 of the Indenture of final distribution to the Co-Owner Trustee of amounts held under the Indenture, stating the Co-Owner Trustee shall mail written notice to the Certificateholder, specifying (i) the Payment Certificateholder's Distribution Date upon or with respect to which final payment distribution of the Certificates amounts received hereunder shall be made upon presentation and surrender of the Certificates such Certificateholder's Certificate at the office of the Certificate Paying Agent therein designatedspecified, (ii) the amount of any such final payment (after reservation of sums sufficient to pay all claims and obligationspayment, if any, known to the Owner Trustee and payable by the Trust) and (iii) that the Record Date otherwise applicable to such Payment Certificateholder's Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates such Certificate at the office of the Certificate Paying Agent therein specified. The Co-Owner Trustee shall give such notice to the Certificate Registrar (if other than different from the Co-Owner Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholderssuch Certificateholder. In the event such notice is given, the Co-Owner Trustee shall make deposits into the Certificate Distribution Account in accordance with Section 5.1(a). Upon presentation and surrender of the CertificatesCertificate, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts such Certificateholder the amount distributable on such Payment Certificateholder's Distribution Date pursuant to Section 55.2. (d) In the event that the Certificateholder shall not surrender its Certificate for cancellation within six months after the date specified in the above-mentioned written notice, the Co-Owner Trustee shall give a second written notice to such Certificateholder to surrender its Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Certificate shall not have been surrendered for cancellation, the Co-Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact such Certificateholder concerning surrender of its Certificate, and the cost thereof shall 32 of 41 Trust Agreement be paid out of the funds and other assets that remain subject to this Agreement. Any funds that are payable to the Certificateholder remaining in the Trust after exhaustion of such remedies shall, to the fullest extent permitted by law, be distributed by the Co-Owner Trustee to the Certificateholder (but only upon termination of this Agreement), and such Certificateholder, by acceptance of its Certificate, hereby waives any rights with respect to such funds.

Termination of the Trust. (a) The Trust shall dissolve and wind up, (i) upon the maturity or other liquidation earlier of the last remaining Receivable and receipt by the disposition of any amounts received upon such maturity or liquidation, (ii) upon the payment to the Noteholders and the Certificateholders Trust of all amounts required to be paid to them pursuant to by the terms Underlying Issuers of the Indenture, the Sale and Servicing Agreement, Article V and Section 8.2, or (iii) upon the entry of an order for the dissolution of the Trust from their respective Underlying Notes then constituting a court of competent jurisdiction. Any Insolvency Event, liquidation, dissolution, death or incapacity with respect to any Certificateholder or Certificate Owner shall not (x) operate to terminate this Agreement or dissolve and/or terminate the Trust, nor (y) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust Property or Owner Trust Estate nor [date][45 years from the date of this Agreement]. (zb) otherwise affect Upon the rights, obligations and liabilities of the parties hereto. Upon dissolution of the Trust, (i) the Owner Trust shall carry on no business except for the purpose of winding up its affairs, including the obligations of the Trustee on behalf of the Trust to provide reports and other information under this Agreement and to make distributions to Certificateholders as herein set forth and (ii) the Trustee shall proceed to wind up the business and affairs of the Trust as required by Section 3808 of and shall continue, under this Agreement, to have the Statutory Trust Statute. (b) Except as provided in Section 8.1(a), neither the Depositor nor any Certificateholder shall be entitled powers to revoke fulfill or terminate discharge the Trust’s contracts, collect its assets, discharge or pay its liabilities and do all other acts appropriate to liquidate its business. (c) Notice Written notice of any dissolution of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, termination shall be given by provided to each Certificateholder and the Owner Trustee by letter to Certificateholders mailed Depositor within five (5) ten Business Days of receipt of notice of such dissolution from termination, unless such termination occurs on the ServicerFinal Scheduled Distribution Date. (d) On the Final Scheduled Distribution Date, stating (i) the Payment Date upon or with respect to which final payment unless none of the Certificates shall be made upon presentation and surrender of are then Outstanding, the Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment (after reservation of sums sufficient to pay all claims and obligations, if any, known to the Owner Trustee and payable by the Trust) and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate Paying Agent therein specified. The Owner Trustee shall give such notice distribute to the Certificate Registrar (if other than the Owner Trustee) each Certificateholder presenting and the Certificate Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the surrendering its Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts amount distributable on such Payment the Final Scheduled Distribution Date pursuant to Section 4.01 in respect of the Certificates so presented and surrendered. Any funds not distributed on the Final Scheduled Distribution Date shall be set aside and held in trust by the Trustee for the benefit of Certificateholders that fail to present and surrender their Certificates on the Final Scheduled Distribution Date and shall be disposed of upon such presentation and surrender, subject to Sections 4.01 and 5.

Termination of the Trust. (a) The respective obligations and responsibilities of the Company and the Trustee with respect to the Trust shall dissolve and wind up, (i) terminate upon the maturity or other liquidation distribution to all Holders of the last remaining Receivable Certificates and the disposition of any amounts received upon such maturity or liquidation, (ii) upon the payment to the Noteholders and the Certificateholders Trustee of all amounts required to be paid distributed to them pursuant to the terms of the Indenture, the Sale and Servicing Agreement, Article V and Section 8.2, or (iii) upon the entry of an order for the dissolution of the Trust from a court of competent jurisdiction. Any Insolvency Event, liquidation, dissolution, death or incapacity with respect to any Certificateholder or Certificate Owner shall not (x) operate to terminate this Agreement or dissolve and/or terminate and the Trust, nor (y) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up disposition of all or any property held as part of the Trust or Owner Property; provided, however, that in no event shall the Trust Estate nor continue beyond one hundred ten (z110) otherwise affect years following the rights, obligations and liabilities date of the parties heretoexecution of this Trust Agreement. Upon dissolution of the Trust, the Owner Trustee shall wind up the business and affairs of the Trust as required by Section 3808 of the Statutory Trust Statute. (b) Except as provided in Section 8.1(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any dissolution of the Trustsuch termination, specifying the Payment Distribution Date upon which the Certificateholders shall may surrender their Certificates to the Certificate Paying Agent Trustee for payment of the final distribution and cancellation, shall be given mailed promptly by the Owner Trustee by letter to Certificateholders mailed within five not earlier than the 60th day and not later than the 20th day next preceding such final Distribution Date specifying (5) Business Days of receipt of notice of such dissolution from the Servicer, stating (iA) the Payment Distribution Date upon or with respect to which the proposed final payment of the Certificates shall will be made upon presentation and surrender of the Certificates at the office or agency of the Certificate Paying Agent Trustee therein designatedspecified, (iiB) the amount of any such proposed final payment (after reservation of sums sufficient to pay all claims and obligationspayment, if any, known to the Owner Trustee and payable by the Trust) and (iiiC) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Certificate Paying Agent Trustee therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the CertificatesCertificates in accordance with such notice, the Certificate Paying Agent Trustee shall cause to be distributed to Certificateholders amounts distributable such final payments. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Distribution Date specified in the first written notice. In the event that any money held by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such Payment Date pursuant lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to Section 5the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the Company.

Termination of the Trust. (a) The This Agreement (other than Article VIII) shall terminate and the Trust shall dissolve and wind upterminate and be of no further force or effect and the Trust Property shall, subject to compliance with Section 3808 of the Delaware Statutory Trust Act, be distributed to the Certificate holder in accordance with the terms of this Agreement and the Basic Documents by the Co-Owner Trustee upon the later to occur of (i) upon the maturity or other liquidation of the last Financed Student Loan (including the auction sale by the Indenture Trustee of the remaining Receivable Financed Student Loans in the Trust as described in the Indenture and the disposition subsequent distribution of any amounts received upon in respect of such maturity or liquidation, auction sale as provided in the Indenture and the other Basic Documents) and (ii) upon the payment to the Noteholders and the Certificateholders of all amounts required to be paid to them payable pursuant to the terms of the Indenture, the Sale and Servicing Agreement, Article V and Section 8.2, or (iii) upon the entry of an order for the dissolution of the Trust from a court of competent jurisdiction. Any Insolvency Event, liquidation, dissolution, death or incapacity with respect to any Certificateholder or Certificate Owner shall not (x) operate to terminate this Agreement or dissolve and/or terminate the Trust, nor (y) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. Upon dissolution of the Trust, the Owner Trustee shall wind up the business and affairs of the Trust as required by Section 3808 of the Statutory Trust Statute. (b) Except as provided in Section 8.1(a), neither Neither the Depositor nor any the Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any dissolution of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within Within five (5) Business Days of receipt by the Co-Owner Trustee of notice of such dissolution from the ServicerIndenture Trustee given pursuant to Section 10.01 of the Indenture of final distribution to the Co-Owner Trustee of amounts held under the Indenture, stating the Co-Owner Trustee shall mail written notice to the Certificateholder, specifying (i) the Payment Certificateholder's Distribution Date upon or with respect to which final payment distribution of the Certificates amounts received hereunder shall be made upon presentation and surrender of the Certificates such Certificateholder's Certificate at the office of the Certificate Paying Agent therein designatedspecified, (ii) the amount of any such final payment (after reservation of sums sufficient to pay all claims and obligationspayment, if any, known to the Owner Trustee and payable by the Trust) and (iii) that the Record Date otherwise applicable to such Payment Certificateholder's Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates such Certificate at the office of the Certificate Paying Agent therein specified. The Co-Owner Trustee shall give such notice to the Certificate Registrar (if other than different from the Co-Owner Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholderssuch Certificateholder. In the event such notice is given, the Co-Owner Trustee shall make deposits into the Certificate Distribution Account in accordance with Section 5.1(a). Upon presentation and surrender of the CertificatesCertificate, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts such Certificateholder the amount distributable on such Payment Certificateholder's Distribution Date pursuant to Section 55.2. (d) In the event that the Certificateholder shall not surrender its Certificate for cancellation within six months after the date specified in the above-mentioned written notice, the Co-Owner Trustee shall give a second written notice to such Certificateholder to surrender its Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Certificate shall not have been surrendered for cancellation, the Co-Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact such Certificateholder concerning surrender of its Certificate, and the cost thereof shall be paid out of the funds and other assets that remain subject to this Agreement. Any funds that are payable to the Certificateholder remaining in the Trust after exhaustion of such remedies shall, to the fullest extent permitted by law, be distributed by the Co-Owner Trustee to the Certificateholder (but only upon termination of this Agreement), and such Certificateholder, by acceptance of its Certificate, hereby waives any rights with respect to such funds. 33 of 41