Common use of Termination of Trust Agreement Clause in Contracts

Termination of Trust Agreement. (a) The Trust shall dissolve upon the final distribution by the Trustee of all monies or other property or proceeds of the Trust Estate in accordance with the Indenture, the Sale and Servicing Agreement and Article V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not: (x) operate to dissolve or terminate this Agreement or the Trust, (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 Trust Estate or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a), neither the Depositor nor any Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed within five Business Days of receipt of notice of such anticipated dissolution from the Servicer given pursuant to Section 9.1(c) of the Sale and Servicing Agreement, and such notice from the Trustee shall state: (i) the Payment Date upon which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein specified. The Trustee shall give such notice to the Certificate Registrar (if other than the Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Payment Date pursuant to Section 5.2. In the event that all of the Certificateholders shall not surrender their Trust 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 Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Trustee to the Depositor. (d) Upon the dissolution of the Trust and the payment of all liabilities of the Trust in accordance with applicable law, the 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 (or successor section) of the Trust Statute, at which time the Trust and this Agreement (other than Article VIII) shall terminate.

Termination of Trust Agreement. (a) The This Trust Agreement (other than the provisions of Article VIII) shall terminate and be of no further force or effect and the Trust shall dissolve upon the final distribution by earlier of (i) the Trustee payment to the Servicer, the Noteholders and the Certificateholders of all monies or other property or proceeds amounts required to be paid to them pursuant to the terms of the Trust Estate in accordance with the Indenture, the Sale and Servicing Agreement and Article V. this Trust Agreement and (ii) the Distribution Date next succeeding the month which is one year after the maturity or other liquidation of the last Receivable and the disposition of any amounts received upon liquidation of any property remaining in the Trust. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not: (x) not operate to dissolve or terminate this Trust Agreement or the Trust, (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 or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a), neither the Depositor nor any No Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution termination of the Trust, specifying the Payment Distribution Date upon which the Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such anticipated dissolution termination from the Servicer given pursuant to Section 9.1(c) of the Sale and Servicing AgreementServicer, and such notice from the Trustee shall state: stating (i) the Payment Distribution Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designatedspecified, (ii) the amount of any such final payment 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 Trust Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Certificateholders the Certificateholders, subject to Section 3808 of the Statutory Trust Statute, amounts distributable on such Payment Distribution Date pursuant to Section 5.2. In the event that all of the Certificateholders shall not surrender their Trust 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 Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust 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 Trust Certificates, Certificates and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Trust Agreement. Any 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 DepositorCertificateholders in proportion to each Certificateholder’s Certificate Percentage Interest. (d) Upon the dissolution winding up of the Trust and the payment of all liabilities of the Trust Trust, in accordance with applicable lawSection 3808 of the Statutory Trust Statute, and its termination, the Owner Trustee shall shall, at the written direction and expense of the Depositor, 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 (or successor section) of the Statutory Trust Statute, at which time the Trust and this Agreement (other than Article VIII) shall terminate.

Termination of Trust Agreement. (a) The This Agreement (other than Article VIII) shall terminate and the Trust shall dissolve and be wound up upon the final distribution payment of all of the Trust’s debts and obligations, including (i) payment of all amounts due on the Notes and all other amounts payable by the Trustee of all monies or other property or proceeds of the Trust Estate in accordance with under the Indenture, (ii) the Sale and Servicing payment of all amounts payable by the Trust under the Collateral Administration Agreement and Article V. (iii) the payment or discharge of all other amounts owed by the Trust under the Basic Documents. The bankruptcy, liquidation, dissolution, death liquidation or incapacity dissolution of any the Certificateholder shall not: not (x) operate to dissolve or terminate this Agreement or the Trust, (y) entitle such the 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 Trust Estate Assets or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a9.01(a), neither the Depositor Sponsor nor any the Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice Within five (5) Business Days following payment (or provision for payment) of any anticipated dissolution all of the Trust’s debts and obligations, specifying the Payment Date upon which the Certificateholders Certificate Paying Agent shall surrender their Trust Certificates deliver a notice to the Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed within five Business Days of receipt of notice of such anticipated dissolution from the Servicer given pursuant to Section 9.1(c) of the Sale and Servicing Agreement, and such notice from the Trustee shall state: Certificateholder stating (i) the Payment Date date upon or with respect to which final payment of the Trust Certificates Certificate shall be made upon presentation and surrender of the Trust Certificates Certificate at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being shall be made only upon presentation and surrender of the Trust Certificates Certificate at the office of the Certificate Paying Agent therein specified. The Trustee Certificate Paying Agent shall give such notice to the Certificate Registrar (if other than the TrusteeCertificate Paying Agent) and the Paying Agent at the time such notice is given to Certificateholdersthe Certificateholder. Upon presentation and surrender of the Trust CertificatesCertificate, the Certificate Paying Agent shall cause to be distributed to Certificateholders the Certificateholder amounts distributable on such Payment Date pursuant to Section 5.2the date specified in the above-referenced notice. In the event that all of the Certificateholders Certificateholder shall not surrender their Trust Certificates have surrendered the Certificate 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 Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Trustee to the Depositor. (d) Upon the dissolution of the Trust and the payment of all liabilities of the Trust in accordance with applicable law, the 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 (or successor section) of the Trust Statute, at which time the Trust and this Agreement (other than Article VIII) shall terminate.six

Termination of Trust Agreement. (a) The Trust shall dissolve upon be dissolved immediately prior to the final distribution by the Owner Trustee or Paying Agent of all monies or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Sale and Servicing Agreement and Article V. V, and the Administrator shall wind up the affairs of the Trust in the manner contemplated by Section 3808 of the Statutory Trust Act. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not: not (x) operate to dissolve or terminate this Agreement or the Trust, Trust or (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 or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a9.01(a), neither the Depositor nor any Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Trustee Paying Agent by letter to Certificateholders mailed transmitted within five Business Days of receipt of actual notice of such anticipated dissolution termination from the Servicer given pursuant to Section 9.1(c9.01(b) of the Sale and Servicing Agreement, and such notice from the Trustee shall state: stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, and, as a result, payments being will be made only upon presentation and surrender of the Trust Certificates by Certificateholders at the office of the Paying Agent therein specified. The Trustee Paying Agent shall give such notice to the Certificate Registrar (if other than the Indenture Trustee) and the Paying Agent Owner Trustee at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Payment Date pursuant to Section 5.25.02. In the event that all of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above above-mentioned written notice, the Trustee Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Owner Trustee or Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Owner Trust Estate after exhaustion of such remedies shall be distributed by the Trustee Paying Agent to the DepositorDepositor subject to applicable escheat laws. (d) Upon the dissolution winding up of the Trust and receipt of written instruction from and at the payment of all liabilities expense of the Trust in accordance with applicable lawAdministrator, the Owner Trustee shall cause the Certificate of Trust to be canceled cancelled by filing a certificate of cancellation (as provided to it) with the Secretary of State of the State of Delaware in accordance with the provisions of Section 3810 (or successor section) of the Statutory Trust Statute, at which time Act and thereupon the Trust and this Trust Agreement (other than Article VIII) shall terminateterminate and be of no further force or effect.

Termination of Trust Agreement. (a) The Trust shall dissolve This Agreement (other than the provisions of Article VII) will terminate and be of no further force or effect and the Issuer will terminate, wind up and dissolve, upon the final distribution by earlier to occur of (i) the last remaining Receivable is paid in full, settled, sold or charged off and any amounts received are applied or (ii) the payment to the Noteholders and any other holders of securities issued under any supplemental indentures or amendments to this Agreement, the Indenture Trustee and the Owner Trustee of all monies or other property or proceeds of the Trust Estate in accordance with amounts required to be paid to them pursuant to the Indenture, the Sale and Servicing Agreement and Article V. The bankruptcyIV. Any Insolvency Event, liquidation, dissolution, death liquidation or incapacity of any Certificateholder shall not: dissolution with respect to the Depositor will not (xA) operate to dissolve or terminate this Agreement or the TrustIssuer, (yB) entitle such Certificateholderthe Depositor’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 Issuer or the Trust or Trust Estate Property or (zC) otherwise affect the rights, obligations and liabilities of the parties heretoto this Agreement. Upon dissolution of the Issuer, the Owner Trustee will wind up the activities and affairs of the Issuer as required by Section 3808 of the Delaware Statutory Trust Act. (b) Except as provided in Section 9.1(a), neither the The Depositor nor any Certificateholder shall be entitled to dissolve, may not revoke or terminate the Trust; provided howeverIssuer, for unless it is the sake holder of clarity, no action is necessary by 100% of the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Residual Interest and in accordance with Section 9.1(a) to occur8.1(a). (c) Notice of any anticipated dissolution Upon termination of the TrustIssuer, specifying the Payment Date upon which the Certificateholders shall surrender their any remaining Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed within five Business Days of receipt of notice of such anticipated dissolution from the Servicer given pursuant to Section 9.1(c) of the Sale and Servicing Agreement, and such notice from the Trustee shall state: (i) the Payment Date upon which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein specified. The Trustee shall give such notice to the Certificate Registrar (if other than the Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to Property will be distributed to Certificateholders amounts distributable on such Payment Date pursuant to Section 5.2. In the event that all holder of the Certificateholders shall not surrender their Trust 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 Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust CertificatesResidual Interest, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor. (d) Upon the dissolution of the Trust and the payment of all liabilities of the Trust in accordance with applicable law, the Trustee shall will cause the Certificate of Trust to be canceled cancelled by preparing, executing and filing a certificate of cancellation with the Secretary of State of the State of Delaware in accordance with the provisions of Section 3810 (or successor section3810(c) of the Delaware Statutory Trust StatuteAct or as otherwise required by the Delaware Statutory Trust Act. Upon the filing of such certificate of cancellation, at which time the Trust and Owner Trustee’s services under this Agreement (other than Article VIII) shall will simultaneously terminate. The Owner Trustee will deliver a file-stamped copy of such certificate of cancellation to the Administrator promptly upon such document becoming available following such filing.

Termination of Trust Agreement. (a) The This Agreement (other than the provisions of Article VIII) shall terminate and be of no further force or effect and the Trust shall dissolve upon the final distribution by earlier of (i) the Trustee payment to the Servicer, the Noteholders and the Certificateholders of all monies or other property or proceeds amounts required to be paid to them pursuant to the terms of the Trust Estate in accordance with the Indenture, the Sale and Servicing Agreement and Article V. V and (ii) the Distribution Date next succeeding the month which is one year after the maturity or other liquidation of the last Receivable and the disposition of any amounts received upon liquidation of any property remaining in the Trust. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not: (x) not operate to dissolve or terminate this Agreement or the Trust, (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 or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a), neither the Depositor nor any No Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution termination of the Trust, specifying the Payment Distribution Date upon which the Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such anticipated dissolution termination from the Servicer given pursuant to Section 9.1(c) of the Sale and Servicing AgreementServicer, and such notice from the Trustee shall state: stating (i) the Payment Distribution Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designatedspecified, (ii) the amount of any such final payment 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 Trust Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Certificateholders the Certificateholders, subject to Section 3808 of the Statutory Trust Statute, amounts distributable on such Payment Distribution Date pursuant to Section 5.2. In the event that all of the Certificateholders shall not surrender their Trust 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 Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust 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 Trust Certificates, Certificates and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any 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 DepositorCertificateholders in proportion to each Certificateholder’s Certificate Percentage Interest. (d) Upon the dissolution winding up of the Trust and the payment of all liabilities of the Trust Trust, in accordance with applicable lawSection 3808 of the Statutory Trust Statute, 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 (or successor section) of the Statutory Trust Statute, at which time the Trust and this Agreement (other than Article VIII) shall terminate.

Termination of Trust Agreement. (a) The This Trust Agreement (other than Article VII) and the Trust shall dissolve terminate and be of no further force or effect upon the earliest of (i) the final distribution by the Trustee of all monies moneys or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture and this Trust Agreement, (ii) the distribution of all of the assets of the Owner Trust Estate, in accordance with written instructions provided to the Owner Trustee by the Majority Certificateholder, following the optional redemption of the Bonds by the Issuer pursuant to Section 8.07 of the Indenture, ; provided in each case that all amounts owing to the Sale Bondholders to the extent payable from the Owner Trust Estate or proceeds thereof have been paid in full and Servicing Agreement and Article V. that all obligations under the Indenture have been discharged. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not: not (x) operate to dissolve or terminate this Trust Agreement or the Trust, Trust or (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 the Owner Trust Estate or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a8.01(a), neither the Depositor nor any Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Trustee Certificate Paying Agent by letter to Certificateholders mailed within five Business Days of receipt of notice of such anticipated dissolution the final payment on the Bonds from the Servicer given pursuant to Section 9.1(c) of the Sale and Servicing AgreementIndenture Trustee, and such notice from the Trustee shall state: stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Certificate Payment Agent therein specified. The Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and the Certificate Registrar (if other than the Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Payment Date pursuant to Section 5.25.01. In the event that all of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Trustee Certificate Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and to receive the final distribution with respect thereto. If Subject to applicable laws with respect to escheat of funds, if within one year after following the second notice Payment Date on which final payment of the Certificates was to have been made pursuant to Section 3.03 of the Indenture, all the Trust Certificates shall not have been surrendered for cancellation, the Trustee Certificate Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Trust Agreement. Any funds remaining in the Trust Certificate Distribution Account after exhaustion of such remedies shall be distributed by the Trustee Certificate Paying Agent to the Depositor. (d) Upon the dissolution winding up of the Trust and the payment of all liabilities of the Trust in accordance with applicable lawits termination, the Owner Trustee shall cause the Certificate of Trust to be canceled cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 (or successor section3810(c) of the Statutory Trust Statute, at which time the Trust and this Agreement (other than Article VIII) shall terminate.

Termination of Trust Agreement. (a) The This Agreement (other than Article VIII) and the Trust shall dissolve terminate and be of no further force or effect upon the completion of winding up the Trust after its dissolution, which dissolution shall occur immediately prior to the final distribution by the Owner Trustee or Paying Agent of all monies or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, the Sale and Servicing Agreement Exchange Note Transfer Agreement, and Article V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not: not (x) operate to dissolve or terminate this Agreement or the Trust, Trust or (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 Trust Estate or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a9.01(a), neither the Depositor nor any Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Trustee Paying Agent by letter to Certificateholders mailed within five Business Days of receipt of actual notice of such anticipated dissolution termination from the Servicer given pursuant to Section 9.1(c15.1(b) of the Sale and Exchange Note Servicing AgreementSupplement, and such notice from the Trustee shall state: stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, and, as a result, payments being will be made only upon presentation and surrender of the Trust Certificates by Certificateholders at the office of the Paying Agent therein specified. The Trustee Paying Agent shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent Owner Trustee at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Payment Date pursuant to Section 5.25.02. In the event that all of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above above-mentioned written notice, the Trustee Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Owner Trustee or Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust Estate after exhaustion of such remedies shall be distributed by the Owner Trustee to the DepositorDepositor subject to applicable escheat laws. (d) Upon the dissolution of the Trust and the payment of all liabilities of the Trust in accordance with applicable law, the 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 (or successor section) of the Trust Statute, at which time the Trust and this Agreement (other than Article VIII) shall terminate.

Termination of Trust Agreement. (a) The This Agreement (other than the provisions of Article VIII) shall terminate and be of no further force or effect and the Trust shall dissolve upon the final distribution by earlier of (i) the Trustee payment to the Servicer, the Noteholders and the Certificateholders of all monies or other property or proceeds amounts required to be paid to them pursuant to the terms of the Trust Estate in accordance with the Indenture, the Sale and Servicing Agreement and Article V. V and (ii) the Distribution Date next succeeding the month which is one year after the maturity or other liquidation of the last Receivable and the disposition of any amounts received upon liquidation of any property remaining in the Trust. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not: (x) not operate to dissolve or terminate this Agreement or the Trust, (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 or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a), neither the Depositor nor any No Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution termination of the Trust, specifying the Payment Distribution Date upon which the Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such anticipated dissolution termination from the Servicer given pursuant to Section 9.1(c) of the Sale and Servicing AgreementServicer, and such notice from the Trustee shall state: stating (i) the Payment Distribution Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designatedspecified, (ii) the amount of any such final payment 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 Trust Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Certificateholders the Certificateholders, subject to Section 3808 of the Statutory Trust Statute, amounts distributable on such Payment Distribution Date pursuant to Section 5.2. In the event that all of the Certificateholders shall not surrender their Trust 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 Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust 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 Trust Certificates, Certificates and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any 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 DepositorCertificateholders in proportion to each Certificateholder’s Certificate Percentage Interest. (d) Upon the dissolution winding up of the Trust and the payment of all liabilities of the Trust Trust, in accordance with applicable lawSection 3808 of the Statutory Trust Statute, and its termination, the Owner Trustee shall shall, at the written direction of the Depositor, 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 (or successor section) of the Statutory Trust Statute, at which time the Trust and this Agreement (other than Article VIII) shall terminate.

Termination of Trust Agreement. (a) The This Trust Agreement (other than the provisions of Article VIII) shall terminate and be of no further force or effect and the Trust shall dissolve upon the final distribution by earlier of (i) the Trustee payment to the Servicer, the Noteholders and the Certificateholders of all monies or other property or proceeds amounts required to be paid to them pursuant to the terms of the Trust Estate in accordance with the Indenture, the Sale and Servicing Agreement and Article V. V hereof and (ii) the Distribution Date next succeeding the month which is one year after the maturity or other liquidation of the last Receivable and the disposition of any amounts received upon liquidation of any property remaining in the Trust. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not: (x) not operate to dissolve or terminate this Trust Agreement or the Trust, (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 or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a), neither the Depositor nor any No Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution termination of the Trust, specifying the Payment Distribution Date upon which the Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such anticipated dissolution termination from the Servicer given pursuant to Section 9.1(c) of the Sale and Servicing AgreementServicer, and such notice from the Trustee shall state: stating (i) the Payment Distribution Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designatedspecified, (ii) the amount of any such final payment 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 Trust Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Certificateholders the Certificateholders, subject to Section 3808 of the Statutory Trust Statute, amounts distributable on such Payment Distribution Date pursuant to Section 5.2. In the event that all of the Certificateholders shall not surrender their Trust 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 Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust 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 Trust Certificates, Certificates and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Trust Agreement. Any 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 DepositorCertificateholders in proportion to each Certificateholder’s Certificate Percentage Interest. (d) Upon the dissolution winding up of the Trust and the payment of all liabilities of the Trust Trust, in accordance with applicable lawSection 3808 of the Statutory Trust Statute, and its termination, the Owner Trustee shall shall, at the written direction and expense of the Depositor, 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 (or successor section) of the Statutory Trust Statute, at which time the Trust and this Agreement (other than Article VIII) shall terminate.

Termination of Trust Agreement. (a) The Trust shall dissolve upon and wind-up in accordance with Section 3808 of the Statutory Trust Act immediately prior to the final distribution by the Trustee Grantor Trust Paying Agent of all monies or other property or proceeds of the Grantor Trust Estate Collateral in accordance with the terms of the Indenture, the Sale and Servicing Agreement (including the exercise by the Servicer of its option to purchase the Receivables pursuant to Section 6.1 of the Servicing Agreement) and Article V. The bankruptcy, liquidation, dissolution, death or incapacity of any the Grantor Trust Certificateholder shall not: not (x) operate to dissolve or terminate this Agreement or the Trust, (y) entitle such the Grantor Trust 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 the Grantor Trust Estate Collateral or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a), neither Neither the Depositor Grantor nor any the Grantor Trust Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder Trust or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occurthis Agreement. (c) Notice of any anticipated dissolution of the Trust, specifying the Payment Distribution Date upon which the Certificateholders Grantor Trust Certificateholder shall surrender their its Grantor Trust Certificates Certificate to the Paying Agent Grantor Trust Certificate Registrar for payment of the final distribution and cancellation, shall be given promptly by the Trustee Grantor Trust Certificate Registrar by letter to Certificateholders Grantor Trust Certificateholder mailed within five (5) Business Days of receipt of notice of such anticipated dissolution Optional Purchase from the Servicer given pursuant to Section 9.1(c) 6.1 of the Sale and Servicing Agreement, and such notice from the Trustee shall statein either case, stating: (i) the Payment Distribution Date upon or with respect to which final payment of the Grantor Trust Certificates Certificate shall be made upon presentation and surrender of the Grantor Trust Certificates Certificate at the office of the Paying Agent Grantor Trust Certificate Registrar therein designated, ; (ii) the amount of any such final payment payment; 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 Grantor Trust Certificates Certificate at the office of the Paying Agent Grantor Trust Certificate Registrar therein specified. The Trustee Grantor Trust Certificate Registrar shall give such notice to the Certificate Registrar (if other than the Trustee) Grantor Trust Trustee and the Grantor Trust Paying Agent at the time such notice is given to CertificateholdersGrantor Trust Certificateholder. Upon presentation and surrender of the Grantor Trust CertificatesCertificate, the Grantor Trust Paying Agent shall cause to be distributed to Certificateholders Grantor Trust Certificateholder amounts distributable on such Payment Date pursuant to Section 5.2. In Distribution Date. (d) If the event that all of the Certificateholders shall Grantor Trust Certificateholder will not surrender their its Grantor Trust Certificates Certificate for cancellation within six (6) months after the date specified in the above mentioned written noticenotice referred to in Section 7.1(c), the Trustee Grantor Trust Certificate Registrar shall give a second written notice to the remaining Certificateholders Grantor Trust Certificateholder to surrender their its Grantor Trust Certificates Certificate for cancellation and to receive the final distribution with respect thereto. If within one (1) year after the second notice all the Grantor Trust Certificates Certificate shall not have been surrendered for cancellation, the Trustee Grantor Trust Certificate Registrar may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders Grantor Trust Certificateholder concerning surrender of their Grantor Trust CertificatesCertificate, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any Subject to applicable laws with respect to escheat of funds, any funds remaining in the Trust after exhaustion of such remedies in the preceding sentence shall be deemed property of the last Grantor Trust Certificateholder of record and distributed by the Trustee Grantor Trust Paying Agent to the Depositorlast Grantor Trust Certificateholder of record, and none of the Grantor Trust Trustee, the Grantor Trust Certificate Registrar or the Grantor Trust Paying Agent shall have no further liability to the Grantor Trust Certificateholder with respect thereto. (de) Upon the dissolution of the Trust winding up and the payment of all liabilities termination of the Trust in accordance with applicable lawSection 3808 of the Statutory Trust Act and this Section 7.1 at the written direction and expense of the Grantor Trust Certificateholder, the Grantor Trust 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 (or successor section) of the Statutory Trust StatuteAct. Thereupon, at which time the Trust and this Agreement (other than Article VIIISections 6.9, 9.8 and 9.9) and the Trust shall terminate.

Termination of Trust Agreement. (a) The Trust shall dissolve upon the final distribution by the Owner Trustee of all monies moneys or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Sale and Servicing Agreement and Article V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder Owner shall not: not (x) operate to dissolve or terminate this Agreement or the Trust, Trust or (y) entitle such Certificateholder’s Owner'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 or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a9.01(a), neither none of the Depositor nor Depositor, the Company or any Certificateholder Owner shall be entitled to dissolverevoke, revoke dissolve or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Owner Trustee by letter to Certificateholders mailed within five Business Days of receipt of a termination notice of such anticipated dissolution termination from the Servicer given pursuant to Section 9.1(c) 8.03 of the Sale and Servicing Agreement, and such notice from the Trustee shall state: stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Payment Date pursuant to Section 5.25.02. In the event that all of the Certificateholders shall not surrender their Trust 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 Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust 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 Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any Subject to applicable escheat laws, any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Trustee Paying Agent to the DepositorCompany. (d) Upon the dissolution of the Trust and the payment of all liabilities winding up of the Trust in accordance with applicable lawSection 3808 of the Statutory Trust Statute, the Trustee Owner Trustee, at the expense of the Depositor shall cause the Certificate of Trust to be canceled cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 (or successor section) of the Statutory Trust Statute, at which time Statute and the Trust and this Agreement (other than Article VIII) shall terminateterminate and be of no further force or effect.

Termination of Trust Agreement. (a) The Trust shall dissolve upon immediately prior to the final distribution by the Trustee Paying Agent of all monies moneys or other property or proceeds of the Trust Estate in accordance with applicable law, the terms of the Indenture, the Sale and Servicing Agreement and Article V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not: not (xi) operate to dissolve or terminate this Agreement or the Trust, (yii) 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 Trust Estate or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a), neither Neither the Depositor nor any Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Owner Trustee by letter to the Certificateholders mailed within five (5) Business Days of receipt of notice of such anticipated dissolution from the Servicer given pursuant to Section 9.1(c) 9.01 of the Sale and Servicing Agreement, and such notice from the Trustee shall state: stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall shall, subject to any payments required by applicable law, cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.25.02. In the event that all of the Certificateholders shall not surrender their Trust 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 Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust 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 Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor, subject to applicable escheat laws. (d) Upon the dissolution winding up of the Trust and the payment written instructions of all liabilities the Administrator, the Owner Trustee shall wind up the business and affairs of the Trust in accordance with applicable lawas required under Section 3808 of the Statutory Trust Statute and the Owner Trustee, at the Trustee written direction and expense of the Certificateholders, shall cause the Certificate of Trust to be canceled cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 (or successor section) of the Statutory Trust Statute, Statute and at which time the expense of the Depositor. Thereupon the Trust and this Agreement (other than Article VIII) shall terminate.

Termination of Trust Agreement. (a) The Trust shall dissolve upon immediately prior to the final distribution by the Owner Trustee of all monies moneys or other property or proceeds of the Trust Estate in accordance with applicable law, the terms of the Indenture, the Sale and Servicing Agreement and Article V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not: not (xi) operate to dissolve or terminate this Agreement or the Trust, (yii) 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 Trust Estate or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a), neither Neither the Depositor nor any Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such anticipated dissolution from the Servicer given pursuant to Section 9.1(c) 9.01 of the Sale and Servicing Agreement, and such notice from the Trustee shall state: stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall shall, subject to any payments required by applicable law, cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.25.02. In the event that all of the Certificateholders shall not surrender their Trust 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 Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust 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 Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor, subject to applicable escheat laws. (d) Upon the dissolution winding up of the Trust and the payment written instructions of all liabilities the Administrator, the Owner Trustee shall wind up the business and affairs of the Trust in accordance with applicable law, as required under Section 3808 of the Statutory Trust Statute and the Owner Trustee shall cause the Certificate of Trust to be canceled cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 (or successor section) of the Statutory Trust Statute, Statute and at which time the expense of the Depositor. Thereupon the Trust and this Agreement (other than Article VIII) shall terminate.

Termination of Trust Agreement. (a) The Trust shall dissolve This Agreement (other than the provisions of Article VII) will terminate and be of no further force or effect and the Issuer will terminate, wind up and dissolve, upon the final distribution by earlier to occur of (i) the last remaining Receivable is paid in full, settled, sold or charged off and any amounts received are applied or (ii) the payment to the Noteholders and any other holders of securities issued under any supplemental indentures or amendments to this Agreement, the Indenture Trustee and the Owner Trustee of all monies or other property or proceeds of the Trust Estate in accordance with amounts required to be paid to them pursuant to the Indenture, the Sale and Servicing Agreement and Article V. The bankruptcyIV. Any Insolvency Event, liquidation, dissolution, death liquidation or incapacity of any Certificateholder shall not: dissolution with respect to the Depositor will not (xA) operate to dissolve or terminate this Agreement or the TrustIssuer, (yB) entitle such Certificateholder’s the Depositor'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 Issuer or the Trust or Trust Estate Property or (zC) otherwise affect the rights, obligations and liabilities of the parties heretoto this Agreement. Upon dissolution of the Issuer, the Owner Trustee will wind up the activities and affairs of the Issuer as required by Section 3808 of the Delaware Statutory Trust Act. (b) Except as provided in Section 9.1(a), neither the The Depositor nor any Certificateholder shall be entitled to dissolve, may not revoke or terminate the Trust; provided howeverIssuer, for unless it is the sake holder of clarity, no action is necessary by 100% of the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Residual Interest and in accordance with Section 9.1(a) to occur8.1(a). (c) Notice of any anticipated dissolution Upon termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Issuer any remaining Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed within five Business Days of receipt of notice of such anticipated dissolution from the Servicer given pursuant to Section 9.1(c) of the Sale and Servicing Agreement, and such notice from the Trustee shall state: (i) the Payment Date upon which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein specified. The Trustee shall give such notice to the Certificate Registrar (if other than the Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to Property will be distributed to Certificateholders amounts distributable on such Payment Date pursuant to Section 5.2. In the event that all holder of the Certificateholders shall not surrender their Trust 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 Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust CertificatesResidual Interest, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor. (d) Upon the dissolution of the Trust and the payment of all liabilities of the Trust in accordance with applicable law, the Trustee shall will cause the Certificate of Trust to be canceled cancelled by preparing, executing and filing a certificate of cancellation with the Secretary of State of the State of Delaware in accordance with the provisions of Section 3810 (or successor section3810(c) of the Delaware Statutory Trust StatuteAct or as otherwise required by the Delaware Statutory Trust Act. Upon the filing of such certificate of cancellation, at which time the Trust and Owner Trustee's services under this Agreement (other than Article VIII) shall will simultaneously terminate. The Owner Trustee will deliver a file-stamped copy of such certificate of cancellation to the Administrator promptly upon such document becoming available following such filing.

Termination of Trust Agreement. (a) The This Agreement (other than Article VIII) and the Trust shall dissolve terminate and be of no further force or effect upon the earlier of (i) the final distribution by the Eligible Lender Trustee of all monies moneys or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, the Sale and Servicing Administration Agreement and Article V. V, and (ii) the time provided in Section 9.2. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder Certificateholder, other than the Depositor as described in Section 9.2, shall not: not (x) operate to dissolve or terminate this Agreement or 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 Trust Estate or nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a), neither the Depositor nor any Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution termination of the Trust, specifying the Payment Distribution Date upon which the Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Eligible Lender Trustee by letter to Certificateholders mailed within five Business Days of receipt of notice of such anticipated dissolution termination from the Servicer Administrator given pursuant to Section 9.1(c) 6.1C of the Sale and Servicing Administration Agreement, and such notice from the Trustee shall state: stating (i) the Payment Distribution Date upon which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment 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 Trust Certificates at the office of the Certificate Paying Agent therein specified. The Eligible Lender Trustee shall give such notice to the Certificate Registrar (if other than the Eligible Lender Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.25.1. In the event that all of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Eligible Lender Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Eligible Lender Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Trustee to the Depositor. (d) . Upon final distribution of any funds remaining in the dissolution of the Trust and the payment of all liabilities of the Trust in accordance with applicable lawTrust, the Eligible Lender Trustee shall cause the Certificate of Trust to be canceled by filing file a certificate of cancellation with of the Secretary Trust's certificate of State in accordance with the provisions of trust pursuant to Section 3810 (or successor section3810(c) of the Delaware Business Trust Statute, at which time the Trust and this Agreement (other than Article VIII) shall terminateAct.

Termination of Trust Agreement. (a) The This Agreement (other than the provisions of Article VIII) shall terminate and be of no further force or effect and the Trust shall dissolve wind up and dissolve, upon the final distribution by earlier of (i) the Trustee maturity or other liquidation of the last remaining Receivable and the disposition of any amounts received upon such maturity or liquidation and (ii) the payment to the Noteholders and the Certificateholders of all monies or other property or proceeds amounts required to be paid to them pursuant to the terms of the Trust Estate in accordance with the Indenture, the Sale and Servicing Agreement and Article V. The bankruptcyAny Insolvency Event, liquidation, dissolution, death or incapacity of with respect to any Certificateholder Certificateholder, shall not: neither (x) operate to dissolve or terminate this Agreement or 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 or 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 Business Trust Statute. (b) Except as provided in Section 9.1(a), neither Neither the Depositor nor any Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution termination of the Trust, specifying the Payment Distribution Date upon which the Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such anticipated dissolution termination from the Servicer given pursuant to Section 9.1(c) of the Sale and Servicing AgreementServicer, and such notice from the Trustee shall state: stating (i) the Payment Distribution Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust 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 Distribution Date is not applicable, payments being made only upon presentation and surrender of the Trust 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 Trust Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.2. In the event that all of the Certificateholders shall not surrender their Trust 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 Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Trustee to the Depositor5. (d) Upon the dissolution of the Trust and the payment of all liabilities of the Trust in accordance with applicable law, the 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 (or successor section) of the Trust Statute, at which time the Trust and this Agreement (other than Article VIII) shall terminate.

Termination of Trust Agreement. (a) The Trust Issuer shall wind up, dissolve and terminate and this Agreement (other than provisions hereof which by their terms survive termination) shall terminate upon the final distribution by the Trustee Certificate Paying Agent of all monies moneys or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, the Sale and Servicing Agreement and Article V. V of this Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not: not (x) operate to dissolve or terminate this Agreement or the TrustIssuer, nor (y) entitle any such Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding Proceeding in any court for a partition or winding up of all or any part of the Trust Issuer or Trust Estate or nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a), neither the Depositor nor any Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution and termination of the TrustIssuer, specifying the Payment Date upon which the Certificateholders shall surrender their Trust Certificates to the Paying Agent Owner Trustee for payment of the final distribution and cancellation, shall be given promptly by the Owner Trustee to Certificateholders, and if the Owner Trustee is notified of a redemption of the Notes by letter the Administrator or the Issuer pursuant to Certificateholders Section 10.1(c) of the Indenture, such notice shall be mailed within five (5) Business Days of the Owner Trustee’s receipt of notice of such anticipated dissolution from the Servicer given pursuant to Section 9.1(c) of the Sale and Servicing Agreement, and such notice from the Trustee Issuer or Administrator. Each such notice to a Certificateholder shall state: state (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent Owner Trustee therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, applicable and that payments are being made only upon presentation and surrender of the Trust Certificates at the office of the 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 Trust Certificateseach Certificate, the Certificate Paying Agent shall cause to be distributed to Certificateholders such Certificateholders, subject to Section 3808 of the Statutory Trust Statute, amounts distributable on such Payment Date pursuant to Section 5.2. Article V. (c) In the event that all any of the Certificateholders shall not surrender their Trust 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 Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all any of the Trust 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 Trust Certificates, Certificates and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any Subject to applicable escheat laws, any funds remaining in the Trust Estate after exhaustion of such remedies shall be distributed by the Trustee Certificate Paying Agent to the Depositor. (d) Upon the dissolution last Certificateholder of the Trust and the payment of all liabilities of the Trust record identified in accordance with applicable law, the 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 (or successor section) of the Trust Statute, at which time the Trust and this Agreement (other than Article VIII) shall terminateRegister for each such remaining Certificate.

Termination of Trust Agreement. (a) The This Trust Agreement (other than Article VII) and the Trust shall dissolve terminate and be of no further force or effect upon the earlier of (i) the final distribution by the Trustee of all monies moneys or other property or proceeds of the Owner Trust Estate in accordance with the Indenture, terms of the Sale Indenture and Servicing this Trust Agreement and Article V. (ii) the distribution of all of the assets of the Owner Trust Estate, in accordance with written instructions provided to the Owner Trustee by the Majority Certificateholder, following the optional redemption of the Notes by the Majority Certificateholder pursuant to Section 8.07 of the Indenture; provided in each case that all amounts owing to the Noteholders to the extent payable from the Owner Trust Estate or proceeds thereof have been paid in full and that all obligations under the Indenture have been discharged. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not: not (x) operate to dissolve or terminate this Trust Agreement or the Trust, Trust or (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 the Owner Trust Estate or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a8.01(a), neither the Depositor nor any Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Trustee Certificate Paying Agent by letter to Certificateholders mailed within five Business Days of receipt of notice of such anticipated dissolution the final payment on the Notes from the Servicer given pursuant to Section 9.1(c) of the Sale and Servicing AgreementSecurities Administrator, and such notice from the Trustee shall state: stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Certificate Payment Agent therein specified. The Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and the Certificate Registrar (if other than the Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Payment Date pursuant to Section 5.25.01. In the event that all of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Trustee Certificate Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and to receive the final distribution with respect thereto. If Subject to applicable laws with respect to escheat of funds, if within one year after following the second notice Payment Date on which final payment of the Certificates was to have been made pursuant to Section 3.03 of the Indenture, all the Trust Certificates shall not have been surrendered for cancellation, the Trustee Certificate Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Trust Agreement. Any funds remaining in the Trust Certificate Distribution Account after exhaustion of such remedies shall be distributed by the Trustee Certificate Paying Agent to the Depositor. (d) Upon the dissolution winding up of the Trust and the payment of all liabilities of the Trust in accordance with applicable lawits termination, the Owner Trustee shall cause the Certificate of Trust to be canceled cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 (or successor section3810(c) of the Statutory Trust Statute, at which time the Trust and this Agreement (other than Article VIII) shall terminate.

Termination of Trust Agreement. (a) The Trust shall dissolve upon the final distribution by the Trustee of all monies moneys or other property or proceeds of the Trust Estate in accordance with the Indenture, the Sale and Servicing Agreement and Article V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not: (x) operate to dissolve or terminate this Agreement or the Trust, (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 Trust Estate or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a), neither the Depositor nor any Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed within five Business Days of receipt of notice of such anticipated dissolution from the Servicer given pursuant to Section 9.1(c) of the Sale and Servicing Agreement, and such notice from the Trustee shall stateAgreement stating: (i) the Payment Date upon which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein specified. The Trustee shall give such notice to the Certificate Registrar (if other than the Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Payment Date pursuant to Section 5.2. In the event that all of the Certificateholders shall not surrender their Trust 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 Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Trustee to the Depositor. (d) Upon the dissolution of the Trust and the payment of all liabilities of the Trust in accordance with applicable law, the 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 (or successor section) of the Trust Statute, at which time the Trust and this Agreement (other than Article VIII) shall terminate.

Termination of Trust Agreement. (a) The This Agreement (other than Article VIII) and the Trust shall dissolve terminate and be of no further force or effect upon the completion of winding up the Trust after its dissolution, which dissolution shall occur immediately prior to the final distribution by the Owner Trustee or Paying Agent of all monies or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, the Sale and Servicing Agreement Exchange Note Transfer Agreement, and Article V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not: not (x) operate to dissolve or terminate this Agreement or the Trust, Trust or (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 Trust Estate or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a9.01(a), neither the Depositor nor any Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Trustee Paying Agent by letter to Certificateholders mailed within five Business Days of receipt of actual notice of such anticipated dissolution termination from the Servicer given pursuant to Section 9.1(c15.1(b) of the Sale and Exchange Note Servicing AgreementSupplement, and such notice from the Trustee shall state: stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, and, as a result, payments being will be made only upon presentation and surrender of the Trust Certificates by Certificateholders at the office of the Paying Agent therein specified. The Trustee Paying Agent shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent Owner Trustee at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Payment Date pursuant to Section 5.25.02. In the event that all of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above above-mentioned written notice, the Trustee Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Owner Trustee or Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust Estate after exhaustion of such remedies shall be distributed by the Owner Trustee to the DepositorDepositor subject to applicable escheat laws. (d) Upon the dissolution of the Trust and the payment of all liabilities of the Trust in accordance with applicable law, the 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 (or successor section) of the Trust Statute, at which time the Trust and this Agreement (other than Article VIII) shall terminate.

Termination of Trust Agreement. (a) The Trust shall dissolve upon and wind-up in accordance with Section 3808 of the Statutory Trust Act immediately prior to the final distribution by the Trustee Grantor Trust Paying Agent of all monies or other property or proceeds of the Grantor Trust Estate Collateral in accordance with the terms of the Indenture, the Sale and Servicing Agreement (including the exercise by the Servicer of its option to purchase the Receivables pursuant to Section 6.1 of the Servicing Agreement) and Article V. The bankruptcy, liquidation, dissolution, death or incapacity of any the Grantor Trust Certificateholder shall not: not (x) operate to dissolve or terminate this Agreement or the Trust, (y) entitle such the Grantor Trust 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 the Grantor Trust Estate Collateral or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a), neither Neither the Depositor Grantor nor any the Grantor Trust Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder Trust or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occurthis Agreement. (c) Notice of any anticipated dissolution of the Trust, specifying the Payment Distribution Date upon which the Certificateholders Grantor Trust Certificateholder shall surrender their its Grantor Trust Certificates Certificate to the Paying Agent Grantor Trust Certificate Registrar for payment of the final distribution and cancellation, shall be given promptly by the Trustee Grantor Trust Certificate Registrar by letter to Certificateholders Grantor Trust Certificateholder mailed within five (5) Business Days of receipt of notice of such anticipated dissolution Optional Purchase from the Servicer given pursuant to Section 9.1(c) 6.1 of the Sale and Servicing Agreement, and such notice from the Trustee shall statein either case, stating: (i) the Payment Distribution Date upon or with respect to which final payment of the Grantor Trust Certificates Certificate shall be made upon presentation and surrender of the Grantor Trust Certificates Certificate at the office of the Paying Agent Grantor Trust Certificate Registrar therein designated, ; (ii) the amount of any such final payment payment; 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 Grantor Trust Certificates Certificate at the office of the Paying Agent Certificate Registrar therein specified. The Trustee Grantor Trust Certificate Registrar shall give such notice to the Certificate Registrar (if other than the Trustee) Grantor Trust Trustee and the Grantor Trust Paying Agent at the time such notice is given to CertificateholdersGrantor Trust Certificateholder. Upon presentation and surrender of the Grantor Trust CertificatesCertificate, the Grantor Trust Paying Agent shall cause to be distributed to Certificateholders Grantor Trust Certificateholder amounts distributable on such Payment Date pursuant to Section 5.2. In Distribution Date. (d) If the event that all of the Certificateholders shall Grantor Trust Certificateholder will not surrender their its Grantor Trust Certificates Certificate for cancellation within six (6) months after the date specified in the above mentioned written noticenotice referred to in Section 7.1(c), the Trustee Grantor Trust Certificate Registrar shall give a second written notice to the remaining Certificateholders Grantor Trust Certificateholder to surrender their its Grantor Trust Certificates Certificate for cancellation and to receive the final distribution with respect thereto. If within one (1) year after the second notice all the Grantor Trust Certificates Certificate shall not have been surrendered for cancellation, the Trustee Grantor Trust Certificate Registrar may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders Grantor Trust Certificateholder concerning surrender of their Grantor Trust CertificatesCertificate, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any Subject to applicable laws with respect to escheat of funds, any funds remaining in the Trust after exhaustion of such remedies in the preceding sentence shall be deemed property of the last Grantor Trust Certificateholder of record and distributed by the Trustee Grantor Trust Paying Agent to the Depositorlast Grantor Trust Certificateholder of record, and none of the Grantor Trust Trustee, the Grantor Trust Certificate Registrar or the Grantor Trust Paying Agent shall have no further liability to the Grantor Trust Certificateholder with respect thereto. (de) Upon the dissolution of the Trust winding up and the payment of all liabilities termination of the Trust in accordance with applicable lawSection 3808 of the Statutory Trust Act and this Section 7.1 at the written direction and expense of the Grantor Trust Certificateholder, the Grantor Trust 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 (or successor section) of the Statutory Trust StatuteAct. Thereupon, at which time the Trust and this Agreement (other than Article VIIISections 6.9, 9.8 and 9.9) and the Trust shall terminate.

Termination of Trust Agreement. (a) The Trust shall dissolve upon the final distribution by the Trustee of all monies moneys or other property or proceeds of the Trust Estate in accordance with the Indenture, the Sale and Servicing Agreement and Article V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not: (x) operate to dissolve or terminate this Agreement or the Trust, (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 Trust Estate or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a), neither the Depositor nor any Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed within five Business Days of receipt of notice of such anticipated dissolution from the Servicer given pursuant to Section 9.1(c) of the Sale and Servicing Agreement, and such notice from the Trustee shall stateAgreement stating: (i) the Payment Date upon which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein specified. The Trustee shall give such notice to the Certificate Registrar (if other than the Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Payment Date pursuant to Section 5.2. In the event that all of the Certificateholders shall not surrender their Trust 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 Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Trustee to the Depositor. (d) Upon the dissolution of the Trust and the payment of all liabilities of the Trust in accordance with applicable law, the 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 (or successor section) of the Trust Statute, at which time the Trust and this Agreement (other than Article VIII) shall terminate.

Termination of Trust Agreement. (a) The Trust shall dissolve upon be dissolved and wound-up by the Administrator in accordance with Section 3808 of the Statutory Trust Act immediately prior to the final distribution by the Trustee Grantor Trust Paying Agent of all monies or other property or proceeds of the Grantor Trust Estate Collateral in accordance with the terms of the Indenture, the Sale and Servicing Agreement (including the exercise by the Servicer of its option to purchase the Receivables pursuant to Section 6.1 of the Servicing Agreement) and Article V. The bankruptcy, liquidation, dissolution, death or incapacity of any the Grantor Trust Certificateholder shall not: not (xi) operate to dissolve or terminate this Agreement or the Trust, (yii) entitle such the Grantor Trust 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 the Grantor Trust Estate Collateral or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a), neither Neither the Depositor Grantor nor any the Grantor Trust Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder Trust or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occurthis Agreement. (c) Notice of any anticipated dissolution of the Trust, specifying the Payment Distribution Date upon which the Certificateholders Grantor Trust Certificateholder shall surrender their its Grantor Trust Certificates Certificate to the Paying Agent Grantor Trust Certificate Registrar for payment of the final distribution and cancellation, shall be given promptly by the Trustee Grantor Trust Certificate Registrar by letter to Certificateholders Grantor Trust Certificateholder mailed within five (5) Business Days of receipt of notice of such anticipated dissolution Optional Purchase from the Servicer given pursuant to Section 9.1(c) 6.1 of the Sale and Servicing Agreement, and such notice from the Trustee shall statein either case, stating: (i) the Payment Distribution Date upon or with respect to which final payment of the Grantor Trust Certificates Certificate shall be made upon presentation and surrender of the Grantor Trust Certificates Certificate at the office of the Paying Agent Grantor Trust Certificate Registrar therein designated, ; (ii) the amount of any such final payment payment; 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 Grantor Trust Certificates Certificate at the office of the Paying Agent Grantor Trust Certificate Registrar therein specified. The Trustee Grantor Trust Certificate Registrar shall give such notice to the Certificate Registrar (if other than the Trustee) Grantor Trust Trustee and the Grantor Trust Paying Agent at the time such notice is given to CertificateholdersGrantor Trust Certificateholder. Upon presentation and surrender of the Grantor Trust CertificatesCertificate, the Grantor Trust Paying Agent shall cause to be distributed to Certificateholders Grantor Trust Certificateholder amounts distributable on such Payment Date pursuant to Section 5.2. In Distribution Date. (d) If the event that all of the Certificateholders shall Grantor Trust Certificateholder will not surrender their its Grantor Trust Certificates Certificate for cancellation within six (6) months after the date specified in the above mentioned written noticenotice referred to in Section 7.1(c), the Trustee Grantor Trust Certificate Registrar shall give a second written notice to the remaining Certificateholders Grantor Trust Certificateholder to surrender their its Grantor Trust Certificates Certificate for cancellation and to receive the final distribution with respect thereto. If within one (1) year after the second notice all the Grantor Trust Certificates Certificate shall not have been surrendered for cancellation, the Trustee Grantor Trust Certificate Registrar may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders Grantor Trust Certificateholder concerning surrender of their Grantor Trust CertificatesCertificate, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any Subject to applicable laws with respect to escheat of funds, any funds remaining in the Trust after exhaustion of such remedies in the preceding sentence shall be deemed property of the last Grantor Trust Certificateholder of record and distributed by the Trustee Grantor Trust Paying Agent to the Depositorlast Grantor Trust Certificateholder of record, and none of the Grantor Trust Trustee, the Grantor Trust Certificate Registrar or the Grantor Trust Paying Agent shall have no further liability to the Grantor Trust Certificateholder with respect thereto. (de) Upon the dissolution of the Trust winding up and the payment of all liabilities termination of the Trust in accordance with applicable lawSection 3808 of the Statutory Trust Act and this Section 7.1 at the written direction and expense of the Grantor Trust Certificateholder, the Grantor Trust 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 (or successor section) of the Statutory Trust StatuteAct. Thereupon, at which time the Trust and this Agreement (other than Article VIIISections 6.9, 8.9 and 8.10) and the Trust shall terminate.

Termination of Trust Agreement. (a) The Trust shall dissolve upon the final distribution by the Trustee of all monies or other property or proceeds of the Trust Estate in accordance with the Indenture, the Sale and Servicing Agreement and Article V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not: (x) operate to dissolve or terminate this Agreement or the Trust, (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 Trust Estate or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a), neither the Depositor nor any Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed within five Business Days of receipt of notice of such anticipated dissolution from the Servicer given pursuant to Section 9.1(c) of the Sale and Servicing Agreement, and such notice from the Trustee shall state: (i) the Payment Date upon which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein specified. The Trustee shall give such notice to the Certificate Registrar (if other than the Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Payment Date pursuant to Section 5.2. In the event that all of the Certificateholders shall not surrender their Trust 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 Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Trustee to the Depositor. (d) Upon the dissolution of the Trust and the payment of all liabilities of the Trust in accordance with applicable law, the Trustee Trustee, at the direction of the Administrator, 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 (or successor section) of the Trust Statute, at which time the Trust and this Agreement (other than Article VIII) shall terminate.

Termination of Trust Agreement. (a) The Trust Issuer shall wind up, dissolve and terminate and this Agreement shall terminate (other than provisions hereof which by their terms survive termination) upon the final distribution by the Trustee Certificate Paying Agent of all monies moneys or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, the Sale and Servicing Agreement and Article V. V of this Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not: not (x) operate to dissolve or terminate this Agreement or the TrustIssuer, nor (y) entitle any such Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding Proceeding in any court for a partition or winding up of all or any part of the Trust Issuer or Trust Estate or nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a), neither the Depositor nor any Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution and termination of the TrustIssuer, specifying the Payment Date upon which the Certificateholders shall surrender their Trust Certificates to the Paying Agent Owner Trustee for payment of the final distribution and cancellation, shall be given promptly by the Owner Trustee to Certificateholders, and if the Owner Trustee is notified of a redemption of the Notes by letter the Administrator or the Issuer pursuant to Certificateholders Section 10.1(c) of the Indenture, such notice shall be mailed within five (5) Business Days of the Owner Trustee’s receipt of notice of such anticipated dissolution from the Servicer given pursuant to Section 9.1(c) of the Sale and Servicing Agreement, and such notice from the Trustee Issuer or Administrator. Each such notice to a Certificateholder shall state: state (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent Owner Trustee therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, applicable and that payments are being made only upon presentation and surrender of the Trust Certificates at the office of the 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 Trust Certificateseach Certificate, the Certificate Paying Agent shall cause to be distributed to Certificateholders such Certificateholders, subject to Section 3808 of the Delaware Statutory Trust Act, amounts distributable on such Payment Date pursuant to Section 5.2. Article V. (c) In the event that all any of the Certificateholders shall not surrender their Trust 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 Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all any of the Trust 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 Trust Certificates, Certificates and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any Subject to applicable escheat laws, any funds remaining in the Trust Estate after exhaustion of such remedies shall be distributed by the Trustee Certificate Paying Agent to the Depositor. (d) Upon the dissolution last Certificateholder of the Trust and the payment of all liabilities of the Trust record identified in accordance with applicable law, the 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 (or successor section) of the Trust Statute, at which time the Trust and this Agreement (other than Article VIII) shall terminateRegister for each such remaining Certificate.

Termination of Trust Agreement. (a) The Trust shall dissolve upon and wind up in accordance with Section 3808 of the Statutory Trust Statute on or immediately preceding the final distribution by the Owner Trustee of all monies or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Sale and Pooling Agreement (including the exercise by the Servicer of its option to purchase the Receivables pursuant to Section 4.01 of the Pooling Agreement), the Servicing Agreement and Article V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not: not (x) operate to dissolve or terminate this Agreement or 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 the Owner Trust Estate or nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) This Agreement shall be irrevocable. Except as provided in Section 9.1(a7.1(a) and in this Section 7.1(b), neither the Depositor Seller nor any Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for Trust or this Agreement. Each of the sake of clarity, no action is necessary by the DepositorSeller, the Certificateholder Trust and the Owner Trustee acknowledges that the Indenture Trustee, on behalf of the Noteholders, is a third-party beneficiary of this Agreement. For so long as the Notes are outstanding, neither the Trust nor this Agreement shall be revoked without the consent of the Indenture Trustee. Each of the Seller, the Trust and the Owner Trustee acknowledges that the Indenture Trustee, as an agent of the Noteholders, maintains a legitimate interest in ensuring that the Trust is not revoked prior to the fulfillment of the Trust objectives. In no event may this Agreement be amended without the consent of the Indenture Trustee if the effect of such amendment is the revocation or any termination of this Trust other Person as a prerequisite for a dissolution under than in accordance with this Section 9.1(a) to occur7.1. (c) Notice of any anticipated dissolution of the Trust, Trust specifying the Payment Distribution Date upon which the Certificateholders shall surrender their Trust Certificates to the Paying Agent Owner Trustee for payment of the final distribution and cancellation, shall be given promptly by the Owner Trustee by letter to Certificateholders mailed within five Business Days of receipt of notice of such anticipated dissolution from the Servicer given pursuant to Section 9.1(c8.13(b) of the Sale and Servicing AgreementIndenture, and such notice from the Trustee shall statestating: (i) the Payment Distribution Date upon or with respect to which the final payment of distribution on the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designated, Owner Trustee; (ii) the amount of any such final payment distribution; and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments distributions being made only upon presentation and surrender of the Trust Certificates at the office of the 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 Paying Agent Owner Trustee at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent Owner Trustee shall cause to be distributed to Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.2. In the event that . (d) If all of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written noticenotice specified in Section 7.1(c), the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust 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 Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any Subject to applicable laws with respect to escheat of funds, any funds remaining in the Owner Trust Estate after exhaustion of such remedies in the preceding sentence shall be deemed property of the Seller and distributed by the Owner Trustee to the DepositorSeller. (de) Within sixty days of the later of (i) the cancellation of all of the Certificates pursuant to Section 7.1(c) or Section 7.1(d), or (ii) payment to the Seller of funds remaining in the Owner Trust Estate pursuant to Section 7.1(d), the Owner Trustee shall provide the Agent with written notice stating that all Certificates have been so canceled or such funds have been so paid to the Seller. (f) Upon the dissolution completion of the Trust and the payment of all liabilities winding up of the Trust in accordance with applicable lawtrust, 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 (or successor section) of the Statutory Trust StatuteStatute and, at which time upon such filing, the Trust and this Agreement (other than Article VIII) shall terminate.

Termination of Trust Agreement. (a) The Securitization Trust shall dissolve upon the final distribution by the Owner Trustee of all monies or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Sale and 2017-3 Servicing Agreement and Article V. Five hereof. Neither the Depositor nor any Trust Certificateholder shall be entitled to otherwise revoke, dissolve or terminate the Securitization Trust. The bankruptcy, liquidation, dissolution, death or incapacity of any Trust Certificateholder shall not: not (xi) operate to dissolve or terminate this Agreement or the Securitization Trust, (yii) entitle such Trust 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 Securitization Trust or Owner Trust Estate Estate, or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a), neither the Depositor nor any Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution of the Securitization Trust, specifying the Payment Date upon which the Trust Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Trustee Administrator by letter to the Owner Trustee and all Trust Certificateholders mailed within five (5) Business Days of receipt of a termination notice of such anticipated dissolution termination from the Servicer given pursuant to Section 9.1(c) of the Sale and Servicing AgreementServicer, and such notice from the Trustee shall state: stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Owner Trustee or the Paying Agent therein designated, (ii) the amount of any such final payment payment, and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Owner Trustee or the Paying Agent therein specified. The Trustee Administrator shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Trust Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Trust Certificateholders amounts distributable on such Payment Date pursuant to Section 5.2. In the event that all of the Trust Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Administrator shall so notify the Owner Trustee in writing and the Owner Trustee shall give a second written notice to the remaining Trust Certificateholders to surrender their Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust 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 Trust Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any Subject to applicable escheat laws, any funds remaining in the Securitization Trust after exhaustion of such remedies shall be distributed by the Trustee Paying Agent to the Depositor. (dc) Upon the dissolution completion of the Trust and the payment of all liabilities winding up of the Securitization Trust by the Administrator in accordance with applicable lawSection 3808 of the Statutory Trust Statute and at the written direction of the Depositor, the Trustee Owner Trustee, at the expense of the Depositor shall cause the Certificate of Trust to be canceled cancelled by filing a certificate of cancellation with the Delaware Secretary of State in accordance with the provisions of Section 3810 (or successor section) of the Statutory Trust Statute, at which time Statute and the Securitization Trust and this Agreement (other than Article VIIIEight) shall terminateterminate and be of no further force or effect.

Termination of Trust Agreement. (a) The This Trust Agreement (other than Article VIII) and the Trust shall dissolve terminate and be of no further force or effect upon the final distribution by the Eligible Lender Trustee of all monies moneys or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, the Sale and Servicing Agreement and Article V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder the holder of the Trust Certificate shall not: not (x) operate to dissolve or terminate this Trust Agreement or the Trust, nor (y) entitle such Certificateholder’s holder'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 Trust Estate or nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a9.01(a), neither the Depositor nor any Certificateholder holder of the Trust Certificate shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution termination of the Trust, specifying the Payment Distribution Date upon which the Certificateholders holder of the Trust Certificate shall surrender their its Trust Certificates Certificate to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Eligible Lender Trustee by letter to Certificateholders the holder of the Trust Certificate mailed within five Business Days of receipt of notice of such anticipated dissolution termination from the Servicer Administrator given pursuant to Section 9.1(c9.01(d) of the Sale and Servicing Agreement, and such notice from the Trustee shall state: stating (i) the Payment Distribution Date upon which final payment of the Trust Certificates Certificate shall be made upon presentation and surrender of the Trust Certificates Certificate at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment 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 Trust Certificates Certificate at the office of the Certificate Paying Agent therein specified. The Eligible Lender Trustee shall give such notice to the Certificate Registrar (if other than the Eligible Lender Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholdersthe holder of the Trust Certificate. Upon presentation and surrender of the Trust CertificatesCertificate, the Certificate Paying Agent shall cause to be distributed to Certificateholders the holder of the Trust Certificate amounts distributable to such holder on such Payment Distribution Date pursuant to Section 5.25.01. In the event that all the holder of the Certificateholders Trust Certificate shall not surrender their its Trust Certificates Certificate for cancellation within six months after the date specified in the above above-mentioned written notice, the Eligible Lender Trustee shall give a second written notice to the remaining Certificateholders holder of the Trust Certificate to surrender their its Trust Certificates Certificate for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates Certificate shall not have been surrendered for cancellation, the Eligible Lender Trustee may take appropriate steps, or may appoint an agent to take other reasonable and appropriate steps, to contact the remaining Certificateholders holder of the Trust Certificate concerning surrender of their its Trust CertificatesCertificate, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Trust Agreement. Any funds remaining in the Trust after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Trustee to the Depositor. (d) Upon the dissolution of the Trust and the payment of all liabilities of the Trust in accordance with applicable law, the 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 (or successor section) of the Trust Statute, at which time the Trust and this Agreement (other than Article VIII) shall terminate.

Termination of Trust Agreement. (a) The Trust shall dissolve and commence winding up pursuant to the Statutory Trust Act upon the final distribution by the Trustee of all monies or other property or proceeds satisfaction and discharge of the Trust Estate in accordance with Indenture pursuant to Section 4.1 of the Indenture, Indenture and the termination of the Sale and Servicing Agreement and Article V. Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder the Transferor shall not: not (x) operate to dissolve or terminate this Agreement or the Trust, nor (y) entitle such CertificateholderTransferor’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding winding-up of all or any part of the Trust or Owner Trust Estate or nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) The Transferor Interest shall be subject to an early redemption or termination at the option of the Master Servicer in the manner and subject to the provisions of the Sale and Servicing Agreement. (c) Except as provided in Section Sections 9.1(a)) and (b) above, neither none of the Depositor nor any Certificateholder Depositor, the Seller, the Administrator, or the Transferor shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (cd) Notice of any anticipated dissolution termination of the Trust, specifying the Payment Date upon which the Certificateholders Paying Agent shall make payment of the final distribution in respect of the Transferor Interest, or, if the Transferor Interest is certificated and represented by the Certificate, specifying the Payment Date upon which the Transferor shall surrender their Trust Certificates the Certificate to the Paying Agent for payment of the final distribution distributions and cancellation, shall be given promptly by the Trustee by letter Registrar to Certificateholders the Transferor, the Insurer and the Rating Agencies mailed within five Business Days of receipt by the Registrar of notice of such anticipated dissolution from the Servicer given termination pursuant to Section 9.1(c(a) of or (b) above, which notice given by the Sale and Servicing Agreement, and such notice from the Trustee Registrar shall state: state (i) the Payment Date upon or with respect to which final payment of the Trust Certificates Registrar shall be made upon presentation and surrender of the Trust Certificates Transferor Interest (if the Transferor Interest is certificated and represented by the Certificate as provided in Section 3.5) at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation submission of a claim for and surrender acknowledgment of final distribution under the Trust Certificates Transferor Interest at the office of the Paying Agent therein specified. The Trustee Registrar shall give such notice to the Certificate Registrar (if other than the Trustee) Owner Trustee and the Paying Agent at the time such notice is given to Certificateholdersthe Transferor. Upon presentation of such submission of a claim for and surrender acknowledgment of final distribution under the Trust CertificatesTransferor Interest, the Paying Agent shall cause to be distributed to Certificateholders the Transferor amounts distributable on such Payment Date pursuant to Section 5.25.01 of the Sale and Servicing Agreement. In the event that all of the Certificateholders Transferor shall not surrender their Trust Certificates have submitted claim for and acknowledgment of final distribution under the Transferor Interest for cancellation within six months after the date specified in the above mentioned written notice, the Trustee Registrar shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation Transferor and to receive the final distribution Insurer with respect thereto. If within one year after the such second notice all the Trust Certificates shall not have been surrendered for cancellationnotice, the Trustee Registrar may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders Transferor concerning surrender of their Trust Certificatesthe final distribution, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining Upon the termination of the Trust pursuant to this Article IX and, if any part of the Transferor Interest is then evidenced by the Certificate, upon the surrender of such Certificate, the Owner Trustee shall sell, assign and convey to the holder of the Transferor Interest or its designee, without recourse, representation or warranty, all right, title and interest of the Trust in the Trust after exhaustion Estate, whether then existing or thereafter created, all moneys due or to become due and all amounts received with respect thereto and all proceeds thereof, except for amounts held by the Indenture Trustee pursuant to Section 8.01(b) of the Sale and Servicing Agreement. The Owner Trustee shall execute and deliver such remedies instruments of transfer and assignment, in each case without recourse, as shall be distributed reasonably requested by the Trustee holder of the Transferor Interest to vest in the Depositorholder of the Transferor Interest or its designee all right, title and interest which the Trust had in the Trust Estate. (de) Upon the dissolution winding up of the Trust and the final payment of all liabilities of on the Trust Certificates in accordance with applicable lawSection 9.01(c), the Owner Trustee shall cause the Certificate of Trust Xxxxx to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions Statutory Trust Act. Upon the filing of Section 3810 (or successor section) such certificate of the Trust Statutecancellation, at which time the Trust and this Agreement (other than Article VIIIexcept as otherwise provided herein) and the Trust shall terminateterminate and be of no further force or effect. Upon the filing of such certificate of cancellation, this Agreement (except as otherwise provided herein) and the Trust shall terminate and he of no further force or effect.

Termination of Trust Agreement. (a) The This Trust Agreement (other than this Article VIII) and the Trust shall dissolve terminate and be of no further force or effect upon the final distribution by the Trustee of all monies moneys or other property or proceeds of the Trust Estate in accordance with the Indenture, terms of the Sale Indenture and Servicing Agreement and Article V. this Trust Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not: not (xi) operate to dissolve or terminate this Trust Agreement or the Trust, (yii) entitle such Certificateholder’s 's legal representatives or heirs to claim an accounting or to take any action or proceeding Proceeding in any court for a partition or winding up of all or any part of the Trust or the Trust Estate or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a8.01(a), neither the Depositor nor any Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution termination of the Trust, specifying the Payment Date upon on which the Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution thereon and cancellationcancellation thereof, shall be given promptly by the Trustee Certificate Paying Agent by letter to the Certificateholders mailed within five Business Days of receipt of notice of such anticipated dissolution termination from the Servicer given pursuant to Section 9.1(c) of the Sale and Servicing AgreementOwner Trustee, and such notice from the Trustee shall state: stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein specified. The Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and the Certificate Registrar (if other than the Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Payment Date pursuant to Section 5.25.01. In the event that all of the Certificateholders shall not surrender have surrendered their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Trustee Certificate Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and to receive the final distribution with respect thereto. If Subject to applicable laws with respect to escheat of funds, if within one year after following the second notice Payment Date on which final payment of the Certificates was to have been made pursuant to Section 3.10, all the Trust Certificates shall not have been surrendered for cancellation, the Trustee Certificate Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Trust Agreement. Any funds remaining in the Trust Distribution Account after exhaustion of such remedies shall be distributed by the Trustee Certificate Paying Agent to the DepositorCertificateholder of the majority of the Percentage Interest of the Certificates of the Class with respect to which such amounts are due. (d) Upon the dissolution winding up of the Trust and the payment of all liabilities of the Trust in accordance with applicable lawits termination, the Owner Trustee shall cause the Certificate of Trust to be canceled cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 (or successor section3810(c) of the Statutory Trust Statute, at which time the Trust and this Agreement (other than Article VIII) shall terminate.

Termination of Trust Agreement. (a) The Trust shall dissolve upon the final distribution by the Owner Trustee of all monies or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, the Sale and Servicing Agreement and Article V. Five. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder Owner shall not: not (xi) operate to dissolve or terminate this Agreement or the Trust, (yii) entitle such Certificateholder’s Owner'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 Trust Estate or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a9.01(a), neither of the Depositor nor any Certificateholder Owner shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution of the Trust, specifying the Payment Distribution Date upon which the Certificateholders shall surrender their Trust Certificates to the Paying Agent Owner Trustee for payment of the final distribution by the Paying Agent and cancellationcancellation of the Trust Certificates by the Owner Trustee, shall be given promptly by the Owner Trustee by letter to Certificateholders mailed within five Business Days of receipt of a termination notice of such anticipated dissolution from the Master Servicer given pursuant to Section 9.1(c9.01(c) of the Sale and Servicing AgreementAgreement and no later than 20 days prior to such dissolution, and such notice from the Trustee shall state: stating (i) the Payment Distribution Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designatedOwner Trustee, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, applicable and that payments being shall be made only upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein specifiedOwner Trustee; provided, however, no such notice shall be required so long as 100% of the Trust Certificates are held by WFSRC3 or an Affiliate thereof. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.2. In the event that all of the Certificateholders shall not surrender their Trust 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 Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Trustee to the Depositor5. (d) Upon the dissolution of the Trust and the payment of all liabilities of the Trust in accordance with applicable law, the 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 (or successor section) of the Trust Statute, at which time the Trust and this Agreement (other than Article VIII) shall terminate.

Termination of Trust Agreement. (a) The Trust shall dissolve upon immediately prior to the final distribution by the Trustee Paying Agent of all monies moneys or other property or proceeds of the Trust Estate in accordance with applicable law, the terms of the Indenture, the Sale and Servicing Agreement and Article V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not: not (xi) operate to dissolve or terminate this Agreement or the Trust, (yii) 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 Trust Estate or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a), neither Neither the Depositor nor any Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Owner Trustee by letter to the Certificateholders mailed within five (5) Business Days of receipt of notice of such anticipated dissolution from the Servicer given pursuant to Section 9.1(c) 9.01 of the Sale and Servicing Agreement, and such notice from the Trustee shall state: stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall shall, subject to any payments required by applicable law, cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.25.02. In the event that all of the Certificateholders shall not surrender their Trust 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 Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust 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 Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor, subject to applicable escheat laws. (d) Upon the dissolution winding up of the Trust and the payment written instructions of all liabilities the Administrator, the Owner Trustee shall wind up the business and affairs of the Trust in accordance with applicable law, as required under Section 3808 of the Statutory Trust Statute and the Owner Trustee shall cause the Certificate of Trust to be canceled cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 (or successor section) of the Statutory Trust Statute, Statute and at which time the expense of the Depositor. Thereupon the Trust and this Agreement (other than Article VIII) shall terminate.

Termination of Trust Agreement. (a) The This Titling Trust shall dissolve upon Agreement (other than Section 10.1 and Section 11.8) and the Titling Trust will terminate and be of no further force or effect on the final distribution by the Trustee Titling Trust Administrator of all monies moneys or other property or proceeds constituting Titling Trust Assets. Any Specified Interest may be terminated upon receipt by the Titling Trust Administrator of direction to such effect signed by the Holders of all of the Trust Estate in accordance related Certificates, with the Indentureconsent of the Registered Pledgee, if any, and subject to the rights of any Titling Trust Creditors. Upon any such termination of a Specified Interest, the Sale Titling Trust Administrator will distribute to the Holders of the Certificates related to the terminating Specified Interest, subject to the rights of any Registered Pledgees and Servicing of any Titling Trust Creditors, all related Specified Assets, including title to the related Specified Vehicles, by causing the Certificates of Title with respect thereto to be reregistered in the name of, or at the direction of, such Holders. This Titling Trust Agreement and Article V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not: (x) operate to dissolve or the Titling Trust may also terminate this Agreement or at the Trust, (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 direction of the Initial Beneficiary so long as no Trust-Related Obligations are outstanding. Neither this Titling Trust or Agreement nor the Titling Trust Estate or (z) otherwise affect will terminate upon the rightsoccurrence of an Insolvency Event with respect to any Holder and the Titling Trust will continue following the occurrence of an Insolvency Event with respect to any Holder, obligations and liabilities in each case, subject to the first paragraph of the parties heretothis Section 8.1(a). (b) Except as provided in Section 9.1(a), neither Upon the Depositor nor any Certificateholder shall be entitled to dissolve, revoke or terminate termination of the Titling Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder Titling Trust Administrator will distribute to each Holder of a Certificate its interest in the related Specified Assets by causing the Certificates of Title to be reregistered in the name of, or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occurat the direction of, each such Holder. (c) Notice of any anticipated dissolution Upon the liquidation in whole of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Titling Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed within five Business Days of receipt of notice of such anticipated dissolution from the Servicer given pursuant to Section 9.1(c) 8.1(a), Titling Trust Administrator will take all other actions required under the Delaware Statutory Trust Act in connection with the wind-up and liquidation of the Sale and Servicing AgreementTitling Trust, and such notice from including the Trustee shall state: (i) the Payment Date upon which final payment filing of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein specified. The Trustee shall give such notice to the Certificate Registrar (if other than the Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Payment Date pursuant to Section 5.2. In the event that all of the Certificateholders shall not surrender their Trust 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 Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Trustee to the Depositor. (d) Upon the dissolution of the Trust and the payment of all liabilities of the Trust in accordance with applicable law, the Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation Cancellation with the Secretary of State in accordance with the provisions of Section 3810 (or successor section) of the Trust Statute, at which time the Trust and this Agreement (other than Article VIII) shall terminateState of Delaware.

Termination of Trust Agreement. (a) The This Trust Agreement (other than Article VII) and the Trust shall dissolve wind up and terminate in accordance with Section 3808 of the Delaware Business Statute and be of no further force or effect upon the earliest of (i) the final distribution by the Trustee of all monies moneys or other property or proceeds of the Owner Trust Estate in accordance with the Indenture, terms of the Indenture and this Trust Agreement or (ii) purchase by the Servicer or the Majority Certificateholder of all Mortgage Loans pursuant to Section 11.01 of the Sale and Servicing Agreement Agreement; provided in each case that all amounts owing to the Noteholders and Article V. the Note Insurer to the extent payable from the Owner Trust Estate or proceeds thereof have been paid in full and that all obligations under the Indenture have been discharged. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not: not (x) operate to dissolve or terminate this Trust Agreement or the Trust, Trust or (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 the Owner Trust Estate or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a8.01(a), neither the Depositor nor any Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Trustee Certificate Paying Agent by letter to Certificateholders and the Note Insurer mailed within five Business Days of receipt of notice of such anticipated dissolution the final payment on the Notes from the Servicer given pursuant to Section 9.1(c) of the Sale and Servicing AgreementIndenture Trustee, and such notice from the Trustee shall state: stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein specified. The Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and the Certificate Registrar (if other than the Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Payment Date pursuant to Section 5.25.01. In the event that all of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Trustee Certificate Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and to receive the final distribution with respect thereto. If Subject to applicable laws with respect to escheat of funds, if within one year after following the second notice Payment Date on which final payment of the Certificates was to have been made pursuant to Section 3.03 of the Indenture, all the Trust Certificates shall not have been surrendered for cancellation, the Trustee Certificate Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Trust Agreement. Any funds remaining in the Trust Certificate Distribution Account after exhaustion of such remedies shall be distributed by the Trustee Certificate Paying Agent to the DepositorCertificateholders. (d) Upon the dissolution winding up of the Trust and the payment of all liabilities of the Trust in accordance with applicable lawits termination, the Owner Trustee shall cause the Certificate of Trust to be canceled cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 (or successor section3810(c) of the Business Trust Statute, at which time the Trust and this Agreement (other than Article VIII) shall terminate.

Termination of Trust Agreement. (a) The This Agreement (other than Article VIII) and the Trust shall dissolve terminate and be of no further force or effect upon the final distribution by the Owner Trustee of all monies moneys or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Sale and Master Servicing Agreement and Article V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder Owner shall not: not (x) operate to dissolve or terminate this Agreement or the Trust, Trust or (y) entitle such Certificateholder’s Owner'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 or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a9.01(a), neither the Depositor nor any Certificateholder Owner shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution termination of the Trust, specifying the Payment Distribution Date upon which the Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Owner Trustee by letter to Certificateholders mailed within five Business Days of receipt of notice of such anticipated dissolution termination from the Master Servicer given pursuant to Section 9.1(c) of the Sale and Servicing Agreement, and such notice from the Trustee shall state: stating (i) the Payment Distribution Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment 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 Trust Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.25.02. In the event that all of the Certificateholders shall not surrender their Trust 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 Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust 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 Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor. (d) Upon the dissolution winding up of the Trust and the payment of all liabilities of the Trust in accordance with applicable lawits termination, the Owner Trustee shall cause the Certificate of Trust to be canceled cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 (or successor section) of the Business Trust Statute, at which time the Trust and this Agreement (other than Article VIII) shall terminate.

Termination of Trust Agreement. (a) The This Trust Agreement (other than the provisions of Article VIII) shall terminate and be of no further force or effect and the Trust shall dissolve upon the final distribution by earlier of (i) the Trustee payment to the Servicer, the Noteholders[, the Swap Counterparty] and the Certificateholders of all monies or other property or proceeds amounts required to be paid to them pursuant to the terms of the Trust Estate in accordance with the Indenture, the Sale and Servicing Agreement[, the Swap Agreement] and this Trust Agreement and Article V. V and (ii) the Distribution Date next succeeding the month which is one year after the maturity or other liquidation of the last Receivable and the disposition of any amounts received upon liquidation of any property remaining in the Trust. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not: (x) not operate to dissolve or terminate this Trust Agreement or the Trust, (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 or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a), neither the Depositor nor any No Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution termination of the Trust, specifying the Payment Distribution Date upon which the Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such anticipated dissolution termination from the Servicer given pursuant to Section 9.1(c) of the Sale and Servicing AgreementServicer, and such notice from the Trustee shall state: stating (i) the Payment Distribution Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designatedspecified, (ii) the amount of any such final payment 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 Trust Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent [and the Swap Counterparty] at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Certificateholders the Certificateholders, subject to Section 3808 of the Statutory Trust Statute, amounts distributable on such Payment Distribution Date pursuant to Section 5.2. In the event that all of the Certificateholders shall not surrender their Trust 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 Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust 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 Trust Certificates, Certificates and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Trust Agreement. Any 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 DepositorCertificateholders in proportion to each Certificateholder’s Certificate Percentage Interest. (d) Upon the dissolution winding up of the Trust and the payment of all liabilities of the Trust Trust, in accordance with applicable lawSection 3808 of the Statutory Trust Statute, and its termination, the Owner Trustee shall shall, at the written direction and expense of the Depositor, 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 (or successor section) of the Statutory Trust Statute, at which time the Trust and this Agreement (other than Article VIII) shall terminate.

Termination of Trust Agreement. (a) The This Agreement (other than Article VIII) and the Trust shall dissolve terminate and be of no further force or effect upon the completion of winding up the Trust after its dissolution, which dissolution shall occur concurrent with the final distribution by the Owner Trustee or Paying Agent of all monies or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, the Sale and Servicing Agreement Exchange Note Transfer Agreement, and Article V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not: not (x) operate to dissolve or terminate this Agreement or the Trust, Trust or (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 Trust Estate or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a9.01(a), neither the Depositor nor any Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Trustee Paying Agent by letter to Certificateholders mailed within five Business Days of receipt of actual notice of such anticipated dissolution termination from the Servicer given pursuant to Section 9.1(c15.1(b) of the Sale and Exchange Note Servicing AgreementSupplement, and such notice from the Trustee shall state: stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, and, as a result, payments being will be made only upon presentation and surrender of the Trust Certificates by Certificateholders at the office of the Paying Agent therein specified. The Trustee Paying Agent shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent Owner Trustee at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Payment Date pursuant to Section 5.25.02. In the event that all of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above above-mentioned written notice, the Trustee Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Owner Trustee or Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust Estate after exhaustion of such remedies shall be distributed by the Owner Trustee to the DepositorDepositor subject to applicable escheat laws. (d) Upon the dissolution of the Trust and the payment of all liabilities of the Trust in accordance with applicable law, the 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 (or successor section) of the Trust Statute, at which time the Trust and this Agreement (other than Article VIII) shall terminate.

Termination of Trust Agreement. (a) The Trust shall dissolve upon the final distribution by the Trustee of all monies moneys or other property or proceeds of the Owner Trust Estate in accordance with the Indenture, terms of the Indenture and the Sale and Servicing Agreement and Article V. Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder Owner shall not: not (x) operate to dissolve or terminate this Agreement or the Trust, Trust or (y) entitle such CertificateholderOwner’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 or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a9.01(a), neither the Depositor nor any Certificateholder Owner shall be entitled to dissolverevoke, revoke dissolve or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution of the Trust, specifying the Payment Date date upon which the Certificateholders shall surrender their Trust Certificates to the Paying Agent Certificate Registrar for payment of the final distribution and cancellation, cancellation shall be given promptly by the Trustee Certificate Registrar by letter to Certificateholders mailed within five Business Days of receipt of a termination notice of such anticipated dissolution termination from the Servicer given pursuant to Section 9.1(c) 8.03 of the Sale and Servicing Agreement, and such notice from the Trustee shall state: (i) the Payment Date upon which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein specified. The Trustee Certificate Registrar shall give such notice to the Certificate Registrar (if other than the Trustee) and the Paying Agent Owner Trustee at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Payment Date pursuant to Section 5.2. In the event that all of the Certificateholders shall not surrender their Trust 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 Trust Certificates for cancellation and to receive the final distribution with respect theretocancellation. If within one year after the second notice all the Trust 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 Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Trustee to the Depositor. (d) Upon the dissolution winding up of the Trust and by the payment of all liabilities of the Trust Depositor in accordance with applicable lawSection 3808 of the Statutory Trust Statute, the Trustee Owner Trustee, at the direction and expense of the Depositor, shall cause the Certificate of Trust to be canceled cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 (or successor section) of the Statutory Trust Statute, at which time Statute and the Trust and this Agreement (other than Article VIII) shall terminateterminate and be of no further force or effect.

Termination of Trust Agreement. (a) The Trust shall dissolve upon the final distribution by the Trustee of all monies or other property or proceeds of the Trust Estate terminate in accordance with Section 3808 of the IndentureBusiness Trust Statute on the date (the "Trust Termination Date") on which the first of the following occurs: (i) if the Seller so elects, the Sale day following the Certificate Payment Date on which all amounts required to be paid to the Securityholders pursuant to the Basic Documents have been paid (or deposited in the related Distribution Account and Servicing the aggregate Outstanding Amount of the Revolving Notes is zero and (ii) the Specified Trust Termination Date. This Agreement and Article V. the obligations of the parties hereunder (other than Section 6.9 hereof and as otherwise expressly provided herein) shall terminate and be of no further force or effect (x) if the Trust Termination Date is determined pursuant to clause (i) above, on the Trust Termination Date and (y) if the Trust Termination Date is determined pursuant to clause (ii) above on the date following the Certificate Payment Date on which the final payments to be made to the Securityholders pursuant to the Basic Documents have been paid (or deposited in the appropriate Distribution Accounts). (b) The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not: not (x) operate to dissolve or terminate this Agreement or 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 winding-up of all or any part of the Trust or the Owner Trust Estate or nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) . Except as provided in Section 9.1(a7.1(a), neither the Depositor Seller nor any Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder Trust or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occurthis Agreement. (c) Notice of any anticipated dissolution termination of the Trust, Trust specifying the Certificate Payment Date upon which the Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment distribution of the final distribution and cancellation, shall be given promptly by the Owner Trustee by letter to Certificateholders mailed within five Business Days of receipt of notice of such anticipated dissolution termination from the Servicer given pursuant to Section 9.1(c) 9.4 of the Trust Sale and Servicing Agreement, and such notice from the Trustee shall statestating: (i) the Certificate Payment Date upon or with respect to which the final payment distribution of the Trust Certificate Balance of the Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designated, ; (ii) the amount of any such final payment distribution of the Certificate Balance; and (iii) that the Record Date otherwise applicable to such Certificate Payment Date is not applicable, payments distributions being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Certificate Payment Date pursuant to Section 5.2. In the event that all of the Certificateholders shall not surrender their Trust 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 Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Trustee to the Depositor. (d) Upon the dissolution Notice of any termination of the Trust specifying the Certificate Payment Date upon which the Certificateholders shall surrender their Certificates to the Paying Agent for distribution of the final distribution and cancellation, shall be given by the payment Owner Trustee by letter to Certificateholders mailed within five Business Days of all liabilities receipt of notice of such termination from the Servicer given pursuant to Section 9.4 of the Trust in accordance Sale and Servicing Agreement, stating: (i) the Certificate Payment Date upon or with respect to which the final distribution of the Certificate Balance of the Certificates shall be made upon presentation and surrender of the Certificates at the office of the Paying Agent therein designated; (ii) the amount of any such final distribution of the Certificate Balance; and (iii) that the Record Date otherwise applicable lawto such Certificate Payment Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Trustee Paying Agent 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 distributed to Certificateholders amounts distributable on such Certificate Payment Date pursuant to Section 3810 (or successor section) of the Trust Statute, at which time the Trust and this Agreement (other than Article VIII) shall terminate5.

Termination of Trust Agreement. (a) The This Agreement (other than Article VIII) shall terminate and the Trust shall dissolve and terminate and be of no further force or effect upon the final distribution by the Trustee and the Delaware Trustee of all monies moneys or other property or proceeds of the Trust Estate in accordance with the Indenture, terms of the Sale and Servicing Agreement Indenture and Article V. V of this Agreement, respectively. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not: not (x) operate to dissolve or terminate this Agreement or 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 Trust Estate or nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a9.01(a), neither the Depositor nor any Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution termination of the Trust, specifying the Payment Distribution Date upon which the Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Delaware Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such anticipated dissolution from the Servicer termination given pursuant to Section 9.1(c) of the Sale and Servicing AgreementIndenture, and such notice from the Trustee shall state: stating (i) the Payment Distribution Date upon which final payment of the Trust Certificates Certificate shall be made upon presentation and surrender of the Trust Certificates Certificate at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments are being made only upon presentation and surrender of the Trust Certificates Certificate at the office of the Certificate Paying Agent therein specified. The Delaware Trustee shall give such notice to the Certificate Registrar (if other than the Delaware Trustee) and the Certificate Paying Agent at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.25.01. In the event that all of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above above-mentioned written notice, the Delaware Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Delaware Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Delaware Trustee to the Depositor. (d) Upon the dissolution of the Trust and the payment of all liabilities of the Trust in accordance with applicable law, the 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 (or successor section) of the Trust Statute, at which time the Trust and this Agreement (other than Article VIII) shall terminate.

Termination of Trust Agreement. (a) The This Agreement (other than Article VIII) shall terminate and the Trust shall dissolve and terminate and be of no further force or effect upon the final distribution by the Indenture Trustee and the Delaware Trustee of all monies moneys or other property or proceeds of the Trust Estate in accordance with the Indenture, terms of the Sale and Servicing Agreement Indenture and Article V. V of this Agreement, respectively. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not: not (x) operate to dissolve or terminate this Agreement or 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 Trust Estate or nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a9.01(a), neither the Depositor nor any Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution termination of the Trust, specifying the Payment Distribution Date upon which the Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Delaware Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such anticipated dissolution from the Servicer termination given pursuant to Section 9.1(c) of the Sale and Servicing AgreementIndenture, and such notice from the Trustee shall state: stating (i) the Payment Distribution Date upon which final payment of the Trust Certificates Certificate shall be made upon presentation and surrender of the Trust Certificates Certificate at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments are being made only upon presentation and surrender of the Trust Certificates Certificate at the office of the Certificate Paying Agent therein specified. The Delaware Trustee shall give such notice to the Certificate Registrar (if other than the Delaware Trustee) and the Certificate Paying Agent at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.25.01. In the event that all of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above above-mentioned written notice, the Delaware Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Delaware Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Delaware Trustee to the Depositor. (d) Upon the dissolution of the Trust and the payment of all liabilities of the Trust in accordance with applicable law, the 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 (or successor section) of the Trust Statute, at which time the Trust and this Agreement (other than Article VIII) shall terminate.

Termination of Trust Agreement. (a) The Securitization Trust shall dissolve upon the final distribution by the Owner Trustee of all monies or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Sale and 20 - Servicing Agreement and Article V. Five hereof. Neither the Depositor nor any Trust Certificateholder shall be entitled to otherwise revoke, dissolve or terminate the Securitization Trust. The bankruptcy, liquidation, dissolution, death or incapacity of any Trust Certificateholder shall not: not (xi) operate to dissolve or terminate this Agreement or the Securitization Trust, (yii) entitle such Trust 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 Securitization Trust or Owner Trust Estate Estate, or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a), neither the Depositor nor any Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution of the Securitization Trust, specifying the Payment Date upon which the Trust Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Trustee Administrator by letter to the Owner Trustee and all Trust Certificateholders mailed within five (5) Business Days of receipt of a termination notice of such anticipated dissolution termination from the Servicer given pursuant to Section 9.1(c) of the Sale and Servicing AgreementServicer, and such notice from the Trustee shall state: stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Owner Trustee or the Paying Agent therein designated, (ii) the amount of any such final payment payment, and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Owner Trustee or the Paying Agent therein specified. The Trustee Administrator shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Trust Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Trust Certificateholders amounts distributable on such Payment Date pursuant to Section 5.2. In the event that all of the Trust Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Administrator shall so notify the Owner Trustee in writing and the Owner Trustee shall give a second written notice to the remaining Trust Certificateholders to surrender their Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust 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 Trust Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any Subject to applicable escheat laws, any funds remaining in the Securitization Trust after exhaustion of such remedies shall be distributed by the Trustee Paying Agent to the Depositor. (dc) Upon the dissolution completion of the Trust and the payment of all liabilities winding up of the Securitization Trust by the Administrator in accordance with applicable lawSection 3808 of the Statutory Trust Statute and at the written direction of the Depositor, the Trustee Owner Trustee, at the expense of the Depositor shall cause the Certificate of Trust to be canceled cancelled by filing a certificate of cancellation with the Delaware Secretary of State in accordance with the provisions of Section 3810 (or successor section) of the Statutory Trust Statute, at which time Statute and the Securitization Trust and this Agreement (other than Article VIIIEight) shall terminateterminate and be of no further force or effect.

Termination of Trust Agreement. (a) The This Agreement and the Trust shall dissolve will terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect upon the final distribution later of (i) the maturity or other liquidation of the last Receivable (including the purchase by the Trustee Servicer at its option of all monies or other property or proceeds the corpus of the Trust Estate as described in accordance with the Indenture, Section 10.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents, or (ii) the payment to the Certificateholders of all amounts required to be paid to them pursuant to this Agreement and Article V. the payment to the Security Insurer of all amounts payable or reimbursable to them pursuant to the Sale and Servicing Agreement; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 will survive the termination of the Trust. Triad or the Servicer will promptly notify the Owner Trustee and the Security Insurer of any prospective termination pursuant to this Section 8.1. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not: will not (x) operate to dissolve or terminate this Agreement or 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 or nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a), neither Neither the Depositor nor any Certificateholder shall the Certificateholders will be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution termination of the Trust, specifying the Payment Distribution Date upon which the Certificateholders shall each Certificateholder will surrender their Trust Certificates its Certificate to the Paying Agent Owner Trustee for payment of the final distribution distribution, if any, and cancellation, shall will be given promptly by the Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such anticipated dissolution termination from the Servicer given pursuant to Section 9.1(c10.1(c) of the Sale and Servicing Agreement, and such notice from the Trustee shall state: stating (i) the Payment Distribution Date upon or with respect to which final payment of the Trust Certificates shall each Certificate will be made upon presentation and surrender of the Trust Certificates such Certificate at the office of the Paying Agent Owner Trustee therein designated, (ii) the amount of any such final payment 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 Trust Certificates such Certificate at the office of the Paying Agent Owner Trustee therein specified. The Owner Trustee shall will give such notice to the Certificate Registrar (if other than the Trustee) and the Paying Agent Indenture Trustee at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Trust Certificatesa Certificate, the Paying Agent shall Owner Trustee will instruct the Indenture Trustee to cause to be distributed to the Certificateholders thereof amounts distributable on such Payment Distribution Date pursuant to Section 5.2. In the event that all 5.7 of the Certificateholders shall Sale and Servicing Agreement. If a Certificateholder does not surrender their Trust Certificates its Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall will give a second written notice to the remaining Certificateholders such Certificateholder to surrender their Trust Certificates its Certificate for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall Certificate will 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 such Certificateholder concerning surrender of their Trust Certificatesits Certificate, and the cost thereof shall will be paid out of the funds and other assets that shall will remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall will be distributed distributed, subject to applicable escheat laws, by the Owner Trustee to the DepositorCertificateholders. (d) Upon the dissolution completion of the Trust and the payment of all liabilities winding up of the Trust in accordance with applicable lawSection 3808 of the Statutory Trust Statute and its termination, the Owner Trustee shall will 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 (or successor section) of the Statutory Trust Statute, at which time the Trust and this Agreement (other than Article VIII) shall terminate.

Termination of Trust Agreement. (a) The Trust shall dissolve upon the earlier of (i) the final distribution by the Trustee of all monies moneys or other property or proceeds of the Owner Trust Estate in accordance with the Indenture, terms of the Sale Indenture and Servicing this Trust Agreement and Article V. or (ii) the Final Maturity Date. The bankruptcy, liquidation, dissolution, death or incapacity of any a Certificateholder shall not: not (x) operate to dissolve or terminate this Trust Agreement or the Trust, Trust or (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 the Owner Trust Estate or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a), neither Neither the Depositor nor any Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Trust Certificates its Certificate to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Trustee Certificate Paying Agent by letter to the Certificateholders mailed within five Business Days of receipt of notice of such anticipated dissolution from the Servicer given pursuant to Section 9.1(c) of the Sale and Servicing AgreementOwner Trustee, and such notice from the Trustee shall state: stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Certificate Payment Agent therein specified. The Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and the Certificate Registrar (if other than the Trustee) and the Paying Agent at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Certificate Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.25.01. In the event that all of the Certificateholders a Certificateholder shall not surrender their Trust Certificates its Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Trustee Certificate Paying Agent shall give a second written notice to the remaining Certificateholders such Certificateholder to surrender their Trust Certificates the Certificate for cancellation and to receive the final distribution with respect thereto. If Subject to applicable laws with respect to escheat of funds, if within one year after following the second notice all the Trust Certificates Payment Date on which final payment of such Certificate was to have been made pursuant to Section 5.01, such Certificate shall not have been surrendered for cancellation, the Trustee Certificate Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificatessuch Certificate, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Trust Agreement. Any funds remaining in the Trust Certificate Distribution Account after exhaustion of such remedies shall be distributed by the Trustee Certificate Paying Agent to the DepositorClass G Certificateholder. (d) Upon the dissolution completion of the winding up of the Trust and notification to the payment of all liabilities Owner Trustee from the Servicer, who shall be responsible for liquidating the Trust, as to the satisfaction of the Trust in accordance with applicable lawobligations of the Trust, the Owner Trustee shall cause the Certificate Certificates of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 (or successor section3810(c) of the Statutory Trust Statute, at upon which time filing the Trust and this Agreement (other than Article VIII) shall terminate.

Termination of Trust Agreement. (a) The This Trust Agreement (other than Article VII) and the Trust shall dissolve terminate and be of no further force or effect upon the earlier of (i) the final distribution by the Trustee of all monies moneys or other property or proceeds of the Owner Trust Estate in accordance with the Indenture, terms of the Sale Indenture and Servicing this Trust Agreement and Article V. (ii) the distribution of all of the assets of the Owner Trust Estate, in accordance with written instructions provided to the Owner Trustee by the Majority Certificateholder, following the optional redemption of the Notes by the Majority Certificateholder pursuant to Section 8.07 of the Indenture; provided in each case that all amounts owing to the Noteholders to the extent payable from the Owner Trust Estate or proceeds thereof have been paid in full and that all obligations under the Indenture have been discharged. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not: not (x) operate to dissolve or terminate this Trust Agreement or the Trust, Trust or (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 the Owner Trust Estate or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a)8.01(a) hereof, neither the Depositor nor any Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Trustee Certificate Paying Agent by letter to Certificateholders mailed within five Business Days of receipt of notice of such anticipated dissolution the final payment on the Notes from the Servicer given pursuant to Section 9.1(c) of the Sale and Servicing AgreementSecurities Administrator, and such notice from the Trustee shall state: stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Certificate Payment Agent therein specified. The Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and the Certificate Registrar (if other than the Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Payment Date pursuant to Section 5.25.01. In the event that all of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Trustee Certificate Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and to receive the final distribution with respect thereto. If Subject to applicable laws with respect to escheat of funds, if within one year after following the second notice Payment Date on which final payment of the Certificates was to have been made pursuant to Section 3.03 of the Indenture, all the Trust Certificates shall not have been surrendered for cancellation, the Trustee Certificate Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Trust Agreement. Any funds remaining in the Trust Certificate Distribution Account after exhaustion of such remedies shall be distributed by the Trustee Certificate Paying Agent to the Depositor. (d) Upon the dissolution winding up of the Trust and the payment of all liabilities of the Trust in accordance with applicable lawits termination, the Owner Trustee shall cause the Certificate of Trust to be canceled cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 (or successor section3810(c) of the Statutory Trust Statute, at which time the Trust and this Agreement (other than Article VIII) shall terminate.

Termination of Trust Agreement. (a) The Trust shall dissolve upon the final distribution by the Trustee of all monies moneys or other property or proceeds of the Owner Trust Estate in accordance with the Indenture, terms of the Indenture and the Sale and Servicing Agreement and Article V. Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder Owner shall not: not (x) operate to dissolve or terminate this Agreement or the Trust, Trust or (y) entitle such CertificateholderOwner’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 or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a9.01(a), neither the Depositor nor any Certificateholder Owner shall be entitled to dissolverevoke, revoke dissolve or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution of the Trust, specifying the Payment Date date upon which the Certificateholders shall surrender their Trust Certificates to the Paying Agent Owner Trustee for payment of the final distribution and cancellation, cancellation shall be given promptly by the Owner Trustee by letter to Certificateholders mailed within five Business Days of receipt of a termination notice of such anticipated dissolution termination from the Servicer given pursuant to Section 9.1(c) 8.03 of the Sale and Servicing Agreement, and such notice from the Trustee shall state: (i) the Payment Date upon which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Payment Date pursuant to Section 5.2. In the event that all of the Certificateholders shall not surrender their Trust 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 Trust Certificates for cancellation and to receive the final distribution with respect theretocancellation. If within one year after the second notice all the Trust 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 Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Trustee to the Depositor. (d) Upon the dissolution of the Trust and the payment of all liabilities winding up of the Trust in accordance with applicable lawSection 3808 of the Statutory Trust Statute, the Trustee Owner Trustee, at the expense of the Depositor shall cause the Certificate of Trust to be canceled cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 (or successor section) of the Statutory Trust Statute, at which time Statute and the Trust and this Agreement (other than Article VIII) shall terminateterminate and be of no further force or effect.

Termination of Trust Agreement. (a) The This Agreement (other than Article VIII) and the Trust shall dissolve terminate and be of no further force or effect, (i) upon the final distribution by the Owner Trustee of all monies moneys or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Sale and Master Servicing Agreement and Article V. V or (ii) at the time provided in Section 9.2. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder or Owner, other than the holder of the GP Interest as described in Section 9.2, shall not: not (x) operate to dissolve or terminate this Agreement or the Trust, or (y) entitle such Certificateholder’s 's or Owner'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 or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(aclause (a), neither the Depositor Seller nor the holder of the GP Interest nor any Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution termination of the Trust, specifying the Payment Distribution Date upon which the Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Owner Trustee by letter to Certificateholders mailed within five Business Days of receipt of notice of such anticipated dissolution termination from the Master Servicer given pursuant to Section 9.1(c) ____ of the Sale and Master Servicing Agreement, and such notice from the Trustee shall state: stating (i) the Payment Distribution Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment 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 Trust Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.2. In the event that all of the Certificateholders shall not surrender their Trust 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 Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust 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 Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed distributed, subject to applicable escheat laws, by the Owner Trustee to the Depositorholder of the GP Interest. (d) Any funds remaining in the Trust after funds for final distribution have been distributed or set aside for distribution shall be distributed by the Owner Trustee to the holder of the GP Interest (other than any amounts remaining in the Reserve Account which shall be distributed to the Seller). (e) Upon the dissolution winding up of the Trust and the payment of all liabilities of the Trust in accordance with applicable lawits 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 (or successor section) of the Business Trust Statute, at which time the Trust and this Agreement (other than Article VIII) shall terminate.

Termination of Trust Agreement. (a) The This Trust Agreement (other than Article VII) and the Trust shall dissolve terminate and be of no further force or effect upon the earlier of (i) the final distribution by the Trustee of all monies moneys or other property or proceeds of the Owner Trust Estate in accordance with the Indenture, terms of the Sale Indenture and Servicing this Trust Agreement and Article V. (ii) the distribution of all of the assets of the Owner Trust Estate, in accordance with written instructions provided to the Owner Trustee by the Majority Certificateholder, following the optional redemption of the Notes by the Certificateholder or Majority Certificateholder, as applicable, pursuant to Section 8.07 of the Indenture; provided in each case that all amounts owing to the Noteholders to the extent payable from the Owner Trust Estate or proceeds thereof have been paid in full and that all obligations under the Indenture have been discharged. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not: not (x) operate to dissolve or terminate this Trust Agreement or the Trust, Trust or (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 the Owner Trust Estate or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a8.01(a), neither the Depositor nor any Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Trustee Certificate Paying Agent by letter to Certificateholders mailed within five Business Days of receipt of notice of such anticipated dissolution the final payment on the Notes from the Servicer given pursuant to Section 9.1(c) of the Sale and Servicing AgreementIndenture Trustee, and such notice from the Trustee shall state: stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Certificate Payment Agent therein specified. The Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and the Certificate Registrar (if other than the Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Payment Date pursuant to Section 5.25.01. In the event that all of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Trustee Certificate Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and to receive the final distribution with respect thereto. If Subject to applicable laws with respect to escheat of funds, if within one year after following the second notice Payment Date on which final payment of the Certificates was to have been made pursuant to Section 3.03 of the Indenture, all the Trust Certificates shall not have been surrendered for cancellation, the Trustee Certificate Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Trust Agreement. Any funds remaining in the Trust Certificate Distribution Account after exhaustion of such remedies shall be distributed by the Trustee Certificate Paying Agent to the Depositor. (d) Upon the dissolution winding up of the Trust and the payment of all liabilities of the Trust in accordance with applicable lawits termination, the Owner Trustee shall cause the Certificate of Trust to be canceled cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 (or successor section3810(c) of the Statutory Trust Statute, at which time the Trust and this Agreement (other than Article VIII) shall terminate.

Termination of Trust Agreement. (a) The Trust shall dissolve This Agreement (other than the provisions of Article VII) will terminate and be of no further force or effect and the Issuer will terminate, wind up and dissolve, upon the final distribution by earlier to occur of (i) the redemption of the 2012-B Exchange Note (following the termination of the last remaining Lease included in the 2012-B Reference Pool and the disposition of all remaining Leased Vehicles) or (ii) the payment to the Noteholders and any other holders of securities issued under any supplemental indentures or amendments to this Agreement, the Indenture Trustee and the Owner Trustee of all monies or other property or proceeds of the Trust Estate in accordance with amounts required to be paid to them pursuant to the Indenture, the Sale and Servicing Agreement Agreement, the Servicing Supplement and Article V. The bankruptcyIV. Any Insolvency Event, liquidation, dissolution, death liquidation or incapacity of any Certificateholder shall not: dissolution with respect to the Depositor will not (xA) operate to dissolve or terminate this Agreement or the TrustIssuer, (yB) entitle such Certificateholderthe Depositor’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 Issuer or the Trust or Trust Estate Property or (zC) otherwise affect the rights, obligations and liabilities of the parties heretoto this Agreement. Upon dissolution of the Issuer, the Owner Trustee will wind up the activities and affairs of the Issuer as required by Section 3808 of the Delaware Statutory Trust Act. (b) Except as provided in Section 9.1(a), neither the The Depositor nor any Certificateholder shall be entitled to dissolve, may not revoke or terminate the Trust; provided howeverIssuer, for unless it is the sake holder of clarity, no action is necessary by 100% of the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Residual Interest and in accordance with Section 9.1(a) to occur8.1(a). (c) Notice of any anticipated dissolution Upon termination of the TrustIssuer, specifying the Payment Date upon which the Certificateholders shall surrender their any remaining Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed within five Business Days of receipt of notice of such anticipated dissolution from the Servicer given pursuant to Section 9.1(c) of the Sale and Servicing Agreement, and such notice from the Trustee shall state: (i) the Payment Date upon which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein specified. The Trustee shall give such notice to the Certificate Registrar (if other than the Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to Property will be distributed to Certificateholders amounts distributable on such Payment Date pursuant to Section 5.2. In the event that all holder of the Certificateholders shall not surrender their Trust 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 Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust CertificatesResidual Interest, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor. (d) Upon the dissolution of the Trust and the payment of all liabilities of the Trust in accordance with applicable law, the Trustee shall will cause the Certificate of Trust to be canceled cancelled by preparing, executing and filing a certificate of cancellation with the Secretary of State of the State of Delaware in accordance with the provisions of Section 3810 (or successor section3810(c) of the Delaware Statutory Trust StatuteAct or as otherwise required by the Delaware Statutory Trust Act. Upon the filing of such certificate of cancellation, at which time the Trust and Owner Trustee’s services under this Agreement (other than Article VIII) shall will simultaneously terminate. The Owner Trustee will deliver a file-stamped copy of such certificate of cancellation to the Indenture Administrator promptly upon such document becoming available following such filing.

Termination of Trust Agreement. (a) The Trust Issuer shall dissolve upon the earlier of (i) the optional redemption of the 2024-B Exchange Note by the Servicer in accordance with the terms of the 2024-B Servicing Supplement, (ii) the redemption of the 2024-B Exchange Note following the termination of the last remaining 2024-B Lease included in the 2024-B Reference Pool and the disposition of all remaining 2024-B Vehicles and (iii) the final distribution by the Trustee of all monies or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Sale and 2024-B Servicing Agreement Supplement and Article V. Five, including any payments due to the Noteholders, the Certificateholders and any other holders of securities issued under any supplemental indentures to the Indenture or amendments to this Agreement of all amounts required to be paid to them pursuant to such supplemental indentures or amendments. Neither the Transferor nor any Certificateholder shall be entitled to otherwise revoke, dissolve or terminate the Issuer. The bankruptcy, liquidation, dissolution, death or incapacity of any a Certificateholder shall not: not (xi) operate to dissolve or terminate this Agreement or the TrustIssuer, (yii) 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 Issuer or Owner Trust Estate or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a), neither the Depositor nor any Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution and termination of the TrustIssuer, specifying the Payment Date upon which the Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Owner Trustee by letter to Certificateholders mailed within five Business Days of receipt of notice of such anticipated dissolution termination from the Servicer given pursuant to Section 9.1(c) of the Sale and Servicing AgreementServicer, and such notice from the Trustee shall state: stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, applicable and that payments are being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent Owner Trustee shall cause to be distributed to Certificateholders Certificateholders, subject to Section 3808 of the Delaware Statutory Trust Act, amounts distributable on such Payment Date pursuant to Section 5.2. 5.01. (c) In the event that all of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written noticeSection 9.01(b), the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust 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 Trust Certificates, Certificates and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any Subject to applicable escheat laws, any funds remaining in the Trust Issuer after exhaustion of such remedies shall be distributed by the Owner Trustee to the DepositorServicer. (d) Upon the dissolution winding up of the Trust and Issuer by the payment of all liabilities of the Trust Transferor in accordance with applicable lawSection 3808 of the Delaware Statutory Trust Act, the Trustee Owner Trustee, at the expense and written direction of the Transferor shall cause the Certificate of Trust to be canceled cancelled by filing a certificate of cancellation with the Delaware Secretary of State in accordance with the provisions of Section 3810 (or successor section) of the Delaware Statutory Trust Statute, at which time Act and the Trust Issuer and this Agreement (other than Article VIIIEight) shall terminate.terminate and be of no further force or effect. ARTICLE TEN SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

Termination of Trust Agreement. (a) The Securitization Trust shall dissolve upon the final distribution by the Owner Trustee of all monies or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Sale and 2016-3 Servicing Agreement and Article V. Five hereof. Neither the Depositor nor any Trust Certificateholder shall be entitled to otherwise revoke, dissolve or terminate the Securitization Trust. The bankruptcy, liquidation, dissolution, death or incapacity of any Trust Certificateholder shall not: not (xi) operate to dissolve or terminate this Agreement or the Securitization Trust, (yii) entitle such Trust 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 Securitization Trust or Owner Trust Estate Estate, or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a), neither the Depositor nor any Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution of the Securitization Trust, specifying the Payment Date upon which the Trust Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Trustee Administrator by letter to the Owner Trustee and all Trust Certificateholders mailed within five (5) Business Days of receipt of a termination notice of such anticipated dissolution termination from the Servicer given pursuant to Section 9.1(c) of the Sale and Servicing AgreementServicer, and such notice from the Trustee shall state: stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Owner Trustee or the Paying Agent therein designated, (ii) the amount of any such final payment payment, and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Owner Trustee or the Paying Agent therein specified. The Trustee Administrator shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Trust Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Trust Certificateholders amounts distributable on such Payment Date pursuant to Section 5.2. In the event that all of the Trust Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Administrator shall so notify the Owner Trustee in writing and the Owner Trustee shall give a second written notice to the remaining Trust Certificateholders to surrender their Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust 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 Trust Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any Subject to applicable escheat laws, any funds remaining in the Securitization Trust after exhaustion of such remedies shall be distributed by the Trustee Paying Agent to the Depositor. (dc) Upon the dissolution completion of the Trust and the payment of all liabilities winding up of the Securitization Trust by the Administrator in accordance with applicable lawSection 3808 of the Statutory Trust Statute and at the written direction of the Depositor, the Trustee Owner Trustee, at the expense of the Depositor shall cause the Certificate of Trust to be canceled cancelled by filing a certificate of cancellation with the Delaware Secretary of State in accordance with the provisions of Section 3810 (or successor section) of the Statutory Trust Statute, at which time Statute and the Securitization Trust and this Agreement (other than Article VIIIEight) shall terminateterminate and be of no further force or effect.

Termination of Trust Agreement. (a) The Trust Issuer shall wind up, dissolve and terminate and this Agreement shall terminate (other than provisions hereof which by their terms survive termination) upon the final distribution by the Trustee Certificate Paying Agent of all monies moneys or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, the Sale and Servicing Agreement and Article V. V of this Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not: not (x) operate to dissolve or terminate this Agreement or the TrustIssuer, nor (y) entitle any such Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding Proceeding in any court for a partition or winding up of all or any part of the Trust Issuer or Trust Estate or nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a), neither the Depositor nor any Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution and termination of the TrustIssuer, specifying the Payment Date upon which the Certificateholders shall surrender their Trust Certificates to the Paying Agent Owner Trustee for payment of the final distribution and cancellation, shall be given promptly by the Owner Trustee to Certificateholders, and if the Owner Trustee is notified of a redemption of the Notes by letter the Administrator or the Issuer pursuant to Certificateholders Section 10.1(c) of the Indenture, such notice shall be mailed within five (5) Business Days of the Owner Trustee’s receipt of notice of such anticipated dissolution from the Servicer given pursuant to Section 9.1(c) of the Sale and Servicing Agreement, and such notice from the Trustee Issuer or Administrator. Each such notice to a Certificateholder shall state: state (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent Owner Trustee therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, applicable and that payments are being made only upon presentation and surrender of the Trust Certificates at the office of the 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 Trust Certificateseach Certificate, the Certificate Paying Agent shall cause to be distributed to Certificateholders such Certificateholders, subject to Section 3808 of the Delaware Statutory Trust Act, amounts distributable on such Payment Date pursuant to Section 5.2. Article V. (c) In the event that all any of the Certificateholders shall not surrender their Trust 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 Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all any of the Trust 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 Trust Certificates, Certificates and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any Subject to applicable escheat laws, any funds remaining in the Trust Estate after exhaustion of such remedies shall be distributed by the Trustee Certificate Paying Agent to the Depositor. (d) Upon the dissolution last Certificateholder of the Trust and the payment of all liabilities of the Trust record identified in accordance with applicable law, the 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 (or successor section) of the Trust Statute, at which time the Trust and this Agreement (other than Article VIII) shall terminateRegister for each such remaining Certificate.

Termination of Trust Agreement. (a) The Securitization Trust shall dissolve upon the final distribution by the Owner Trustee of all monies or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Sale and 2024-2 Servicing Agreement and Article V. Five hereof. Neither the Depositor nor any Trust Certificateholder shall be entitled to otherwise revoke, dissolve or terminate the Securitization Trust. The bankruptcy, liquidation, dissolution, death or incapacity of any Trust Certificateholder shall not: not (xi) operate to dissolve or terminate this Agreement or the Securitization Trust, (yii) entitle such Trust 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 Securitization Trust or Owner Trust Estate Estate, or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a), neither the Depositor nor any Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution of the Securitization Trust, specifying the Payment Date upon which the Trust Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Trustee Administrator by letter to the Owner Trustee and all Trust Certificateholders mailed within five (5) Business Days of receipt of a termination notice of such anticipated dissolution termination from the Servicer given pursuant to Section 9.1(c) of the Sale and Servicing AgreementServicer, and such notice from the Trustee shall state: stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Owner Trustee or the Paying Agent therein designated, (ii) the amount of any such final payment payment, and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Owner Trustee or the Paying Agent therein specified. The Trustee Administrator shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Trust Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Trust Certificateholders amounts distributable on such Payment Date pursuant to Section 5.2. In the event that all of the Trust Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Administrator shall so notify the Owner Trustee in writing and the Owner Trustee shall give a second written notice to the remaining Trust Certificateholders to surrender their Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust 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 Trust Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any Subject to applicable escheat laws, any funds remaining in the Securitization Trust after exhaustion of such remedies shall be distributed by the Trustee Paying Agent to the Depositor. (dc) Upon the dissolution completion of the Trust and the payment of all liabilities winding up of the Securitization Trust by the Administrator in accordance with applicable lawSection 3808 of the Statutory Trust Statute and at the written direction of the Depositor, the Trustee Owner Trustee, at the expense of the Depositor shall cause the Certificate of Trust to be canceled cancelled by filing a certificate of cancellation with the Delaware Secretary of State in accordance with the provisions of Section 3810 (or successor section) of the Statutory Trust Statute, at which time Statute and the Securitization Trust and this Agreement (other than Article VIIIEight) shall terminateterminate and be of no further force or effect.

Termination of Trust Agreement. (a) The This Agreement (other than the provisions of Article VIII) shall terminate and be of no further force or effect and the Trust shall dissolve wind up and dissolve, upon the final distribution by earlier of (i) the Trustee maturity or other liquidation of the last remaining Receivable and the disposition of any amounts received upon such maturity or liquidation and (ii) the payment to the Noteholders and the Certificateholders of all monies or other property or proceeds amounts required to be paid to them pursuant to the terms of the Trust Estate in accordance with the Indenture, the Sale and Servicing Agreement and Article V. The bankruptcyAny Insolvency Event, liquidation, dissolution, death or incapacity of with respect to any Certificateholder Certificateholder, shall not: neither (x) operate to dissolve or terminate this Agreement or 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 or 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 Business Trust Statute. (b) Except as provided in Section 9.1(a), neither Neither the Depositor nor any Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such anticipated dissolution termination from the Servicer given pursuant to Section 9.1(c) of the Sale and Servicing AgreementServicer, and such notice from the Trustee shall state: stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust 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 Trust 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 Trust Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Payment Date pursuant to Section 5.2. In the event that all of the Certificateholders shall not surrender their Trust 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 Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Trustee to the Depositor5. (d) Upon the dissolution of the Trust and the payment of all liabilities of the Trust in accordance with applicable law, the 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 (or successor section) of the Trust Statute, at which time the Trust and this Agreement (other than Article VIII) shall terminate.

Termination of Trust Agreement. (a) The Trust shall dissolve This Agreement (other than the provisions of Article VII) will terminate and be of no further force or effect and the Issuer will terminate, wind up and dissolve, upon the final distribution by earlier to occur of (i) the redemption of the 2013-B Exchange Note (following the termination of the last remaining Lease included in the 2013-B Reference Pool and the disposition of all remaining Leased Vehicles) or (ii) the payment to the Noteholders and any other holders of securities issued under any supplemental indentures or amendments to this Agreement, the Indenture Trustee and the Owner Trustee of all monies or other property or proceeds of the Trust Estate in accordance with amounts required to be paid to them pursuant to the Indenture, the Sale and Servicing Agreement Agreement, the Servicing Supplement and Article V. The bankruptcyIV. Any Insolvency Event, liquidation, dissolution, death liquidation or incapacity of any Certificateholder shall not: dissolution with respect to the Depositor will not (xA) operate to dissolve or terminate this Agreement or the TrustIssuer, (yB) entitle such Certificateholderthe Depositor’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 Issuer or the Trust or Trust Estate Property or (zC) otherwise affect the rights, obligations and liabilities of the parties heretoto this Agreement. Upon dissolution of the Issuer, the Owner Trustee will wind up the activities and affairs of the Issuer as required by Section 3808 of the Delaware Statutory Trust Act. (b) Except as provided in Section 9.1(a), neither the The Depositor nor any Certificateholder shall be entitled to dissolve, may not revoke or terminate the Trust; provided howeverIssuer, for unless it is the sake holder of clarity, no action is necessary by 100% of the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Residual Interest and in accordance with Section 9.1(a) to occur8.1(a). (c) Notice of any anticipated dissolution Upon termination of the TrustIssuer, specifying the Payment Date upon which the Certificateholders shall surrender their any remaining Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed within five Business Days of receipt of notice of such anticipated dissolution from the Servicer given pursuant to Section 9.1(c) of the Sale and Servicing Agreement, and such notice from the Trustee shall state: (i) the Payment Date upon which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein specified. The Trustee shall give such notice to the Certificate Registrar (if other than the Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to Property will be distributed to Certificateholders amounts distributable on such Payment Date pursuant to Section 5.2. In the event that all holder of the Certificateholders shall not surrender their Trust 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 Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust CertificatesResidual Interest, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor. (d) Upon the dissolution of the Trust and the payment of all liabilities of the Trust in accordance with applicable law, the Trustee shall will cause the Certificate of Trust to be canceled cancelled by preparing, executing and filing a certificate of cancellation with the Secretary of State of the State of Delaware in accordance with the provisions of Section 3810 (or successor section3810(c) of the Delaware Statutory Trust StatuteAct or as otherwise required by the Delaware Statutory Trust Act. Upon the filing of such certificate of cancellation, at which time the Trust and Owner Trustee’s services under this Agreement (other than Article VIII) shall will simultaneously terminate. The Owner Trustee will deliver a file-stamped copy of such certificate of cancellation to the Indenture Administrator promptly upon such document becoming available following such filing.

Termination of Trust Agreement. (a) The Trust shall dissolve This Agreement (other than the provisions of Article VII) will terminate and be of no further force or effect and the Issuer will terminate, wind up and dissolve, upon the final distribution by earlier to occur of (i) the last remaining Receivable is paid in full, settled, sold or charged off and any amounts received are applied or (ii) the payment to the Noteholders and any other holders of securities issued under any supplemental indentures or amendments to this Agreement, the Indenture Trustee and the Owner Trustee of all monies or other property or proceeds of the Trust Estate in accordance with amounts required to be paid to them pursuant to the Indenture, the Sale and Servicing Agreement and Article V. The bankruptcyIV. Any Insolvency Event, liquidation, dissolution, death liquidation or incapacity of any Certificateholder shall not: dissolution with respect to the Depositor will not (xA) operate to dissolve or terminate this Agreement or the TrustIssuer, (yB) entitle such Certificateholder’s the Depositor'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 Issuer or the Trust or Trust Estate Property or (zC) otherwise affect the rights, obligations and liabilities of the parties heretoto this Agreement. Upon dissolution of the Issuer, the Owner Trustee will wind up the activities and affairs of the Issuer as required by Section 3808 of the Delaware Statutory Trust Act. (b) Except as provided in Section 9.1(a), neither the The Depositor nor any Certificateholder shall be entitled to dissolve, may not revoke or terminate the Trust; provided howeverIssuer, for unless it is the sake holder of clarity, no action is necessary by 100% of the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Residual Interest and in accordance with Section 9.1(a) to occur8.1(a). (c) Notice of any anticipated dissolution Upon termination of the TrustIssuer, specifying the Payment Date upon which the Certificateholders shall surrender their any remaining Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed within five Business Days of receipt of notice of such anticipated dissolution from the Servicer given pursuant to Section 9.1(c) of the Sale and Servicing Agreement, and such notice from the Trustee shall state: (i) the Payment Date upon which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein specified. The Trustee shall give such notice to the Certificate Registrar (if other than the Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to Property will be distributed to Certificateholders amounts distributable on such Payment Date pursuant to Section 5.2. In the event that all holder of the Certificateholders shall not surrender their Trust 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 Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust CertificatesResidual Interest, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor. (d) Upon the dissolution of the Trust and the payment of all liabilities of the Trust in accordance with applicable law, the Trustee shall will cause the Certificate of Trust to be canceled cancelled by preparing, executing and filing a certificate of cancellation with the Secretary of State of the State of Delaware in accordance with the provisions of Section 3810 (or successor section3810(c) of the Delaware Statutory Trust StatuteAct or as otherwise required by the Delaware Statutory Trust Act. Upon the filing of such certificate of cancellation, at which time the Trust and Owner Trustee's services under this Agreement (other than Article VIII) shall will simultaneously terminate. The Owner Trustee will deliver a file-stamped copy of such certificate of cancellation to the Administrator promptly upon such document becoming available following such filing.

Termination of Trust Agreement. (a) The Securitization Trust shall dissolve upon the final distribution by the Owner Trustee of all monies or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Sale and 2015-2 Servicing Agreement and Article V. Five hereof. Neither the Depositor nor any Trust Certificateholder shall be entitled to otherwise revoke, dissolve or terminate the Securitization Trust. The bankruptcy, liquidation, dissolution, death or incapacity of any Trust Certificateholder shall not: not (xi) operate to dissolve or terminate this Agreement or the Securitization Trust, (yii) entitle such Trust 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 Securitization Trust or Owner Trust Estate Estate, or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a), neither the Depositor nor any Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution of the Securitization Trust, specifying the Payment Date upon which the Trust Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Trustee Administrator by letter to the Owner Trustee and all Trust Certificateholders mailed within five (5) Business Days of receipt of a termination notice of such anticipated dissolution termination from the Servicer given pursuant to Section 9.1(c) of the Sale and Servicing AgreementServicer, and such notice from the Trustee shall state: stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Owner Trustee or the Paying Agent therein designated, (ii) the amount of any such final payment payment, and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Owner Trustee or the Paying Agent therein specified. The Trustee Administrator shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Trust Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Trust Certificateholders amounts distributable on such Payment Date pursuant to Section 5.2. In the event that all of the Trust Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Administrator shall so notify the Owner Trustee in writing and the Owner Trustee shall give a second written notice to the remaining Trust Certificateholders to surrender their Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust 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 Trust Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any Subject to applicable escheat laws, any funds remaining in the Securitization Trust after exhaustion of such remedies shall be distributed by the Trustee Paying Agent to the Depositor. (dc) Upon the dissolution completion of the Trust and the payment of all liabilities winding up of the Securitization Trust by the Administrator in accordance with applicable lawSection 3808 of the Statutory Trust Statute and at the written direction of the Depositor, the Trustee Owner Trustee, at the expense of the Depositor shall cause the Certificate of Trust to be canceled cancelled by filing a certificate of cancellation with the Delaware Secretary of State in accordance with the provisions of Section 3810 (or successor section) of the Statutory Trust Statute, at which time Statute and the Securitization Trust and this Agreement (other than Article VIIIEight) shall terminateterminate and be of no further force or effect.

Termination of Trust Agreement. (a) The Titling Trust shall will dissolve upon the final distribution by the Trustee Titling Trust Administrator of all monies moneys or other property or proceeds constituting Titling Trust Assets. Any Specified Interest may be terminated upon receipt by the Titling Trust Administrator of direction to such effect signed by the Holders of all of the Trust Estate in accordance related Certificates, with the Indentureconsent of the Registered Pledgee, if any, and subject to the rights of any Titling Trust Noteholders. Upon any such termination of a Specified Interest, the Sale and Servicing Agreement and Article V. The bankruptcyTitling Trust Administrator will distribute to the Holders of the Certificates related to the terminating Specified Interest, liquidation, dissolution, death or incapacity subject to the rights of any Certificateholder shall not: (x) operate Registered Pledgees and of any Titling Trust Noteholders, all related Specified Assets, including title to the related Specified Vehicles, by causing the Certificates of Title with respect thereto to be reregistered in the name of, or at the direction of, such Holders. The Titling Trust may also dissolve at the direction of the Initial Beneficiary so long as no Securities or terminate Undertakings are outstanding. Neither this Agreement or nor the TrustTitling Trust will terminate upon the occurrence of an Insolvency Event with respect to any Holder and the Titling Trust will continue following the occurrence of an Insolvency Event with respect to any Holder, (y) entitle such Certificateholder’s legal representatives or heirs in each case, subject to claim an accounting or to take any action or proceeding in any court for a partition or winding up the first paragraph of all or any part of the Trust or Trust Estate or (z) otherwise affect the rights, obligations and liabilities of the parties heretothis Section 8.1(a). (b) Except as provided in Section 9.1(a), neither the Depositor nor any Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed within five Business Days of receipt of notice of such anticipated dissolution from the Servicer given pursuant to Section 9.1(c) of the Sale and Servicing Agreement, and such notice from the Trustee shall state: (i) the Payment Date upon which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein specified. The Trustee shall give such notice to the Certificate Registrar (if other than the Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Payment Date pursuant to Section 5.2. In the event that all of the Certificateholders shall not surrender their Trust 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 Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Trustee to the Depositor. (d) Upon the dissolution of the Titling Trust, the Titling Trust Administrator will (i) windup the assets and the payment of all liabilities of the Trust in accordance with applicable lawthe Delaware Act and (ii) distribute to each Holder of a Certificate its interest in the related Specified Assets by causing the Certificates of Title to be reregistered in the name of, or at the direction of, each such Holder. (c) Upon written direction (and, if so requested by the Trustee, confirmation by the Titling Trust Administrator of the completion of dissolution and windup of the Trust in accordance with the Delaware Statutory Trust Act), and at the expense of the Titling Trust Administrator, the Trustee shall cause execute and file a certificate of cancellation of the Certificate of Trust to be canceled by and upon the effectiveness of such filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 (or successor section) of the Trust Statute, at which time the Trust and this Agreement shall terminate (other than Article VIII) shall terminateprovisions which expressly survive termination).

Termination of Trust Agreement. (a) The This Agreement (other than Article VIII) and the Trust shall dissolve terminate and be of no further force or effect upon the completion of winding up the Trust after its dissolution, which dissolution shall occur immediately prior to the final distribution by the Owner Trustee or Paying Agent of all monies or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, the Sale and Servicing Agreement Exchange Note Transfer Agreement, and Article V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not: not (x) operate to dissolve or terminate this Agreement or the Trust, Trust or (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 Trust Estate or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a9.01(a), neither the Depositor nor any Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Trustee Paying Agent by letter to Certificateholders mailed transmitted within five Business Days of receipt of actual notice of such anticipated dissolution termination from the Servicer given pursuant to Section 9.1(c15.1(b) of the Sale and Exchange Note Servicing AgreementSupplement, and such notice from the Trustee shall state: stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, and, as a result, payments being will be made only upon presentation and surrender of the Trust Certificates by Certificateholders at the office of the Paying Agent therein specified. The Trustee Paying Agent shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent Owner Trustee at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Payment Date pursuant to Section 5.25.02. In the event that all of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above above-mentioned written notice, the Trustee Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Owner Trustee or Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust Estate after exhaustion of such remedies shall be distributed by the Owner Trustee to the DepositorDepositor subject to applicable escheat laws. (d) Upon the dissolution of the Trust and the payment of all liabilities of the Trust in accordance with applicable law, the 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 (or successor section) of the Trust Statute, at which time the Trust and this Agreement (other than Article VIII) shall terminate.

Termination of Trust Agreement. (a) The Securitization Trust shall dissolve upon the final distribution by the Owner Trustee of all monies or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Sale and 2020-2 Servicing Agreement and Article V. Five hereof. Neither the Depositor nor any Trust Certificateholder shall be entitled to otherwise revoke, dissolve or terminate the Securitization Trust. The bankruptcy, liquidation, dissolution, death or incapacity of any Trust Certificateholder shall not: not (xi) operate to dissolve or terminate this Agreement or the Securitization Trust, (yii) entitle such Trust 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 Securitization Trust or Owner Trust Estate Estate, or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a), neither the Depositor nor any Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution of the Securitization Trust, specifying the Payment Date upon which the Trust Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Trustee Administrator by letter to the Owner Trustee and all Trust Certificateholders mailed within five (5) Business Days of receipt of a termination notice of such anticipated dissolution termination from the Servicer given pursuant to Section 9.1(c) of the Sale and Servicing AgreementServicer, and such notice from the Trustee shall state: stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Owner Trustee or the Paying Agent therein designated, (ii) the amount of any such final payment payment, and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Owner Trustee or the Paying Agent therein specified. The Trustee Administrator shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Trust Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Trust Certificateholders amounts distributable on such Payment Date pursuant to Section 5.2. In the event that all of the Trust Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Administrator shall so notify the Owner Trustee in writing and the Owner Trustee shall give a second written notice to the remaining Trust Certificateholders to surrender their Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust 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 Trust Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any Subject to applicable escheat laws, any funds remaining in the Securitization Trust after exhaustion of such remedies shall be distributed by the Trustee Paying Agent to the Depositor. (dc) Upon the dissolution completion of the Trust and the payment of all liabilities winding up of the Securitization Trust by the Administrator in accordance with applicable lawSection 3808 of the Statutory Trust Statute and at the written direction of the Depositor, the Trustee Owner Trustee, at the expense of the Depositor shall cause the Certificate of Trust to be canceled cancelled by filing a certificate of cancellation with the Delaware Secretary of State in accordance with the provisions of Section 3810 (or successor section) of the Statutory Trust Statute, at which time Statute and the Securitization Trust and this Agreement (other than Article VIIIEight) shall terminateterminate and be of no further force or effect.

Termination of Trust Agreement. (a) The Securitization Trust shall dissolve upon the final distribution by the Owner Trustee of all monies or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Sale and 2020-3 Servicing Agreement and Article V. Five hereof. Neither the Depositor nor any Trust Certificateholder shall be entitled to otherwise revoke, dissolve or terminate the Securitization Trust. The bankruptcy, liquidation, dissolution, death or incapacity of any Trust Certificateholder shall not: not (xi) operate to dissolve or terminate this Agreement or the Securitization Trust, (yii) entitle such Trust 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 Securitization Trust or Owner Trust Estate Estate, or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a), neither the Depositor nor any Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution of the Securitization Trust, specifying the Payment Date upon which the Trust Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Trustee Administrator by letter to the Owner Trustee and all Trust Certificateholders mailed within five (5) Business Days of receipt of a termination notice of such anticipated dissolution termination from the Servicer given pursuant to Section 9.1(c) of the Sale and Servicing AgreementServicer, and such notice from the Trustee shall state: stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Owner Trustee or the Paying Agent therein designated, (ii) the amount of any such final payment payment, and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Owner Trustee or the Paying Agent therein specified. The Trustee Administrator shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Trust Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Trust Certificateholders amounts distributable on such Payment Date pursuant to Section 5.2. In the event that all of the Trust Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Administrator shall so notify the Owner Trustee in writing and the Owner Trustee shall give a second written notice to the remaining Trust Certificateholders to surrender their Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust 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 Trust Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any Subject to applicable escheat laws, any funds remaining in the Securitization Trust after exhaustion of such remedies shall be distributed by the Trustee Paying Agent to the Depositor. (dc) Upon the dissolution completion of the Trust and the payment of all liabilities winding up of the Securitization Trust by the Administrator in accordance with applicable lawSection 3808 of the Statutory Trust Statute and at the written direction of the Depositor, the Trustee Owner Trustee, at the expense of the Depositor shall cause the Certificate of Trust to be canceled cancelled by filing a certificate of cancellation with the Delaware Secretary of State in accordance with the provisions of Section 3810 (or successor section) of the Statutory Trust Statute, at which time Statute and the Securitization Trust and this Agreement (other than Article VIIIEight) shall terminateterminate and be of no further force or effect.

Termination of Trust Agreement. (a) The Securitization Trust shall dissolve upon the final distribution by the Owner Trustee of all monies or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Sale and 2022-2 Servicing Agreement and Article V. Five hereof. Neither the Depositor nor any Trust Certificateholder shall be entitled to otherwise revoke, dissolve or terminate the Securitization Trust. The bankruptcy, liquidation, dissolution, death or incapacity of any Trust Certificateholder shall not: not (xi) operate to dissolve or terminate this Agreement or the Securitization Trust, (yii) entitle such Trust 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 Securitization Trust or Owner Trust Estate Estate, or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a), neither the Depositor nor any Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution of the Securitization Trust, specifying the Payment Date upon which the Trust Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Trustee Administrator by letter to the Owner Trustee and all Trust Certificateholders mailed within five (5) Business Days of receipt of a termination notice of such anticipated dissolution termination from the Servicer given pursuant to Section 9.1(c) of the Sale and Servicing AgreementServicer, and such notice from the Trustee shall state: stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Owner Trustee or the Paying Agent therein designated, (ii) the amount of any such final payment payment, and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Owner Trustee or the Paying Agent therein specified. The Trustee Administrator shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Trust Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Trust Certificateholders amounts distributable on such Payment Date pursuant to Section 5.2. In the event that all of the Trust Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Administrator shall so notify the Owner Trustee in writing and the Owner Trustee shall give a second written notice to the remaining Trust Certificateholders to surrender their Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust 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 Trust Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any Subject to applicable escheat laws, any funds remaining in the Securitization Trust after exhaustion of such remedies shall be distributed by the Trustee Paying Agent to the Depositor. (dc) Upon the dissolution completion of the Trust and the payment of all liabilities winding up of the Securitization Trust by the Administrator in accordance with applicable lawSection 3808 of the Statutory Trust Statute and at the written direction of the Depositor, the Trustee Owner Trustee, at the expense of the Depositor shall cause the Certificate of Trust to be canceled cancelled by filing a certificate of cancellation with the Delaware Secretary of State in accordance with the provisions of Section 3810 (or successor section) of the Statutory Trust Statute, at which time Statute and the Securitization Trust and this Agreement (other than Article VIIIEight) shall terminateterminate and be of no further force or effect.

Termination of Trust Agreement. (a) The Securitization Trust shall dissolve upon the final distribution by the Owner Trustee of all monies or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Sale and 2020-1 Servicing Agreement and Article V. Five hereof. Neither the Depositor nor any Trust Certificateholder shall be entitled to otherwise revoke, dissolve or terminate the Securitization Trust. The bankruptcy, liquidation, dissolution, death or incapacity of any Trust Certificateholder shall not: not (xi) operate to dissolve or terminate this Agreement or the Securitization Trust, (yii) entitle such Trust 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 Securitization Trust or Owner Trust Estate Estate, or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a), neither the Depositor nor any Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution of the Securitization Trust, specifying the Payment Date upon which the Trust Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Trustee Administrator by letter to the Owner Trustee and all Trust Certificateholders mailed within five (5) Business Days of receipt of a termination notice of such anticipated dissolution termination from the Servicer given pursuant to Section 9.1(c) of the Sale and Servicing AgreementServicer, and such notice from the Trustee shall state: stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Owner Trustee or the Paying Agent therein designated, (ii) the amount of any such final payment payment, and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Owner Trustee or the Paying Agent therein specified. The Trustee Administrator shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Trust Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Trust Certificateholders amounts distributable on such Payment Date pursuant to Section 5.2. In the event that all of the Trust Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Administrator shall so notify the Owner Trustee in writing and the Owner Trustee shall give a second written notice to the remaining Trust Certificateholders to surrender their Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust 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 Trust Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any Subject to applicable escheat laws, any funds remaining in the Securitization Trust after exhaustion of such remedies shall be distributed by the Trustee Paying Agent to the Depositor. (dc) Upon the dissolution completion of the Trust and the payment of all liabilities winding up of the Securitization Trust by the Administrator in accordance with applicable lawSection 3808 of the Statutory Trust Statute and at the written direction of the Depositor, the Trustee Owner Trustee, at the expense of the Depositor shall cause the Certificate of Trust to be canceled cancelled by filing a certificate of cancellation with the Delaware Secretary of State in accordance with the provisions of Section 3810 (or successor section) of the Statutory Trust Statute, at which time Statute and the Securitization Trust and this Agreement (other than Article VIIIEight) shall terminateterminate and be of no further force or effect.

Termination of Trust Agreement. (a) The Trust shall dissolve upon This Agreement (other than the final distribution by provisions of Article VII) will terminate and be of no further force or effect and the Issuer will terminate, wind up and dissolve, on the earlier to occur of (i) the redemption of the 2015-A Exchange Note (following the termination of the last remaining Lease included in the 2015-A Reference Pool and the disposition of all remaining Leased Vehicles) or (ii) the payment to the Noteholders and any other holders of securities issued under any supplemental indentures or amendments to this Agreement, the Indenture Trustee and the Owner Trustee of all monies or other property or proceeds of the Trust Estate in accordance with amounts required to be paid to them under the Indenture, the Sale and Servicing Agreement Agreement, the Servicing Supplement and Article V. The bankruptcyIV. Any Insolvency Event, liquidation, dissolution, death liquidation or incapacity dissolution of any Certificateholder shall not: the Depositor will not (xA) operate to dissolve or terminate this Agreement or the TrustIssuer, (yB) entitle such Certificateholderthe Depositor’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 Issuer or the Trust or Trust Estate Property or (zC) otherwise affect the rights, obligations and liabilities of the parties heretoto this Agreement. On dissolution of the Issuer, the Owner Trustee will wind up the activities and affairs of the Issuer as required by Section 3808 of the Delaware Statutory Trust Act. (b) Except as provided in Section 9.1(a), neither the The Depositor nor any Certificateholder shall be entitled to dissolve, may not revoke or terminate the Trust; provided howeverIssuer, for unless it is the sake holder of clarity, no action is necessary by 100% of the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Residual Interest and in accordance with Section 9.1(a) to occur8.1(a). (c) Notice of any anticipated dissolution On termination of the TrustIssuer, specifying the Payment Date upon which the Certificateholders shall surrender their any remaining Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed within five Business Days of receipt of notice of such anticipated dissolution from the Servicer given pursuant to Section 9.1(c) of the Sale and Servicing Agreement, and such notice from the Trustee shall state: (i) the Payment Date upon which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein specified. The Trustee shall give such notice to the Certificate Registrar (if other than the Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to Property will be distributed to Certificateholders amounts distributable on such Payment Date pursuant to Section 5.2. In the event that all holder of the Certificateholders shall not surrender their Trust 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 Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust CertificatesResidual Interest, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor. (d) Upon the dissolution of the Trust and the payment of all liabilities of the Trust in accordance with applicable law, the Trustee shall will cause the Certificate of Trust to be canceled cancelled by preparing, executing and filing a certificate of cancellation with the Secretary of State of the State of Delaware in accordance with the provisions of Section 3810 (or successor section3810(c) of the Delaware Statutory Trust StatuteAct or as otherwise required by the Delaware Statutory Trust Act. On the filing of the certificate of cancellation, at which time the Trust and Owner Trustee’s services under this Agreement (other than Article VIII) shall will simultaneously terminate. The Owner Trustee will deliver a file-stamped copy of the certificate of cancellation to the Indenture Administrator promptly on the document becoming available following the filing.

Termination of Trust Agreement. (a) The Trust Issuer shall dissolve upon the earlier of (i) the optional redemption of the 2018-B Exchange Note by the Servicer in accordance with the terms of the 2018-B Servicing Supplement, (ii) the redemption of the 2018-B Exchange Note following the termination of the last remaining 2018-B Lease included in the 2018-B Reference Pool and the disposition of all remaining 2018-B Vehicles and (iii) the final distribution by the Trustee of all monies or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Sale and 2018-B Servicing Agreement Supplement and Article V. Five, including any payments due to the Noteholders, the Certificateholders and any other holders of securities issued under any supplemental indentures to the Indenture or amendments to this Agreement of all amounts required to be paid to them pursuant to such supplemental indentures or amendments. Neither the Transferor nor the Certificateholder shall be entitled to otherwise revoke, dissolve or terminate the Issuer. The bankruptcy, liquidation, dissolution, death or incapacity of any the Certificateholder shall not: not (xi) operate to dissolve or terminate this Agreement or the TrustIssuer, (yii) entitle such the 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 Issuer or Owner Trust Estate or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a), neither the Depositor nor any Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution and termination of the TrustIssuer, specifying the Payment Date upon which the Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Owner Trustee by letter to Certificateholders mailed within five Business Days of receipt of notice of such anticipated dissolution termination from the Servicer given pursuant to Section 9.1(c) of the Sale and Servicing AgreementServicer, and such notice from the Trustee shall state: stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent Owner Trustee therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, applicable and that payments are being made only upon presentation and surrender of the Trust Certificates at the office of the 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 Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent Owner Trustee shall cause to be distributed to Certificateholders Certificateholders, subject to Section 3808 of the Delaware Statutory Trust Act, amounts distributable on such Payment Date pursuant to Section 5.2. 5.01. (c) In the event that all of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written noticeSection 9.01(b), the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust 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 Trust Certificates, Certificates and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any Subject to applicable escheat laws, any funds remaining in the Trust Issuer after exhaustion of such remedies shall be distributed by the Owner Trustee to the DepositorServicer. (d) Upon the dissolution winding up of the Trust and the payment of all liabilities of the Trust Issuer in accordance with applicable lawSection 3808 of the Delaware Statutory Trust Act, the Trustee Owner Trustee, at the expense and direction of the Transferor shall cause the Certificate of Trust to be canceled cancelled by filing a certificate of cancellation with the Delaware Secretary of State in accordance with the provisions of Section 3810 (or successor section) of the Delaware Statutory Trust Statute, at which time Act and the Trust Issuer and this Agreement (other than Article VIIIEight) shall terminateterminate and be of no further force or effect.

Termination of Trust Agreement. (a) The Trust shall dissolve upon be dissolved immediately prior to the final distribution by the Owner Trustee or Paying Agent of all monies or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Sale and Servicing Agreement Agreement[, the Interest Rate Swaps] and Article V. V [and the termination of the Grantor Trust], and the Administrator shall wind up the affairs of the Trust in the manner contemplated by Section 3808 of the Statutory Trust Act. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not: not (x) operate to dissolve or terminate this Agreement or the Trust, Trust or (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 or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a9.01(a), neither the Depositor nor any Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Trustee Paying Agent by letter to Certificateholders mailed transmitted within five Business Days of receipt of actual notice of such anticipated dissolution termination from the Servicer given pursuant to Section 9.1(c9.01(b) of the Sale and Servicing Agreement, and such notice from the Trustee shall state: stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, and, as a result, payments being will be made only upon presentation and surrender of the Trust Certificates by Certificateholders at the office of the Paying Agent therein specified. The Trustee Paying Agent shall give such notice to the Certificate Registrar (if other than the Indenture Trustee) and the Paying Agent Owner Trustee at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Payment Date pursuant to Section 5.25.02. In the event that all of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above above-mentioned written notice, the Trustee Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Owner Trustee or Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Owner Trust Estate after exhaustion of such remedies shall be distributed by the Trustee Paying Agent to the DepositorDepositor subject to applicable escheat laws. (d) Upon the dissolution winding up of the Trust and receipt of written instruction from and at the payment of all liabilities expense of the Trust in accordance with applicable lawAdministrator, the Owner Trustee shall cause the Certificate of Trust to be canceled cancelled by filing a certificate of cancellation (as provided to it) with the Secretary of State of the State of Delaware in accordance with the provisions of Section 3810 (or successor section) of the Statutory Trust Statute, at which time Act and thereupon the Trust and this Trust Agreement (other than Article VIII) shall terminateterminate and be of no further force or effect.

Termination of Trust Agreement. (a) The Trust Issuer shall dissolve upon the earlier of (i) the optional redemption of the 2012-A Exchange Note by the Servicer in accordance with the terms of the 2012-A Servicing Supplement, (ii) the redemption of the 2012-A Exchange Note following the termination of the last remaining 2012-A Lease included in the 2012-A Reference Pool and the disposition of all remaining 2012-A Vehicles and (iii) the final distribution by the Trustee of all monies or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Sale and 2012-A Servicing Agreement Supplement and Article V. Five, including any payments due to the Noteholders, the Certificateholders and any other holders of securities issued under any supplemental indentures to the Indenture or amendments to this Agreement of all amounts required to be paid to them pursuant to such supplemental indentures or amendments. Neither the Transferor nor the Certificateholder shall be entitled to otherwise revoke, dissolve or terminate the Issuer. The bankruptcy, liquidation, dissolution, death or incapacity of any the Certificateholder shall not: not (xi) operate to dissolve or terminate this Agreement or the TrustIssuer, (yii) entitle such the 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 Issuer or Owner Trust Estate or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a), neither the Depositor nor any Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution and termination of the TrustIssuer, specifying the Payment Date upon which the Certificateholders shall surrender their Trust Certificates to the Paying Agent Owner Trustee for payment of the final distribution and cancellation, shall be given promptly by the Owner Trustee by letter to Certificateholders mailed within five Business Days of receipt of notice of such anticipated dissolution termination from the Servicer given pursuant to Section 9.1(c) of the Sale and Servicing AgreementServicer, and such notice from the Trustee shall state: stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent Owner Trustee therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, applicable and that payments are being made only upon presentation and surrender of the Trust Certificates at the office of the 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 Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent Owner Trustee shall cause to be distributed to Certificateholders Certificateholders, subject to Section 3808 of the Delaware Statutory Trust Act, amounts distributable on such Payment Date pursuant to Section 5.2. 5.01. (c) In the event that all of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written noticeSection 9.01(b), the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust 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 Trust Certificates, Certificates and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any Subject to applicable escheat laws, any funds remaining in the Trust Issuer after exhaustion of such remedies shall be distributed by the Owner Trustee to the DepositorServicer. (d) Upon the dissolution winding up of the Trust and the payment of all liabilities of the Trust Issuer in accordance with applicable lawSection 3808 of the Delaware Statutory Trust Act, the Trustee Owner Trustee, at the expense and direction of the Transferor shall cause the Certificate of Trust to be canceled cancelled by filing a certificate of cancellation with the Delaware Secretary of State in accordance with the provisions of Section 3810 (or successor section) of the Delaware Statutory Trust Statute, at which time Act and the Trust Issuer and this Agreement (other than Article VIIIEight) shall terminate.terminate and be of no further force or effect. ARTICLE TEN SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

Termination of Trust Agreement. (a) The This Trust Agreement (other than this Article VIII) and the Trust shall dissolve terminate and be of no further force or effect upon the final distribution by the Trustee of all monies moneys or other property or proceeds of the Trust Estate in accordance with the Indenture, terms of the Sale Indenture and Servicing Agreement and Article V. this Trust Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not: not (xi) operate to dissolve or terminate this Trust Agreement or the Trust, (yii) entitle such Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding Proceeding in any court for a partition or winding up of all or any part of the Trust or the Trust Estate or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a8.01(a), neither the Depositor nor any Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution termination of the Trust, specifying the Payment Date upon on which the Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution thereon and cancellationcancellation thereof, shall be given promptly by the Trustee Certificate Paying Agent by letter to the Certificateholders mailed within five Business Days of receipt of notice of such anticipated dissolution termination from the Servicer given pursuant to Section 9.1(c) of the Sale and Servicing AgreementOwner Trustee, and such notice from the Trustee shall state: stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein specified. The Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and the Certificate Registrar (if other than the Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Payment Date pursuant to Section 5.25.01. In the event that all of the Certificateholders shall not surrender have surrendered their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Trustee Certificate Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and to receive the final distribution with respect thereto. If Subject to applicable laws with respect to escheat of funds, if within one year after following the second notice Payment Date on which final payment of the Certificates was to have been made pursuant to Section 3.10, all the Trust Certificates shall not have been surrendered for cancellation, the Trustee Certificate Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Trust Agreement. Any funds remaining in the Trust Distribution Account after exhaustion of such remedies shall be distributed by the Trustee Certificate Paying Agent to the DepositorCertificateholder of the majority of the Percentage Interest of the Certificates of the Class with respect to which such amounts are due. (d) Upon the dissolution winding up of the Trust and the payment of all liabilities of the Trust in accordance with applicable lawits termination, the Owner Trustee shall cause the Certificate of Trust to be canceled cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 (or successor section3810(c) of the Statutory Trust Statute, at which time the Trust and this Agreement (other than Article VIII) shall terminate.