Common use of Termination of Trust Agreement Clause in Contracts

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) and the Trust shall terminate and be of no further force or effect upon the final distribution by the Owner Trustee of all 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 5. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (i) operate to terminate this Agreement or the Trust, (ii) 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 (iii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 of the Sale and Servicing Agreement, 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 cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. 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 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 winding up of the Trust and the written instructions of the Depositor, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminate.

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) and the The Trust shall terminate and be dissolve in accordance with Section 3808 of no further force or effect upon the Statutory Trust Act immediately prior to the final distribution by the Owner Trustee of all moneys monies or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Trust Sale and Servicing Agreement (including the exercise by the Servicer of its option to purchase the Receivables pursuant to Section 8.01(a) of the Trust Sale and Servicing Agreement) and Article 5. V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (ix) operate to terminate this Agreement or the Trust, (iiy) 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 (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither Neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the TrustTrust or this Agreement. (c) Notice Subject to Section 5.2(a), notice of any termination dissolution 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 by the Owner Trustee by letter to the Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 8.01(c) of the Trust Sale and Servicing Agreement, stating 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 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 the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.02. In the event that 5.2. (d) If 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 noticenotice referred to 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 receive the final distribution with respect thereto. If within one (1) 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 Trust after exhaustion of such remedies in the preceding sentence shall be deemed property of the Depositor and distributed by the Owner Trustee to the Depositor, subject and the Owner Trustee shall have no further liability to applicable escheat lawsthe Certificateholders with respect thereto. (de) Upon the winding up and termination of the Trust in accordance with Section 3808 of the Statutory Trust Act and this Section 7.1 at the written instructions direction and expense of the DepositorCertificateholders, the Owner Trustee shall cause the Certificate of Trust to be cancelled canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act. Thereupon the Trust and Thereupon, this Agreement (other than Article 8) Sections 6.9, 9.8 and 9.9) and the Trust shall terminate.

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) and the The Trust shall terminate and be of no further force or effect upon dissolved immediately prior to the final distribution by the Owner Trustee or Paying Agent of all moneys 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 5. V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (ix) operate to terminate this Agreement or the Trust, Trust or (iiy) 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 (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee Paying Agent by letter to the Certificateholders mailed within five Business Days of receipt of actual notice of such termination from the Servicer given pursuant to Section 9.01 9.01(b) of the Sale and Servicing Agreement, 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 Owner Trustee Paying Agent shall give such notice to the Certificate Registrar (if other than the Owner Indenture Trustee) and the Paying Agent Owner Trustee at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. 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 Owner Trustee Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and 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 Owner Trustee Paying Agent to the Depositor, Depositor subject to applicable escheat laws. (d) Upon the winding up of the Trust and receipt of written instruction from and at the written instructions expense of the DepositorAdministrator, the Owner Trustee shall cause the Certificate of Trust to be 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 of the Statutory Trust Act. Thereupon Act and thereupon the Trust and this Trust Agreement (other than Article 8) VIII) shall terminateterminate and be of no further force or effect.

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) and the The Trust shall terminate and be of no further force or effect upon dissolved immediately prior to the final distribution by the Owner Trustee or Paying Agent of all moneys 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, if any, and Article 5. V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (ix) operate to terminate this Agreement or the Trust, Trust or (iiy) 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 (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee Paying Agent by letter to the Certificateholders mailed within five Business Days of receipt of actual notice of such termination from the Servicer given pursuant to Section 9.01 9.01(b) of the Sale and Servicing Agreement, 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 Owner Trustee Paying Agent shall give such notice to the Certificate Registrar (if other than the Owner Indenture Trustee) and the Paying Agent Owner Trustee at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. 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 Owner Trustee Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and 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 Owner Trustee Paying Agent to the Depositor, Depositor subject to applicable escheat laws. (d) Upon the winding up of the Trust and receipt of written instruction from the written instructions of the DepositorAdministrator, the Owner Trustee shall cause the Certificate of Trust to be 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 of the Statutory Trust Act. Thereupon Act and thereupon the Trust and this Trust Agreement (other than Article 8) VIII) shall terminateterminate and be of no further force or effect.

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) and the The Trust shall terminate and be of no further force or effect upon dissolved immediately prior to the final distribution by the Owner Trustee or Paying Agent of all moneys 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 5. V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (ix) operate to terminate this Agreement or the Trust, Trust or (iiy) 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 (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee Paying Agent by letter to the Certificateholders mailed within five Business Days of receipt of actual notice of such termination from the Servicer given pursuant to Section 9.01 9.01(b) of the Sale and Servicing Agreement, 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 Owner Trustee Paying Agent shall give such notice to the Certificate Registrar (if other than the Owner Indenture Trustee) and the Paying Agent Owner Trustee at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. 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 Owner Trustee Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and 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 Owner Trustee Paying Agent to the Depositor, Depositor subject to applicable escheat laws. (d) Upon the winding up of the Trust and receipt of written instruction from the written instructions of the DepositorAdministrator, the Owner Trustee shall cause the Certificate of Trust to be 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 of the Statutory Trust Act. Thereupon Act and thereupon the Trust and this Trust Agreement (other than Article 8) VIII) shall terminateterminate and be of no further force or effect.

Termination of Trust Agreement. (a) This Trust Agreement (other than Section 5.05 and this Article 8) VIII) and the Trust shall terminate and be of no further force or effect upon the final distribution by the Owner Trustee of all moneys or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, the Sale Indenture and Servicing Agreement and Article 5this Trust Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (i) operate to terminate this Trust Agreement or the Trust, (ii) 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 (iii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a8.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon on which Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution thereon and cancellationcancellation thereof, shall be given by the Owner Trustee Certificate Paying Agent by letter to the Certificateholders and the Enhancer mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 of the Sale and Servicing AgreementOwner Trustee, 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 Owner Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and 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 Certificate Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.025.01. 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 Owner Trustee Certificate Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and 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 Owner 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 Owner Trustee Certificate Paying Agent to the Depositor, subject Certificateholder of the majority of the Percentage Interest of the Certificates of the Class with respect to applicable escheat lawswhich such amounts are due. (d) Upon the winding up of the Trust and the written instructions of the Depositorits termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 3810(c) of the Statutory Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminateStatute.

Termination of Trust Agreement. (a) This Trust Agreement (other than Section 5.05 and Article 8) VII) and the Trust shall terminate and be of no further force or effect upon the earliest of (i) the final distribution by the Owner Trustee of all 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 Notes by the Issuer pursuant to Section 8.07 of the Indenture, ; provided in each case that all amounts owing to the Sale Noteholders to the extent payable from the Owner Trust Estate or proceeds thereof have been paid in full and Servicing Agreement and Article 5that all obligations under the Indenture have been discharged. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (ix) operate to terminate this Trust Agreement or the Trust, Trust or (iiy) 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 (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a8.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee Certificate Paying Agent by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination the final payment on the Notes from the Servicer given pursuant to Section 9.01 of the Sale and Servicing AgreementIndenture Trustee, 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 Owner Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and 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 Certificate Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.025.01. 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 Owner Trustee Certificate Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and 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 Owner 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 Owner Trustee Certificate Paying Agent to the Depositor, subject to applicable escheat laws. (d) Upon the winding up of the Trust and its termination, and notice thereof by the written instructions of the DepositorMajority Certificateholder, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 3810(c) of the Statutory Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminateStatute.

Termination of Trust Agreement. (a) This Agreement The Trust shall dissolve and terminate in accordance with Sections 3808(d) and (other than Section 5.05 and Article 8) and e) of the Trust shall terminate and be of no further force or effect Statute (i) upon the final distribution by the Owner Trustee of all 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 5. The bankruptcy, liquidation, dissolution, death V or incapacity of any Certificateholder shall not (i) operate to terminate this Agreement or the Trust, (ii) entitle such Certificateholder’s legal representatives at the time provided in Section 9.02. Any money 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 other property held as part of the Trust or Owner Trust Estate or following such distribution (iiiand following a final distribution of proceeds from a sale under Section 9.02) otherwise affect shall be distributed to the rights, obligations and liabilities of the parties heretoDepositor. (b) Except as provided in Section 9.01(a), neither the Depositor nor any Certificateholder the Owner shall be entitled to revoke or terminate the Trust. (c) Notice of any termination dissolution of the Trust, specifying the Payment Date upon which Certificateholders the Certificateholder shall surrender their Trust Certificates its Certificate to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders Certificateholder mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 9.01(c) of the Sale and Servicing Agreement, stating (i) the Payment 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 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 Certificate 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 CertificateholdersCertificateholder. Upon presentation and surrender of the Trust CertificatesCertificate, the Paying Agent shall cause to be distributed to the Certificateholders Certificateholder amounts distributable on such Payment Date pursuant to Section 5.02. In the event that all of the Certificateholders 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 Owner Trustee shall give a second written notice to the remaining Certificateholders Certificateholder to surrender their Trust Certificates its Certificate for cancellation and 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 Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders Certificateholder concerning surrender of their Trust Certificatesits Certificate, 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, Depositor (subject to applicable escheat escheatment laws). (d) Upon the winding up of the Trust and the written instructions satisfaction of all obligations in accordance with Section 3808 of the DepositorTrust Statute, the Owner Trustee shall cause the Certificate of Trust to be cancelled canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act. Thereupon Statute and the Trust shall terminate and this Agreement (other than Article 8) VIII) shall terminatebe of no further force or effect.

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) and the The Trust shall terminate and be of no further force or effect dissolve upon the final distribution by the Owner Trustee of all moneys 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 5Five. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder Owner shall not (i) operate to terminate this Agreement or the Trust, (ii) 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 (iii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither of the Depositor nor any Certificateholder Owner shall be entitled to dissolve, revoke or terminate the Trust. (c) Notice of any termination dissolution of the Trust, specifying the Payment Distribution Date upon which Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of a termination notice of such termination from the Master Servicer given pursuant to Section 9.01 9.01(c) of the Sale and Servicing AgreementAgreement and no later than 20 days prior to such dissolution, 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 in The City of New York 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 the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.02. 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 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 laws5. (d) Upon the winding up of the Trust and the written instructions of the Depositor, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminate.

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) Eight) and the Trust shall terminate and be of no further force or effect upon the earlier of (i) final distribution by the Owner Trustee of all 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 5Five and (ii) the expiration of 21 years from the death of the survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James’s, living on the date hereof. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder Owner shall not (i) operate to terminate this Agreement or the Trust, (ii) 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 Trust Estate or (iii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither the Trust Depositor nor any Certificateholder Holder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Distribution Date upon which Certificateholders the Certificateholder shall surrender their the Trust Certificates Certificate to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders Certificateholder mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 10.01 of the Sale and Servicing Agreement, stating (i) the Payment Distribution 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 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 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 CertificateholdersCertificateholder. Upon presentation and surrender of the Trust CertificatesCertificate, the Paying Agent shall cause to be distributed to the Certificateholders Certificateholder amounts distributable on such Payment Distribution Date pursuant to Section 5.02. 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 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 laws5.01. (d) Upon the winding up of the Trust and the written instructions of the Depositorits termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminateStatute.

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) and the Trust shall terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect upon the final latest of (i) the maturity or other liquidation of the last Receivable (including the purchase by the Servicer at its option or by the Seller at its option of the corpus of the Trust as described in Section 10.1 of the Sale and Servicing Agreement) and the subsequent distribution by of amounts in respect of such Receivables as provided in the Basic Documents, or (ii) the payment to the Certificateholder of all amounts required to be paid to it pursuant to this Agreement; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the termination of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee of all 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 5any prospective termination pursuant to this Section. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder the Certificateholder, shall not (ix) operate to terminate this Agreement or the Trust, nor (iiy) 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 Owner Trust Estate or nor (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither Neither the Depositor nor any the Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Distribution Date upon which Certificateholders the Certificateholder shall surrender their Trust Certificates the Certificate to the Paying Trust Collateral Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders Certificateholder mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 10.1(c) of the Sale and Servicing Agreement, stating (i) the Payment Distribution 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 Paying Trust Collateral Agent therein designated, (ii) the amount of any such final payment and payment, (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 Paying Trust Collateral Agent therein specifiedspecified and (iv) interest will cease to accrue on the Certificate. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Trust Collateral Agent at the time such notice is given to the CertificateholdersCertificateholder. Upon presentation and surrender of the Trust CertificatesCertificate, the Paying Trust Collateral Agent shall cause to be distributed to the Certificateholders Certificateholder amounts distributable on such Payment Distribution Date pursuant to Section 5.025.7 of the Sale and Servicing Agreement. In the event that all of the Certificateholders Certificateholder shall not surrender their Trust Certificates the Certificate 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 Certificateholder to surrender their Trust Certificates the Certificate for cancellation and 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 Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders Certificateholder concerning surrender of their Trust Certificatesits Certificate, 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 Depositor, subject to applicable escheat lawsHolder. (d) Upon the completion of the winding up of the Trust and the written instructions in accordance with Section 3808 of the DepositorStatutory Trust Statute and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminateStatute.

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) and the The Trust shall terminate and be of no further force or effect dissolve upon the final distribution by the Owner Trustee of all 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 5. V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder Owner shall not (ix) operate to dissolve or terminate this Agreement or the Trust, Trust or (iiy) 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 (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither none of the Depositor nor Depositor, the Company or any Certificateholder Owner shall be entitled to revoke revoke, dissolve or terminate the Trust. (c) Notice of any termination dissolution of the Trust, specifying the Payment Date upon which Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of a termination notice of such termination from the Servicer given pursuant to Section 9.01 9.01(c) of the Sale and Servicing Agreement, 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 cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. 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 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 Owner Trustee Paying Agent to the Depositor, subject to applicable escheat lawsCompany. (d) Upon the winding up of the Trust and the written instructions in accordance with Section 3808 of the DepositorBusiness Trust Statute, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Business Trust Act. Thereupon Statute and the Trust and this Agreement (other than Article 8) VIII) shall terminateterminate and be of no further force or effect.

Termination of Trust Agreement. (a) This Trust Agreement (other than Section 5.05 and this Article 8) VIII) and the Trust shall terminate and be of no further force or effect upon the final distribution by the Owner Trustee of all moneys or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, the Sale Indenture and Servicing Agreement and Article 5this Trust Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (i) operate to terminate this Trust Agreement or the Trust, (ii) 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 (iii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a8.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon on which Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution thereon and cancellationcancellation thereof, shall be given by the Owner Trustee Certificate Paying Agent by letter to the Certificateholders and the Enhancer mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 of the Sale and Servicing AgreementOwner Trustee, 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 Owner Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and 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 Certificate Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.025.01. 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 Owner Trustee Certificate Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and 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 5.01, all the Trust Certificates shall not have been surrendered for cancellation, the Owner 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 Owner Trustee Certificate Paying Agent to the Depositor, subject Certificateholder of the majority of the Percentage Interest of the Certificates with respect to applicable escheat lawswhich such amounts are due. (d) Upon the winding up of the Trust and the written instructions of the Depositorits termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 3810(c) of the Statutory Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminateStatute.

Termination of Trust Agreement. (a) This Trust Agreement (other than Section 5.05 and this Article 8) VIII) and the Trust shall terminate and be of no further force or effect upon the final distribution by the Owner Trustee of all moneys or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, the Sale Indenture and Servicing Agreement and Article 5this Trust Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (i) operate to terminate this Trust Agreement or the Trust, (ii) 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 (iii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a8.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon on which Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution thereon and cancellationcancellation thereof, shall be given by the Owner Trustee Certificate Paying Agent by letter to the Certificateholders and the Enhancer mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 of the Sale and Servicing AgreementOwner Trustee, 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 Owner Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and 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 Certificate Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.025.01. 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 Owner Trustee Certificate Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and 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 Owner 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 Owner Trustee Certificate Paying Agent to the Depositor, subject Certificateholder of the majority of the Percentage Interest of the Certificates of the Class with respect to applicable escheat lawswhich such amounts are due. (d) Upon the winding up of the Trust and the written instructions of the Depositorits termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 3810(c) of the Statutory Business Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminateStatute.

Termination of Trust Agreement. (a) This Agreement The Trust shall dissolve and terminate in accordance with Sections 3808(d) and (other than Section 5.05 and Article 8) and e) of the Trust shall terminate and be of no further force or effect Act (i) upon the final distribution by the Owner Trustee of all 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 5. The bankruptcy, liquidation, dissolution, death V or incapacity of any Certificateholder shall not (i) operate to terminate this Agreement or the Trust, (ii) entitle such Certificateholder’s legal representatives at the time provided in Section 9.02. Any money 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 other property held as part of the Trust or Owner Trust Estate or following such distribution (iiiand following a final distribution of proceeds from a sale under Section 9.02) otherwise affect shall be distributed to the rights, obligations and liabilities of the parties heretoDepositor. (b) Except as provided in Section 9.01(a), neither the Depositor nor any Certificateholder the Owner shall be entitled to revoke or terminate the Trust. (c) Notice of any termination dissolution of the Trust, specifying the Payment Date upon which Certificateholders the Certificateholder shall surrender their Trust Certificates its Certificate to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders Certificateholder mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 9.01(c) of the Sale and Servicing Agreement, stating (i) the Payment 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 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 Certificate 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 CertificateholdersCertificateholder. Upon presentation and surrender of the Trust CertificatesCertificate, the Paying Agent shall cause to be distributed to the Certificateholders Certificateholder amounts distributable on such Payment Date pursuant to Section 5.02. In the event that all of the Certificateholders 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 Owner Trustee shall give a second written notice to the remaining Certificateholders Certificateholder to surrender their Trust Certificates its Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all notice, the Trust Certificates Certificate 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 Certificateholder concerning surrender of their Trust Certificatesits Certificate, 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 winding up of the Trust and the written instructions satisfaction of all obligations in accordance with Section 3808 of the DepositorTrust Statute, the Owner Trustee shall cause the Certificate of Trust to be cancelled canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act. Thereupon Statute and the Trust shall terminate and this Agreement (other than Article 8) VIII) shall terminatebe of no further force or effect.

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) VIII) and the Trust shall terminate and be of no further force or effect upon the final distribution by the Owner Trustee of all 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 5. V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (i) operate to terminate this Agreement or the Trust, (ii) 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 (iii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 of the Sale and Servicing Agreement, 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 cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. 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 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 winding up of the Trust and the written instructions of the Depositor, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act. Thereupon the Trust and this Agreement (other than Article 8) VIII) shall terminate.

Termination of Trust Agreement. (a) This Agreement The Trust shall dissolve and terminate in accordance with Sections 3808(d) and (other than Section 5.05 and Article 8) and e) of the Trust shall terminate and be of no further force or effect Act (i) upon the final distribution by the Owner Trustee of all 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 5. The bankruptcy, liquidation, dissolution, death V or incapacity of any Certificateholder shall not (i) operate to terminate this Agreement or the Trust, (ii) entitle such Certificateholder’s legal representatives at the time provided in Section 9.02. Any money 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 other property held as part of the Trust or Owner Trust Estate or following such distribution (iiiand following a final distribution of proceeds from a sale under Section 9.02) otherwise affect shall be distributed to the rights, obligations and liabilities of the parties heretoDepositor. (b) Except as provided in Section 9.01(a), neither the Depositor nor any Certificateholder the Owner shall be entitled to revoke or terminate the Trust. (c) Notice of any termination dissolution of the Trust, specifying the Payment Date upon which Certificateholders the Certificateholder shall surrender their Trust Certificates its Certificate to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders Certificateholder mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 9.01(c) of the Sale and Servicing Agreement, stating (i) the Payment 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 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 Certificate 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 CertificateholdersCertificateholder. Upon presentation and surrender of the Trust CertificatesCertificate, the Paying Agent shall cause to be distributed to the Certificateholders Certificateholder amounts distributable on such Payment Date pursuant to Section 5.02. In the event that all of the Certificateholders 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 Owner Trustee shall give a second written notice to the remaining Certificateholders Certificateholder to surrender their Trust Certificates its Certificate for cancellation and 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 Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders Certificateholder concerning surrender of their Trust Certificatesits Certificate, 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 winding up of the Trust and the written instructions satisfaction of all obligations in accordance with Section 3808 of the DepositorTrust Statute, the Owner Trustee shall cause the Certificate of Trust to be cancelled canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act. Thereupon Statute and the Trust shall terminate and this Agreement (other than Article 8) VIII) shall terminatebe of no further force or effect.

Termination of Trust Agreement. (a) This Agreement The Trust shall dissolve and terminate in accordance with Section 3808 (other than Section 5.05 d) and Article 8) and (e) of the Trust shall terminate and be of no further force or effect Act (i) upon the final distribution by the Owner Trustee of all 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 5. The bankruptcy, liquidation, dissolution, death V or incapacity of any Certificateholder shall not (i) operate to terminate this Agreement or the Trust, (ii) entitle such Certificateholder’s legal representatives at the time provided in Section 9.02. Any money 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 other property held as part of the Trust or Owner Trust Estate or following such distribution (iiiand following a final distribution of proceeds from a sale under Section 9.02) otherwise affect shall be distributed to the rights, obligations and liabilities of the parties heretoDepositor. (b) Except as provided in Section 9.01(a), neither the Depositor nor any Certificateholder the Owner shall be entitled to revoke or terminate the Trust. (c) Notice of any termination dissolution of the Trust, specifying the Payment Date upon which Certificateholders the Certificateholder shall surrender their Trust Certificates its Certificate to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders Certificateholder mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 9.01(c) of the Sale and Servicing Agreement, stating (i) the Payment 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 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 Certificate 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 CertificateholdersCertificateholder. Upon presentation and surrender of the Trust CertificatesCertificate, the Paying Agent shall cause to be distributed to the Certificateholders Certificateholder amounts distributable on such Payment Date pursuant to Section 5.02. In the event that all of the Certificateholders 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 Owner Trustee shall give a second written notice to the remaining Certificateholders Certificateholder to surrender their Trust Certificates its Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all notice, the Trust Certificates Certificate 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 Certificateholder concerning surrender of their Trust Certificatesits Certificate, 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 winding up of the Trust and the written instructions satisfaction of all obligations in accordance with Section 3808 of the DepositorTrust Statute, the Owner Trustee shall cause the Certificate of Trust to be cancelled canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act. Thereupon Statute and the Trust shall terminate and this Agreement (other than Article 8) VIII) shall terminatebe of no further force or effect.

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) and the Trust shall terminate The Issuer will dissolve and be of no further force or effect wound up upon the final distribution payment of all of the Issuer's debts and obligations, including (i) payment of all amounts due and payable by the Owner Trustee of all moneys or other property or proceeds of the Trust Estate Issuer in accordance with the terms of the Indenture, (ii) the Sale and Servicing payment of all amounts payable by the Issuer under the Collateral Administration Agreement and Article 5(iii) the payment or discharge of all other amounts owed by the Issuer under the Transaction Documents. The bankruptcy, liquidation, dissolution, death liquidation or incapacity dissolution of any a Certificateholder shall will not (ix) operate to terminate this Agreement or the TrustIssuer, (iiy) 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 Issuer or the Trust Estate or (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither the Depositor Trustor nor any Certificateholder shall the Certificateholders will be entitled to revoke or terminate the TrustIssuer. (c) Notice Within five (5) Business Days following payment (or provision for payment) of any termination all of the TrustIssuer's debts and obligations, specifying the Payment Date upon which Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter will deliver a notice to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 of the Sale and Servicing Agreement, stating (i) the Payment Date date upon or with respect to which final payment of the Trust Certificates shall a Certificate will be made upon presentation and surrender of the Trust Certificates such 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 will be made only upon presentation and surrender of the Trust Certificates each Certificate at the office of the Certificate Paying Agent therein specified. The Owner Trustee shall Certificate Paying Agent will give such notice to the Certificate Registrar (if other than the Owner TrusteeCertificate Paying Agent) and the Paying Agent at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Trust Certificateseach Certificate, the Certificate Paying Agent shall will cause to be distributed to the Certificateholders each Certificateholder amounts distributable on such Payment Date pursuant to Section 5.02the date specified in the above-referenced notice. In the event that all of the Certificateholders shall a Certificateholder will not surrender their Trust Certificates have surrendered a Certificate for cancellation within six (6) months after the date specified in the above mentioned written above-referenced notice, the Owner Trustee shall Certificate Paying Agent will give a second written notice to the remaining Certificateholders such Certificateholder to surrender their Trust Certificates such Certificate for cancellation and receive the final distribution with respect thereto. If within one (1) year after the second notice all the Trust Certificates shall a Certificate will not have been surrendered for cancellation, the Owner Trustee Certificate Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders Certificateholder concerning surrender of their Trust Certificatesthe 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 Subject to applicable laws with respect to escheat of funds or abandoned property, any money held by the Certificate Paying Agent in trust for the payment of any amount due with respect to any Certificate and remaining in unclaimed for two (2) years after such amount has become due and payable to the Trust after exhaustion Certificateholder of such remedies shall Certificate will be distributed discharged from such trust and paid by the Owner Trustee Certificate Paying Agent to the DepositorTrustor, subject and the Certificateholder of such Certificate will thereafter, as an unsecured general creditor, look only to applicable escheat lawsthe Trustor for payment thereof (but only to the extent of the amounts so paid to the Trustor), and all liability of the Certificate Paying Agent with respect to such trust money will thereupon cease. (d) Upon the winding up of the Issuer and compliance with Section 3808(e) of the Statutory Trust Act by the Certificate Paying Agent, the Trustor will provide written notice thereof to the Delaware Trustee, and will direct the Delaware Trustee to, and the written instructions Delaware Trustee will, at the expense of the DepositorTrustor, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 3810(d) of the Statutory Trust Act. Thereupon Upon the Trust filing of the certificate of cancellation, the Issuer and this Agreement (other than Article 8) shall terminateVIII) will terminate and be of no further force or effect.

Termination of Trust Agreement. (a) This Trust Agreement (other than Section 5.05 and Article 8) VIII hereof) shall terminate and the Trust shall dissolve and terminate and be of no further force or effect upon the final distribution by the Owner Indenture Trustee and the Delaware Trustee of all moneys or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, the Sale and Servicing Agreement Indenture and Article 5V hereof, respectively. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (i) operate to terminate this Trust Agreement or the Trust, nor (ii) 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 (iii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a)) hereof, neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any 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 Delaware Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 of the Sale and Servicing AgreementIndenture, stating (i) the Payment Distribution 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 are being made only upon presentation and surrender of the Trust Certificates Certificate at the office of the Certificate Paying Agent therein specified. The Owner Delaware Trustee shall give such notice to the Certificate Registrar (if other than the Owner 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 the Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.025.01 hereof. In Upon termination of this Trust Agreement and the event that all dissolution of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written noticetrust, the Owner Delaware Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and 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 winding up of the Trust and the written instructions of the Depositor, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing file a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminateState.

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) and the The Trust shall terminate and be of no further force or effect upon dissolved immediately prior to the final distribution by the Owner Trustee or Paying Agent of all moneys 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 5. V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (ix) operate to terminate this Agreement or the Trust, Trust or (iiy) 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 (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination dissolution of the Trust, specifying the Payment Date upon which Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee Paying Agent by letter to the Certificateholders mailed transmitted within five Business Days of receipt of actual notice of such termination from the Servicer given pursuant to Section 9.01 9.01(b) of the Sale and Servicing Agreement, 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 Owner Trustee Paying Agent shall give such notice to the Certificate Registrar (if other than the Owner Indenture Trustee) and the Paying Agent Owner Trustee at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. 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 Owner Trustee Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and 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 Owner Trustee Paying Agent to the Depositor, Depositor subject to applicable escheat laws. (d) Upon the winding up of the Trust and receipt of written instruction from and at the written instructions expense of the DepositorAdministrator, the Owner Trustee shall cause the Certificate of Trust to be 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 of the Statutory Trust Act. Thereupon Act and thereupon the Trust and this Trust Agreement (other than Article 8) VIII) shall terminateterminate and be of no further force or effect.

Termination of Trust Agreement. (a) This Trust Agreement (other than Section 5.05 and this Article 8) VIII) and the Trust shall terminate and be of no further force or effect upon the final distribution by the Owner Trustee of all moneys or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, the Sale Indenture and Servicing Agreement and Article 5this Trust Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (i) operate to terminate this Trust Agreement or the Trust, (ii) 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 (iii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a8.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon on which Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution thereon and cancellationcancellation thereof, shall be given by the Owner Trustee Certificate Paying Agent by letter to the Certificateholders and the Credit Enhancer mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 of the Sale and Servicing AgreementOwner Trustee, 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 Owner Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and 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 Certificate Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.025.01. 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 Owner Trustee Certificate Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and 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 Owner 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 Owner Trustee Certificate Paying Agent to the Depositor, subject to applicable escheat lawsCertificateholder of the majority of the Percentage Interest of the Certificates. (d) Upon the winding up of the Trust and the written instructions of the Depositorits termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 3810(c) of the Statutory Business Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminateStatute.

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) VIII) and the Trust shall terminate and be of no further force or effect upon the final distribution by the Owner Trustee of all 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 5. V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not not: (ix) operate to terminate this Agreement or the Trust, (iiy) 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 (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a9.1(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination 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 termination from the Servicer given pursuant to Section 9.01 9.1(c) of the Sale and Servicing Agreement, stating Agreement 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 cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.025.2. 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 by the Owner Trustee to the Depositor, subject to applicable escheat laws. (d) Upon the winding up termination of the Trust and the written instructions of the DepositorTrust, the Owner Trustee shall cause the Certificate of Trust to be cancelled 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 Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminateStatute.

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) and the The Trust shall terminate and be of no further force or effect dissolve upon the final distribution by the Owner Trustee of all 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 5. V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder Owner shall not (ix) operate to dissolve or terminate this Agreement or the Trust, Trust or (iiy) 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 (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither none of the Depositor nor Depositor, the Company or any Certificateholder Owner shall be entitled to revoke revoke, dissolve or terminate the Trust. (c) Notice of any termination dissolution of the Trust, specifying the Payment Date upon which Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of a termination notice of such termination from the Servicer given pursuant to Section 9.01 9.01(c) of the Sale and Servicing Agreement, 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 cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. 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 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 Owner Trustee Paying Agent to the Depositor, subject to applicable escheat lawsCompany. (d) Upon the winding up of the Trust and the written instructions in accordance with Section 3808 of the DepositorBusiness Trust Statute, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Business Trust Act. Thereupon Statute and the Trust and this Agreement (other than Article 8) VIII) shall terminate.terminate and be of no further force or effect..

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) VIII) and the Trust shall terminate and be of no further force or effect upon the final distribution by the Owner Trustee of all 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 5. V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (i) operate to terminate this Agreement or the Trust, (ii) 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 (iii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 of the Sale and Servicing Agreement, 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 cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. 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 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 Depositorholder of the residual interest in the Trust, subject to applicable escheat laws. (d) Upon the winding up of the Trust and the written instructions of the Depositor, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust ActStatute. Thereupon the Trust and this Agreement (other than Article 8) VIII) shall terminate.

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 Article VIII) and Article 8) and the Trust Issuer shall terminate and be of no further force or effect effect, upon the final distribution by the Owner Trustee of all 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 5. V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder or Owner shall not (ix) operate to terminate this Agreement or the TrustIssuer, nor (iiy) 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 Issuer or Owner Trust Estate or nor (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(aclause (a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the TrustIssuer. (c) Notice of any termination of the TrustIssuer, 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 by the Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 9.1(c) of the Sale and Servicing Agreement, 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 (per $1,000 of Certificate Balance) 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 the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.02. 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 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 laws5. (d) Upon the winding up of the Trust and the written instructions of the Depositor, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminate.

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) 6.9) and the Trust shall terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect upon on the final distribution by the Owner Trustee of all moneys monies or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Trust Sale and Servicing Agreement (including the exercise by the Servicer of its option to purchase the Receivables pursuant to Section 8.01(a) of the Trust Sale and Servicing Agreement), the Interest Rate Swaps and Article 5. V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (ix) operate to terminate this Agreement or the Trust, (iiy) 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 (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither Neither the Depositor Seller nor any Certificateholder shall be entitled to revoke or terminate the TrustTrust or this Agreement. (c) Notice Subject to Section 5.2(a), notice of any 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 by the Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 8.01(c) of the Trust Sale and Servicing Agreement, stating 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 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 the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.02. In the event that 5.2. (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 referred to 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 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 Trust 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, subject and the Owner Trustee shall have no further liability to applicable escheat lawsthe Certificateholders with respect thereto. (de) Upon the winding up and termination of the Trust and the written instructions in accordance with Section 3808 of the DepositorBusiness Trust Statute and this Section, the Owner Trustee shall cause the Certificate of Trust to be cancelled canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Business Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminateStatute.

Termination of Trust Agreement. (a) This Trust Agreement (other than Article VII and Section 5.05 and Article 8) 10.08) shall terminate and the Trust shall dissolve, wind up and terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect upon the earlier of (i) the final distribution by the Owner Trustee of all moneys or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Sale Indenture and Servicing this Trust Agreement and Article 5(ii) the distribution of all of the assets of the Owner Trust Estate, in accordance with written instructions provided to the Certificate Paying Agent by the Majority Class E Certificateholder, following the optional redemption of the Notes effected by the Majority Class E Certificateholder pursuant to Section 8.06 of the Indenture; provided in each case that all amounts owing to the Noteholders or 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 and Insurance and Indemnity Agreement have been discharged. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (ix) operate to terminate this Trust Agreement or the Trust, Trust or (iiy) 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 (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a8.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee Certificate Paying Agent by letter to the Certificateholders and Note Insurer mailed within five Business Days of receipt of notice of such termination the final payment on the Notes from the Servicer given pursuant to Section 9.01 of the Sale and Servicing AgreementSecurities Administrator, 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 Owner Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and 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 Certificate Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. 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 Certificate Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and 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 Owner 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 Owner Trustee Certificate Paying Agent to the Depositor, subject to applicable escheat laws. (d) Upon the winding up of the Trust and the written instructions of the Depositorits termination, the Owner Trustee shall shall, at the direction and expense of the Seller, cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 3810(c) of the Statutory Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminateStatute.

Termination of Trust Agreement. (a) This Trust Agreement (other than Section 5.05 and this Article 8) VIII) and the Trust shall terminate and be of no further force or effect upon the final distribution by the Owner Trustee of all moneys or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, the Sale Indenture and Servicing Agreement and Article 5this Trust Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (i) operate to terminate this Trust Agreement or the Trust, (ii) 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 (iii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a8.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon on which Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution thereon and cancellationcancellation thereof, shall be given by the Owner Trustee Certificate Paying Agent by letter to the Certificateholders and the Credit Enhancer mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 of the Sale and Servicing AgreementOwner Trustee, 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 Owner Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and 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 Certificate Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.025.01. 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 Owner Trustee Certificate Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and 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 Owner 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 Owner Trustee Certificate Paying Agent to the Depositor, subject to applicable escheat lawsCertificateholder of the majority of the Percentage Interest of the Certificates. (d) Upon the winding up of the Trust and the written instructions of the Depositorits termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 3810(c) of the Statutory Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminateStatute.

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) and the The Trust shall terminate and be of no further force or effect dissolve upon the final distribution by the Owner Trustee of all moneys 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 5Five. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder Owner shall not (i) operate to terminate this Agreement or the Trust, (ii) 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 (iii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither of the Depositor Depositor, the Insurer nor any Certificateholder Owner shall be entitled to dissolve, revoke or terminate the Trust. (c) Notice of any termination dissolution of the Trust, specifying the Payment Distribution Date upon which Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of a termination notice of such termination from the Master Servicer given pursuant to Section 9.01 9.01(c) of the Sale and Servicing AgreementAgreement and no later than 20 days prior to such dissolution, 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 in The City of New York 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 and the Swap Counterparty at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.02. 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 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 laws5. (d) Upon the winding up of the Trust and the written instructions of the Depositor, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminate.

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) VIII) and the Trust shall terminate and be of no further force or effect (i) upon the final distribution by the Owner Trustee of all 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 5V or (ii) at the time provided in Section 9.02. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder Owner, other than the Company as described in Section 9.02, shall not (ix) operate to terminate this Agreement or the Trust, Trust or (iiy) 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 (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither none of the Depositor nor Depositor, the Company or any Certificateholder Owner shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Distribution Date upon which Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 of the Sale and Servicing Agreement, 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 the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.02. 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 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 lawsCompany. (d) Upon the winding up of the Trust and the written instructions of the Depositorits termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Business Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminateStatute.

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) VIII) and the Trust shall terminate and be of no further force or effect upon the final distribution by the Owner Trustee of all 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 5. V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (i) operate to terminate this Agreement or the Trust, (ii) 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 (iii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 of the Sale and Servicing Agreement, 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 cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. 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 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 Depositorholder of the residual interest in the Trust, subject to applicable escheat laws. (d) Upon the winding up of the Trust and the written instructions of the Depositor, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Business Trust ActStatute. Thereupon the Trust and this Agreement (other than Article 8) VIII) shall terminate.

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) VIII) and the Trust shall terminate and be of no further force or effect upon the final distribution by the Owner Trustee or Paying Agent of all moneys 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 5. V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (ix) operate to terminate this Agreement or the Trust, Trust or (iiy) 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 (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee Paying Agent by letter to the Certificateholders mailed within five Business Days of receipt of actual notice of such termination from the Servicer given pursuant to Section 9.01 9.01(b) of the Sale and Servicing Agreement, 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 Owner 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 the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. 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 Owner Trustee Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and 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 Owner Trustee to the Depositor, Depositor subject to applicable escheat laws. (d) Upon the winding up of the Trust and its termination and receipt of written instruction from the written instructions of the DepositorAdministrator, the Owner Trustee shall cause the Certificate of Trust to be 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 of the Statutory Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminate.

Termination of Trust Agreement. (a) This Trust Agreement (other than Section 5.05 and Article 8) VII) and the Trust shall terminate and be of no further force or effect upon the earliest of (i) the final distribution by the Owner Trustee of all 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 5that all obligations under the Indenture have been discharged. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (ix) operate to terminate this Trust Agreement or the Trust, Trust or (iiy) 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 (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a8.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee Certificate Paying Agent by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination the final payment on the Bonds from the Servicer given pursuant to Section 9.01 of the Sale and Servicing AgreementIndenture Trustee, 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 Owner Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and 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 Certificate Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.025.01. 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 Owner Trustee Certificate Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and 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 Owner 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 Owner Trustee Certificate Paying Agent to the Depositor, subject to applicable escheat laws. (d) Upon the winding up of the Trust and the written instructions of the Depositorits termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 3810(c) of the Statutory Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminateStatute.

Termination of Trust Agreement. (a) This Subject to Section 8.01(e), hereof, this Trust Agreement (other than Section 5.05 and Article 8) VII) and the Trust shall terminate and be of no further force or effect upon the earliest of (i) the final distribution by the Owner Trustee of all moneys or other property or proceeds of the Owner Trust Estate in accordance with the terms of the IndentureIndenture and this Trust Agreement, the Sale and Servicing Agreement and Article 5. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (i) operate to terminate this Agreement or the Trust, (ii) 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 the distribution of all or any part of the Trust or Trust Estate or (iii) otherwise affect the rights, obligations and liabilities assets of the parties heretoOwner 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 Issuer pursuant to Section 8.07 of the Indenture. (b) Except as provided in Section 9.01(a8.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee Certificate Paying Agent by letter to Certificateholders and the Certificateholders Insurer mailed within five Business Days of receipt of notice of such termination the final payment on the Notes from the Servicer given pursuant to Section 9.01 of the Sale and Servicing AgreementIndenture Trustee, 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 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 Owner Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and 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 Certificate Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.025.01. 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 Owner Trustee Certificate Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and 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 Notes 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 Owner 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 Owner Trustee Certificate Paying Agent to the Depositor, subject to applicable escheat laws. (d) Upon the winding up of the Trust and the written instructions of the Depositorits termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State of the State of Delaware in accordance with the provisions of Section 3810 3810(c) of the Statutory Trust Act. Thereupon Statute. (e) Notwithstanding anything to the contrary herein, the Trust shall not be revoked or terminated until all amounts owing to the Noteholders and the Insurer to the extent payable from the 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 (x) operate to terminate this Trust Agreement or the Trust or (other than Article 8) shall terminatey) 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 Trust Estate or (z) otherwise affect the rights, obligations and liabilities of the parties hereto.

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) 6.9) and the Trust shall terminate in accordance with Section 3808 of the Statutory Trust Act and be of no further force or effect upon on the final distribution by the Owner Trustee of all moneys monies or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Trust Sale and Servicing Agreement (including the exercise by the Servicer of its option to purchase the Receivables pursuant to Section 8.01(a) of the Trust Sale and Servicing Agreement), the Interest Rate Swaps and Article 5. V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (ix) operate to terminate this Agreement or the Trust, (iiy) 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 (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither Neither the Depositor Seller nor any Certificateholder shall be entitled to revoke or terminate the TrustTrust or this Agreement. (c) Notice Subject to Section 5.2(a), notice of any 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 by the Owner Trustee by letter to the Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 8.01(c) of the Trust Sale and Servicing Agreement, stating 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 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 the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.02. In the event that 5.2. (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 referred to 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 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 Trust 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, subject and the Owner Trustee shall have no further liability to applicable escheat lawsthe Certificateholders with respect thereto. (de) Upon the winding up and termination of the Trust and the written instructions in accordance with Section 3808 of the DepositorStatutory Trust Act and this Section, the Owner Trustee shall cause the Certificate of Trust to be cancelled canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminate.

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) VIII) shall terminate and the Trust shall terminate dissolve and be of no further force or effect 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 Owner Trustee of all moneys or other property or proceeds of the Trust Estate in accordance with the terms of under the Indenture, (ii) the Sale and Servicing payment of all amounts payable by the Trust under the Credit Protection Agreement and Article 5(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 (ix) operate to terminate this Agreement or the Trust, (iiy) 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 or (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither the Depositor Sponsor nor any the Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice Within five (5) Business Days following payment (or provision for payment) of any termination all of the Trust’s debts and obligations, specifying the Payment Date upon which 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 by the Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 of the Sale and Servicing Agreement, 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 will be made only upon presentation and surrender of the Trust Certificates Certificate at the office of the Certificate Paying Agent therein specified. The Owner Trustee Certificate Paying Agent shall give such notice to the Certificate Registrar (if other than the Owner TrusteeCertificate Paying Agent) and the Paying Agent at the time such notice is given to the CertificateholdersCertificateholder. Upon presentation and surrender of the Trust CertificatesCertificate, the Certificate Paying Agent shall cause to be distributed to the Certificateholders Certificateholder amounts distributable on such Payment Date pursuant to Section 5.02the 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 (6) months after the date specified in the above mentioned written above-referenced notice, the Owner Trustee Certificate Paying Agent shall give a second written notice to the remaining Certificateholders Certificateholder to surrender their Trust Certificates the Certificate for cancellation and receive the final distribution with respect thereto. If within one (1) year after the second notice all the Trust Certificates Certificate shall not have been surrendered for cancellation, the Owner Trustee Certificate Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders Certificateholder concerning surrender of their Trust Certificatesthe Certificate, 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 receipt of written direction from the winding Sponsor that the Trust has been wound up in accordance with Section 3808(e) of the Delaware Trust and the written instructions of the DepositorStatute, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing filing, at the expense of the Sponsor, a certificate of cancellation with the Delaware Secretary of State in accordance with the provisions of Section 3810 of the Statutory Delaware Trust Act. Thereupon Statute and, thereupon, the Trust shall terminate and this Agreement (other than Article 8) VIII, which shall terminatesurvive) shall be of no further force or effect.

Termination of Trust Agreement. (a) This Trust Agreement (other than Section 5.05 and this Article 8) VIII) and the Trust shall terminate and be of no further force or effect upon the final distribution by the Owner Trustee of all moneys or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, the Sale Indenture and Servicing Agreement and Article 5this Trust Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (i) operate to terminate this Trust Agreement or the Trust, (ii) 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 (iii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a8.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon on which Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution thereon and cancellationcancellation thereof, shall be given by the Owner Trustee Certificate Paying Agent by letter to the Certificateholders and the Enhancer mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 of the Sale and Servicing AgreementOwner Trustee, 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 Owner Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and 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 Certificate Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.025.01. 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 Owner Trustee Certificate Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and 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 Owner 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 Owner Trustee Certificate Paying Agent to the Depositor, subject to applicable escheat lawsCertificateholder of the majority of the Percentage Interest of the Certificates. (d) Upon the winding up of the Trust and the written instructions of the Depositorits termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 3810(c) of the Statutory Business Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminateStatute.

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) Eight) and the Trust shall terminate and be of no further force or effect upon the earlier of (i) final distribution by the Owner Trustee of all 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 5Five and (ii) the expiration of 21 years from the death of the survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James’s, living on the date hereof. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder Owner shall not (i) operate to terminate this Agreement or the Trust, (ii) 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 Trust Estate or (iii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither the Trust Depositor nor any Certificateholder Holder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Distribution Date upon which Certificateholders the Certificateholder shall surrender their the Trust Certificates Certificate to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders Certificateholder mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 10.01 of the Sale and Servicing Agreement, stating (i) the Payment Distribution 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 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 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 CertificateholdersCertificateholder. Upon presentation and surrender of the Trust CertificatesCertificate, the Paying Agent shall cause to be distributed to the Certificateholders Certificateholder amounts distributable on such Payment Distribution Date pursuant to Section 5.02. 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 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 laws5.01. (d) Upon the winding up of the Trust and the written instructions of the Depositorits termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust ActStatute. Thereupon the Trust and this Agreement (other than Article 8) shall terminate.ARTICLE TEN SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) VIII) shall terminate and the Trust shall terminate and dissolve and be of no further force or effect upon the final distribution by the Owner Trustee of all moneys or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, Article V of the Sale and Servicing Agreement and Article 5the Statutory Trust Statute. Any money or other property held as part of the Owner Trust Estate following such distribution shall be distributed to the Depositor. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (i) operate to terminate this Agreement or the Trust, (ii) 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 (iii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) This Agreement and the Trust are irrevocable. Except as provided in Section 9.01(a) and in this Section 9.01(b), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the TrustTrust or this Agreement. (c) Notice of any termination of the Trust, specifying the Payment Distribution Date upon which Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 of the Sale and Servicing Agreement, 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 the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.02. 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 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 winding up of the Trust and in accordance with the written instructions Statutory Trust Statute (including, without limitation, the reasonable provision for payment of all obligations of the DepositorTrust in accordance with Section 3808(e) of the Statutory Trust Statute), the Owner Trustee shall cause the Certificate of Trust to be cancelled canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act. Thereupon Statute and thereupon the Owner Trust and this Agreement (other than Article 8) VIII) shall terminate.

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) VIII) and the Trust shall terminate and be of no further force or effect upon the final distribution by the Owner Trustee of all 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 5. V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder Owner shall not (ix) operate to terminate this Agreement or the Trust, Trust or (iiy) 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 (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither none of the Depositor nor Depositor, the Company or any Certificateholder Owner shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Distribution Date upon which Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 9.01(c) of the Sale and Servicing Agreement, 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 the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.02. 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 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 Owner Trustee to the Depositor, subject to applicable escheat lawsCompany. (d) Upon the winding up of the Trust and the written instructions of the Depositorits termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Business Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminateStatute.

Termination of Trust Agreement. (a) This Subject to Section 8.01(e), hereof, this Trust Agreement (other than Section 5.05 and Article 8) VII) and the Trust shall terminate and be of no further force or effect upon the earliest of (i) the final distribution by the Owner Trustee of all moneys or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture and this Trust Agreement, and (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 Certificateholder, following the optional redemption of the Notes by the Certificateholder pursuant to Section 8.07 of the Indenture. (b) Except as provided in Section 8.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notwithstanding anything to the contrary herein, the Trust shall not terminate upon the occurrence of a TMP Trigger Event or the REMIC Conversion. (d) Notice of any termination of the Trust, specifying the Payment Date upon which the Certificateholder shall surrender its Certificate to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given by the Certificate Paying Agent by letter to the Certificateholder mailed within five Business Days of receipt of notice of the final payment on the Notes from the Certificateholder stating (i) the Payment Date upon or with respect to which final payment of the Certificate shall be made upon presentation and surrender of the Certificate at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment, to the extent the Certificate Paying Agent is informed of such 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 Certificate at the office of the Certificate Payment Agent therein specified. The Certificate Paying Agent shall give such notice to the Owner Trustee and the Certificate Registrar at the time such notice is given to the Certificateholder. Upon presentation and surrender of the Certificate, the Certificate Paying Agent shall cause to be distributed to the Certificateholder amounts distributable on such Payment Date pursuant to Section 5.01. In the event that the Certificateholder shall not surrender its Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Certificate Paying Agent shall give a second written notice to the Certificateholder to surrender its Certificate for cancellation and receive the final distribution with respect thereto. Subject to applicable laws with respect to escheat of funds, if within one year following the Payment Date on which final payment of the Certificate was to have been made pursuant to Section 3.03 of the Indenture, the Sale Certificate shall not have been surrendered for cancellation, the Certificate Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its Certificate, and Servicing Agreement the cost thereof shall be paid out of the funds and Article 5other assets that shall remain subject to this Trust Agreement. Any funds in the Certificate Distribution Account after exhaustion of such remedies shall be distributed by the Certificate Paying Agent to the Depositor. (e) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State of the State of Delaware in accordance with the provisions of Section 3810(c) of the Statutory Trust Statute. (f) Notwithstanding anything to the contrary herein, the Trust shall not be revoked or terminated until all amounts owing to the Noteholders to the extent payable from the 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 the Certificateholder shall not (ix) operate to terminate this Trust Agreement or the Trust, Trust or (iiy) 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 Trust Estate or (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 of the Sale and Servicing Agreement, 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 cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. 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 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 winding up of the Trust and the written instructions of the Depositor, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminate.

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) VIII) and the Trust shall terminate and be of no further force or effect (i) upon the final distribution by the Owner Trustee of all moneys or other property or proceeds of the Trust Estate in accordance with the terms of Article V, (ii) at the Indenture, time provided in Section 9.02 or (iii) at the Sale and Servicing Agreement and Article 5time provided in Section 9.03. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder Owner, other than the Company as described in Section 9.02, shall not (ix) operate to terminate this Agreement or the Trust, Trust or (iiy) 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 (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither none of the Depositor nor Company or any Certificateholder Owner shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Distribution Date upon which Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer Company given pursuant to Section 9.01 of the Sale and Servicing Agreement9.03, 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 the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.025.05. 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 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 DepositorCompany, subject to applicable laws with respect to escheat lawsof funds. (d) Upon the winding up of the Trust and the written instructions of the Depositorits termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Business Trust Act. Thereupon Statute. (e) Upon any sale of the assets of the Trust pursuant to Section 9.02, the Trustee shall deposit the proceeds from such sale after all payments and this Agreement reserves therefrom have been made (other the "Insolvency Proceeds") in the Collection Account. On the Distribution Date on which the Insolvency Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Distribution Date, on the Distribution Date immediately following such deposit), the Trustee shall make the following deposits (after the application on such Distribution Date of the Total Distribution Amount and funds on deposit in the Reserve Account pursuant to Sections 5.03 and 5.04) from the Insolvency Proceeds and any funds remaining on deposit in the Reserve Account (including the proceeds of any sale of investments therein as described in the following sentence): (i) to the Certificate Distribution Account, any portion of the Certificateholders' Interest Distributable Amount not otherwise deposited into the Certificate Distribution Account on such Distribution Date; and (ii) to the Certificate Distribution Account, the Certificate Balance (after giving effect to the reduction in the Certificate Balance to result from the deposits made in the Certificate Distribution Account on such Distribution Date). Any investments on deposit in the Reserve Account which will not mature on or before such Distribution Date shall be sold by the Trustee at such time as will result in the Trustee receiving the proceeds from such sale not later than Article 8) the Payment Determination Date preceding such Distribution Date. Any Insolvency Proceeds remaining after the deposits described above shall terminatebe paid to the Company.

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) VIII) and the Trust shall terminate and be of no further force or effect upon the final distribution by the Owner Trustee or Paying Agent of all moneys 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 5. V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (ix) operate to terminate this Agreement or the Trust, Trust or (iiy) 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 (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee Paying Agent by letter to the Certificateholders mailed within five Business Days of receipt of actual notice of such termination from the Servicer given pursuant to Section 9.01 9.01(b) of the Sale and Servicing Agreement, 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 Owner 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 the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. 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 Owner Trustee Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and 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 Owner Trustee to the Depositor, subject to applicable escheat laws. (d) Upon the winding up of the Trust and the written instructions of the Depositorits termination, the Owner Trustee shall cause the Certificate of Trust to be 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 of the Statutory Business Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminateStatute.

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) VIII) and the Trust shall terminate and be of no further force or effect upon the final distribution by the Owner Trustee of all 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 5. V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (i) operate to terminate this Agreement or the Trust, (ii) 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 (iii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Distribution Date upon which Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 of the Sale and Servicing Agreement, 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 the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.02. 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 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 Depositorholder of the Residual Interest, subject to applicable escheat laws. (d) Upon the winding up of the Trust and the written instructions of the Depositor, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Business Trust ActStatute. Thereupon the Trust and this Agreement (other than Article 8) VIII) shall terminate.

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) and the The Trust shall terminate and be of no further force or effect upon dissolved immediately prior to the final distribution by the Owner Trustee or Paying Agent of all moneys 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, if any, and Article 5. V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (ix) operate to terminate this Agreement or the Trust, Trust or (iiy) 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 (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee Paying Agent by letter to the Certificateholders mailed within five Business Days of receipt of actual notice of such termination from the Servicer given pursuant to Section 9.01 9.01(b) of the Sale and Servicing Agreement, 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 Owner 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 the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. 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 Owner Trustee Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and 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 Owner Trustee Paying Agent to the Depositor, Depositor subject to applicable escheat laws. (d) Upon the winding up of the Trust and receipt of written instruction from the written instructions of the DepositorAdministrator, the Owner Trustee shall cause the Certificate of Trust to be 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 of the Statutory Trust Act. Thereupon Act and thereupon the Trust and this Trust Agreement (other than Article 8) VIII) shall terminateterminate and be of no further force or effect.

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) and the Trust The Issuer shall terminate and be of no further force or effect upon dissolve as soon as reasonably practicable after the final distribution by the Owner Trustee of all 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 5V, but before the payment to the Certificateholders of all amounts required to be paid to them pursuant to this Agreement, which payment will be made only after the Owner Trustee has satisfied its obligations under Section 3808(e) of the Statutory Trust Statute; provided, however, that in no event shall the Issuer created by this Agreement continue beyond the expiration of 21 years from the date of this Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder, any Certificate Owner or the Class R Certificateholder shall not (ix) operate to terminate this Agreement or the TrustIssuer, nor (iiy) entitle such Certificateholder’s, such Certificate Owner’s or the Class R 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 the Owner Trust Estate or nor (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(aclause (a), neither none of the Depositor nor Depositor, the Class R Certificateholder or any Certificateholder shall be entitled to revoke or terminate the TrustIssuer. (c) Notice of any termination of the TrustIssuer, specifying the Payment Date upon which the Certificateholders shall surrender their Trust Certificates to the Owner Trustee or the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 9.1(c) of the Sale and Servicing Agreement, 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 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 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 Owner Trustee or the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.025.2. In the event that 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 notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and 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 Owner Trust Estate after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, by the Owner Trustee to the Class R Certificateholder. (d) Any funds remaining in the Issuer after funds for final distribution have been distributed or set aside for distribution shall be distributed by the Owner Trustee to the Depositor, subject to applicable escheat lawsClass R Certificateholder. (de) Upon the winding up of the Trust and the written instructions Issuer in accordance with Section 3808 of the DepositorStatutory Trust Statute, the Owner Trustee shall cause the Certificate of Trust to be cancelled canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act. Thereupon the Trust Statute and thereupon, this Agreement (other than Article 8) VIII) and the Issuer shall terminate.

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 Article VIII) and Article 8) and the Trust Issuer shall terminate and be of no further force or effect effect, upon the final distribution by the Owner Trustee of all 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 5. V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder or Owner shall not (ix) operate to terminate this Agreement or the TrustIssuer, nor (iiy) 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 Issuer or Owner Trust Estate or nor (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(aclause (a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the TrustIssuer. (c) Notice of any termination of the TrustIssuer, 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 by the Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 9.1(c) of the Sale and Servicing Agreement, 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 (per $1,000 of Certificate Balance) 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 the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.02. In the event that 5.2. (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 notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and 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 Issuer after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositordistributed, subject to applicable escheat laws. (d) Upon the winding up of the Trust and the written instructions of , by Owner Trustee to the Depositor, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminate.

Termination of Trust Agreement. (a) This Trust Agreement (other than Article VII and Section 5.05 and Article 8) 10.08) shall terminate and the Trust shall dissolve, wind up and terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect upon the earlier of (i) the final distribution by the Owner Trustee of all moneys or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Sale and Servicing this Trust Agreement and Article 5the REMIC Class A Indenture and (ii) the distribution of all of the assets of the Owner Trust Estate, in accordance with written instructions provided to the Securities Administrator by the Majority Certificateholder, following the optional redemption of the Notes effected by the Majority Certificateholder pursuant to Section 8.07 of the Indenture; provided in each case that all amounts owing to the Noteholders or holders of REMIC Class A Notes, as applicable, 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 (ix) operate to terminate this Trust Agreement or the Trust, Trust or (iiy) 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 (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a8.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notwithstanding anything to the contrary herein, the Trust shall not terminate upon receipt of any notice of the occurrence of a TMP Trigger Event or a REMIC Conversion. (d) Notice of any termination of the Trust, specifying the Payment Date upon which Certificateholders shall surrender their Trust Certificates to the Paying Agent Securities Administrator for payment of the final distribution and cancellation, shall be given by the Owner Trustee Securities Administrator by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination the final payment on the Notes from the Servicer given pursuant to Section 9.01 of the Sale and Servicing AgreementSecurities Administrator, 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 Securities Administrator 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 Owner Trustee Securities Administrator shall give such notice to the Certificate Registrar (if other than the Owner Trustee) Trustee and the Paying Agent Securities Administrator at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent Securities Administrator shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.025.01. 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 Owner Trustee Securities Administrator shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and 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 Owner Trustee Securities Administrator 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 Owner Trustee Securities Administrator to the Depositor, subject to applicable escheat laws. (de) Upon the winding up of the Trust and the written instructions of the Depositorits termination, the Owner Trustee shall shall, at the direction and expense of the Seller, cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 3810(c) of the Statutory Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminateStatute.

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) and the Trust Eight) shall terminate and the Issuing Entity shall dissolve and be wound up in accordance with Section 3808 of no further force or effect the Statutory Trust Statute, upon the earliest of (i) the final distribution by the Owner Trustee of all moneys funds or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, Indenture and this Agreement or (ii) at the Sale and Servicing Agreement and Article 5times provided in Section 9.03. The bankruptcy, liquidation, dissolution, or termination, death or incapacity of any Certificateholder Trust Certificateholder, other than the Depositor, as described in Section 9.03, shall not (i) operate to terminate this Agreement or the TrustIssuing Entity, (ii) 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 Trust Issuing Entity or Owner Trust Estate or nor (iii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither the Depositor nor any other Trust Certificateholder shall be entitled to revoke or terminate the TrustIssuing Entity. (c) Notice of any termination of the Trustthis Agreement pursuant to Section 9.01(a), specifying the Payment Date upon which the Trust Certificateholders shall surrender their Trust Certificates to the Paying Agent for final payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Trust Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 of the Sale and Servicing AgreementAdministrative Agent, 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 Trust Certificateholders and the CertificateholdersDepositor. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to the Trust Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. In The Owner Trustee shall promptly notify each Rating Agency upon the event that all final payment of the Trust Certificates. (d) If one or more of the Trust Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above above-mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Trust Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice notice, all 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 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 funds remaining in the Trust Issuing Entity after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor, subject to applicable escheat lawsAdministrative Agent. (de) Upon the winding up of the Trust Issuing Entity and the written instructions of the Depositorits termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminateStatute.

Termination of Trust Agreement. (a) This Agreement The Trust shall dissolve and terminate in accordance with Sections 3808(d) and (other than Section 5.05 and Article 8) and e) of the Trust shall terminate and be of no further force or effect Statute (i) upon the final distribution by the Owner Trustee of all 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 5. The bankruptcy, liquidation, dissolution, death V or incapacity of any Certificateholder shall not (i) operate to terminate this Agreement or the Trust, (ii) entitle such Certificateholder’s legal representatives at the time provided in Section 9.02. Any money 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 other property held as part of the Trust or Owner Trust Estate or following such distribution (iiiand following a final distribution of proceeds from a sale under Section 9.02) otherwise affect shall be distributed to the rights, obligations and liabilities of the parties heretoDepositor. (b) Except as provided in Section 9.01(a), neither the Depositor nor any Certificateholder the Owner shall be entitled to revoke or terminate the Trust. (c) Notice of any termination dissolution of the Trust, specifying the Payment Date upon which Certificateholders the Certificateholder shall surrender their Trust Certificates its Certificate to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders Certificateholder mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 9.01(c) of the Sale and Servicing Agreement, stating (i) the Payment 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 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 Certificate 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 CertificateholdersCertificateholder. Upon presentation and surrender of the Trust CertificatesCertificate, the Paying Agent shall cause to be distributed to the Certificateholders Certificateholder amounts distributable on such Payment Date pursuant to Section 5.02. In the event that all of the Certificateholders 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 Owner Trustee shall give a second written notice to the remaining Certificateholders Certificateholder to surrender their Trust Certificates its Certificate for cancellation and 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 Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders Certificateholder concerning surrender of their Trust Certificatesits Certificate, 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 winding up of the Trust and the written instructions satisfaction of all obligations in accordance with Section 3808 of the DepositorTrust Statute, the Owner Trustee shall cause the Certificate of Trust to be cancelled canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act. Thereupon Statute and the Trust shall terminate and this Agreement (other than Article 8) VIII) shall terminatebe of no further force or effect.

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) and the The Trust shall terminate and be of no further force or effect dissolve upon the final distribution by the Owner Trustee of all 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 5. V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder Owner shall not (ix) operate to dissolve or terminate this Agreement or the Trust, Trust or (iiy) 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 (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither none of the Depositor nor Depositor, the Company or any Certificateholder Owner shall be entitled to revoke revoke, dissolve or terminate the Trust. (c) Notice of any termination dissolution of the Trust, specifying the Payment Date upon which Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of a termination notice of such termination from the Servicer given pursuant to Section 9.01 9.01(c) of the Sale and Servicing Agreement, 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 cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. 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 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 Owner Trustee Paying Agent to the Depositor, subject to applicable escheat lawsCompany. (d) Upon the winding up of the Trust and the written instructions in accordance with Section 3808 of the DepositorStatutory Trust Statute, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act. Thereupon Statute and the Trust and this Agreement (other than Article 8) VIII) shall terminateterminate and be of no further force or effect.

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) and the The Trust shall terminate and be of no further force or effect upon dissolved immediately prior to the final distribution by the Owner Trustee or Paying Agent of all moneys 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, if any, and Article 5. V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (ix) operate to terminate this Agreement or the Trust, Trust or (iiy) 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 (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee Paying Agent by letter to the Certificateholders mailed within five Business Days of receipt of actual notice of such termination from the Servicer given pursuant to Section 9.01 9.01(b) of the Sale and Servicing Agreement, 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 Owner Trustee Paying Agent shall give such notice to the Certificate Registrar (if other than the Owner Indenture Trustee) and the Paying Agent Owner Trustee at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. 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 Owner Trustee Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and 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 Owner Trustee Paying Agent to the Depositor, Depositor subject to applicable escheat laws. (d) Upon the winding up of the Trust and receipt of written instruction from the written instructions of the DepositorAdministrator, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminate.filing

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) 6.9) and the Trust shall terminate in accordance with Section 3808 of the Statutory Trust Act and be of no further force or effect upon on the final distribution by the CARAT Owner Trustee of all moneys monies or other property or proceeds of the CARAT Owner Trust Estate in accordance with the terms of the CARAT Indenture, the Trust Sale and Servicing Agreement Administration Agreement, the Interest Rate Swaps and Article 5. V. The bankruptcy, liquidation, dissolution, death or incapacity of any CARAT 20 -SN Certificateholder shall not (ix) operate to terminate this Agreement or the Trust, (iiy) entitle such CARAT 20 -SN 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 CARAT Owner Trust Estate Estate, or (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither Neither the Depositor nor any CARAT 20 -SN Certificateholder shall be entitled to revoke or terminate the TrustTrust or this Agreement. (c) Notice Subject to Section 5.2(a), notice of any termination of the Trust, specifying the Payment Distribution Date upon which the CARAT 20 -SN Certificateholders shall surrender their Trust CARAT 20 -SN Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the CARAT Owner Trustee by letter to the CARAT 20 -SN Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer Trust Administrator given pursuant to Section 9.01 8.01(c) of the Trust Sale and Servicing Administration Agreement, stating stating: (i) the Payment Distribution Date upon or with respect to which final payment of the Trust CARAT 20 -SN Certificates shall be made upon presentation and surrender of the Trust CARAT 20 -SN Certificates at the office of 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 Distribution Date is not applicable, payments being made only upon presentation and surrender of the Trust CARAT 20 -SN Certificates at the office of the Paying Agent therein specified. The CARAT Owner Trustee shall give such notice to the Certificate Registrar (if other than the CARAT Owner Trustee) and the Paying Agent at the time such notice is given to the CARAT 20 -SN Certificateholders. Upon presentation and surrender of the Trust CARAT 20 -SN Certificates, the Paying Agent shall cause to be distributed to the CARAT 20 -SN Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.02. In the event that 5.2. (d) If all of the CARAT 20 -SN Certificateholders shall not surrender their Trust CARAT 20 -SN Certificates for cancellation within six months after the date specified in the above mentioned written noticenotice referred to in Section 7.1(c), the CARAT Owner Trustee shall give a second written notice to the remaining CARAT 20 -SN Certificateholders to surrender their Trust CARAT 20 -SN Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust CARAT 20 -SN Certificates shall not have been surrendered for cancellation, the CARAT Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining CARAT 20 -SN Certificateholders concerning surrender of their Trust CARAT 20 -SN 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 Trust after exhaustion of such remedies in the preceding sentence shall be deemed property of the Depositor and distributed by the CARAT Owner Trustee to the Depositor, subject and the CARAT Owner Trustee shall have no further liability to applicable escheat lawsthe CARAT 20 -SN Certificateholders with respect thereto. (de) Upon the winding up and termination of the Trust and the written instructions in accordance with Section 3808 of the DepositorStatutory Trust Act and this Section, the CARAT Owner Trustee shall cause the Certificate of Trust to be cancelled canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminate.

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) VIII) and the Trust shall terminate and be of no further force or effect upon the final distribution by the Owner Trustee or Paying Agent of all moneys 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 5. V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (ix) operate to terminate this Agreement or the Trust, Trust or (iiy) 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 (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee Paying Agent by letter to the Certificateholders mailed within five Business Days of receipt of actual notice of such termination from the Servicer given pursuant to Section 9.01 9.01(b) of the Sale and Servicing Agreement, 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 Owner 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 the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. 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 Owner Trustee Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and 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 Owner Trustee to the Depositor, subject to applicable escheat laws. (d) Upon the winding up of the Trust and the written instructions of the Depositorits termination, the Owner Trustee shall cause the Certificate of Trust to be 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 of the Statutory Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminate.

Termination of Trust Agreement. (a) This Trust Agreement (other than Section 5.05 and Article 8) VII) and the Trust shall terminate and be of no further force or effect upon the earlier of (i) the final distribution by the Owner Trustee of all moneys or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Sale Indenture and Servicing this Trust Agreement and Article 5(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 effected by the Majority Certificateholder pursuant to Section 8.06 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 (ix) operate to terminate this Trust Agreement or the Trust, Trust or (iiy) 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 (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a8.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee Certificate Paying Agent by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination the final payment on the Notes from the Servicer given pursuant to Section 9.01 of the Sale and Servicing AgreementSecurities Administrator, 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 Owner Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and 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 Certificate Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.025.01. 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 Owner Trustee Certificate Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and 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 Owner 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 Owner Trustee Certificate Paying Agent to the Depositor, subject to applicable escheat laws. (d) Upon the winding up of the Trust and the written instructions of the Depositorits termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 3810(c) of the Statutory Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminateStatute.

Termination of Trust Agreement. (a) This Trust Agreement (other than Section 5.05 and Article 8) VIII hereof) shall terminate and the Trust shall dissolve and terminate and be of no further force or effect upon the final distribution by the Owner Indenture Trustee and the Delaware Trustee of all moneys or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, the Sale and Servicing Agreement Indenture and Article 5V hereof, respectively. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (i) operate to terminate this Trust Agreement or the Trust, nor (ii) 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 (iii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a)) hereof, neither the Depositor Sponsor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any 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 Delaware Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 of the Sale and Servicing AgreementIndenture, stating (i) the Payment Distribution 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 are being made only upon presentation and surrender of the Trust Certificates Certificate at the office of the Certificate Paying Agent therein specified. The Owner Delaware Trustee shall give such notice to the Certificate Registrar (if other than the Owner 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 the Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.025.01 hereof. Upon termination of this Trust Agreement and the dissolution of the trust, the Delaware Trustee shall file a certificate of cancellation with the Secretary of State. (d) 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 Owner Delaware Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and 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 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 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 Owner Delaware Trustee to the Depositor, subject to applicable escheat lawsSponsor. (d) Upon the winding up of the Trust and the written instructions of the Depositor, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminate.

Termination of Trust Agreement. (a) This Trust Agreement (other than Section 5.05 and this Article 8) VIII) and the Trust shall terminate and be of no further force or effect upon the final distribution by the Owner Trustee of all moneys or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, the Sale Indenture and Servicing Agreement and Article 5this Trust Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (i) operate to terminate this Trust Agreement or the Trust, (ii) 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 (iii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a8.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon on which Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution thereon and cancellationcancellation thereof, shall be given by the Owner Trustee Certificate Paying Agent by letter to the Certificateholders and the Enhancer mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 of the Sale and Servicing AgreementOwner Trustee, 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 Owner Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and 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 Certificate Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.025.01. 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 Owner Trustee Certificate Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and 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 Owner 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 Owner Trustee Certificate Paying Agent to the Depositor, subject Certificateholder of the majority of the Percentage Interest of the Certificates of the Class with respect to applicable escheat lawswhich such amounts are due. (d) Upon the winding up of the Trust and the written instructions of the Depositorits termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 3810(c) of the Statutory Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminateStatute.

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) and the The Trust shall terminate and be of no further force or effect dissolve, (i) upon the final distribution by the Owner Trustee of all 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 5. V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder or Owner, shall not (ix) operate to terminate this Agreement or the Trust, nor (iiy) 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 nor (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(aclause (a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any 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 by the Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 9.1(c) of the Sale and Servicing Agreement, 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 (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.025.2. 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 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, subject to applicable escheat laws, by the Owner Trustee to the Depositor. Certificateholders shall thereafter look solely to the Depositor as general unsecured creditors. (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 Depositor, subject to applicable escheat laws. (de) Upon dissolution and completion of the winding up of the Trust and the written instructions of the DepositorTrust, the Owner Trustee shall cause the Certificate of Trust to be cancelled canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Business Trust Act. Thereupon Statute and thereupon the Trust and this Agreement (other than Article 8) shall terminate. The Owner Trustee shall furnish notice of such dissolution to each Rating Agency.

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) 6.9) and the Trust shall terminate in accordance with Section 3808 of the Statutory Trust Act and be of no further force or effect upon on the final distribution by the Owner Trustee of all moneys monies or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Trust Sale and Servicing Agreement (including the exercise by the Servicer of its option to purchase the Receivables pursuant to Section 8.01(a) of the Trust Sale and Servicing Agreement), the Interest Rate Swaps and Article 5. V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (ix) operate to terminate this Agreement or the Trust, (iiy) 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 (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither Neither the Depositor Seller nor any Certificateholder shall be entitled to revoke or terminate the TrustTrust or this Agreement. (c) Notice Subject to Section 5.2(a), notice of any 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 by the Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 8.01(c) of the Trust Sale and Servicing Agreement, stating 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 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 the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.02. In the event that 5.2. (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 referred to 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 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 Trust 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, subject and the Owner Trustee shall have no further liability to applicable escheat lawsthe Certificateholders with respect thereto. (de) Upon the winding up and termination of the Trust and the written instructions in accordance with Section 3808 of the DepositorStatutory Trust Act and this Section, the Owner Trustee shall cause the Certificate of Trust to be cancelled canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminate.

Termination of Trust Agreement. (a) This Agreement ------------------------------ (other than Section 5.05 and Article 8) VIII) and the Trust shall terminate and be of no further force or effect upon the final distribution by the Owner Trustee of all moneys 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 5. V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (ix) operate to terminate this Agreement or the Trust, Trust or (iiy) 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 (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of actual notice of such termination from the Servicer given pursuant to Section 9.01 9.01(b) of the Sale and Servicing Agreement, 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 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 cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. 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 Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and 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 Owner Trust Estate after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor, subject to applicable escheat laws. (d) Upon the winding up of the Trust and the written instructions of the Depositorits termination, the Owner Trustee and/or the Delaware Trustee shall cause the Certificate of Trust to be 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 of the Statutory Business Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminateStatute.

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) this Article) and the Trust shall terminate and be of no further force or effect upon the final distribution by the Owner Trustee of all moneys or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, the Sale Indenture and Servicing Agreement and Article 5this Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (i) operate to terminate this Agreement or the Trust, (ii) entitle such Certificateholder’s Certificateholders' legal representatives or heirs to claim an accounting or to take pursue any action or proceeding in any court Proceeding for a partition or winding up of all or any part of the Trust or the Trust Estate or (iii) otherwise affect the rights, obligations and liabilities of the parties hereto. Notwithstanding any other provision of this Agreement, in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's, living on the date hereof. (b) Except as provided in Section 9.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any 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 by the Owner Trustee Certificate Paying Agent by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 of the Sale and Servicing AgreementOwner Trustee, 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 Owner Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and 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 CertificatesCertificate, the Certificate Paying Agent shall cause to be distributed to the Certificateholders the amounts distributable on such Payment Date pursuant to Section 5.025.01. 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 above-mentioned written notice, the Owner Trustee Certificate Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and 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 Payment Date on which final payment of the Trust Certificates was to have been made pursuant to Section 5.01, the Certificates shall not have been surrendered for cancellation, the Owner Trustee Certificate Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders Certificateholder concerning surrender of their Trust Certificatesthe Certificate, 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 Trustee Collection Account after exhaustion of such remedies and the payment of all amounts due the Noteholders shall be distributed by the Owner Trustee Certificate Paying Agent to the Depositor, subject Certificateholder of the majority of the Percentage Interest of the Certificates of the Class with respect to applicable escheat lawswhich such amounts are due. (dc) Upon the winding up of the Trust and the written instructions of the Depositorits termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 3810(d) of the Statutory Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminateStatute.

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) and the The Trust shall terminate and be of no further force or effect dissolve upon the final distribution by the Owner Trustee of all moneys 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 5Five. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder Owner shall not (i) operate to terminate this Agreement or the Trust, (ii) 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 (iii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither of the Depositor Depositor, the Insurer nor any Certificateholder Owner shall be entitled to dissolve, revoke or terminate the Trust. (c) Notice of any termination dissolution of the Trust, specifying the Payment Distribution Date upon which Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of a termination notice of such termination from the Master Servicer given pursuant to Section 9.01 9.01(c) of the Sale and Servicing AgreementAgreement and no later than 20 days prior to such dissolution, 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 in The City of New York 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 the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.02. 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 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 laws5. (d) Upon the winding up of the Trust and the written instructions of the Depositor, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminate.

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) and the The Trust shall terminate and be of no further force or effect upon dissolved immediately prior to the final distribution by the Owner Trustee or Paying Agent of all moneys 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, if any, and Article 5. V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (ix) operate to terminate this Agreement or the Trust, Trust or (iiy) 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 (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee Paying Agent by letter to the Certificateholders mailed within five Business Days of receipt of actual notice of such termination from the Servicer given pursuant to Section 9.01 9.01(b) of the Sale and Servicing Agreement, 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 Owner 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 the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. 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 Owner Trustee Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and 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 Owner Trustee Paying Agent to the Depositor, Depositor subject to applicable escheat laws. (d) Upon the winding up of the Trust and receipt of written instruction from the written instructions of the DepositorAdministrator, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminate.filing

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) and the Trust shall terminate and be of no further force or effect upon the final distribution by the Owner Trustee of all 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 5. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (i) operate to terminate this Agreement or the Trust, (ii) 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 (iii) otherwise affect the rights, obligations and liabilities of the parties hereto.. 30 (2019-B Amended and Restated Trust Agreement) (b) Except as provided in Section 9.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 of the Sale and Servicing Agreement, 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 cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. 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 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 winding up of the Trust and the written instructions of the Depositor, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminate.

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) VIII) and the Trust shall terminate and be of no further force or effect upon the final distribution by the Owner Trustee of all 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 5. V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not not: (ix) operate to terminate this Agreement or the Trust, (iiy) 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 (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a9.1(a), neither the Depositor Depositor, the Trustee nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination 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 termination from the Servicer given pursuant to Section 9.01 9.1(c) of the Sale and Servicing Agreement, stating Agreement 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 cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.025.2. 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 Trust Agreement 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 winding up termination of the Trust and the written instructions of the DepositorTrust, the Owner Trustee shall cause the Certificate of Trust to be cancelled 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 Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminateStatute.

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) VIII) and the Trust shall terminate and be of no further force or effect (i) upon the final distribution by the Owner Trustee of all 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 5V or (ii) at the time provided in Section 9.02. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder Owner, other than the Company as described in Section 9.02, shall not (ix) operate to terminate this Agreement or the Trust, Trust or (iiy) 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 (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither none of the Depositor nor Depositor, the Company or any Certificateholder Owner shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Distribution Date upon which Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five ____ Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 of the Sale and Servicing Agreement, 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 the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.02. 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 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 lawsCompany. (d) Upon the winding up of the Trust and the written instructions of the Depositorits termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Business Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminateStatute.

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) VIII) and the Trust shall terminate and be of no further force or effect upon the final distribution by the Owner Trustee of all 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 5. V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (i) operate to terminate this Agreement or the Trust, (ii) 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 (iii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 of the Sale and Servicing Agreement, 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 cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. 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 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 Depositorholder of the residual interest in the Trust, subject to applicable escheat laws. (d) Upon the winding up of the Trust and the written instructions of the Depositor, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust ActStatute. Thereupon the Trust and this Agreement (other than Article 8) VIII) shall terminate.. ARTICLE X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) Eight) and the Trust shall terminate and be of no further force or effect upon the earlier of (i) final distribution by the Owner Trustee of all 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 5Five and (ii) the expiration of 21 years from the death of the survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James’s, living on the date hereof. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder Owner shall not (i) operate to terminate this Agreement or the Trust, (ii) 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 Trust Estate or (iii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither the Trust Depositor nor any Certificateholder Holder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Distribution Date upon which Certificateholders the Certificateholder shall surrender their the Trust Certificates Certificate to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders Certificateholder mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 10.01 of the Sale and Servicing Agreement, stating (i) the Payment Distribution 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 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 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 CertificateholdersCertificateholder. Upon presentation and surrender of the Trust CertificatesCertificate, the Paying Agent shall cause to be distributed to the Certificateholders Certificateholder amounts distributable on such Payment Distribution Date pursuant to Section 5.02. 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 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 laws5.01. (d) Upon the winding up of the Trust and the written instructions of the Depositorits termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust ActStatute. Thereupon the Trust and this Agreement (other than Article 8) shall terminate.ARTICLE TEN

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) VIII) and the Trust shall terminate and be of no further force or effect upon the final distribution by the Owner Trustee of all 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 5. V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder Owner shall not (ix) operate to terminate this Agreement or the Trust, Trust or (iiy) 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 (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither none of the Depositor nor Depositor, the Company or any Certificateholder Owner shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Distribution Date upon which Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 9.01(c) of the Sale and Servicing Agreement, 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 the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.02. 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 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 Owner Trustee Paying Agent to the Depositor, subject to applicable escheat lawsCompany. (d) Upon the winding up of the Trust and the written instructions of the Depositorits termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Business Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminateStatute.

Termination of Trust Agreement. (a) This Agreement (other ------------------------------ than Section 5.05 and Article 8) VIII) and the Trust shall terminate and be of no further force or effect (i) upon the final distribution by the Owner Trustee of all 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 5V or (ii) at the time provided in Section 9.02. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder Owner, other than the Company as described in Section 9.02, shall not (ix) operate to terminate this Agreement or the Trust, Trust or (iiy) 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 (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither none of the Depositor nor Depositor, the Company or any Certificateholder Owner shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Distribution Date upon which Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Master Servicer given pursuant to Section 9.01 of the Sale and Servicing Agreement, 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 the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.02. 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 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 lawsCompany. (d) Upon the winding up of the Trust and the written instructions of the Depositorits termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Business Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminateStatute.

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) and the Trust shall dissolve and terminate and be in accordance with Section 3808 of no further force or effect the Statutory Trust Statute upon the earlier of (i) the day following the final distribution by the Owner Trustee of all moneys or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, the Sale Transfer and Servicing Agreement and Article 5V; provided, that, the Trust Depositor shall have delivered a written notice to the Owner Trustee electing to terminate the Trust, and (ii) the time provided in Section 9.02. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder Owner, other than the Trust Depositor as described in Section 9.02, shall not (i) operate to terminate this Agreement or the Trust, (ii) 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 Trust Estate or (iii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section subsection 9.01(a), neither the Trust Depositor nor any Certificateholder Holder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination 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 by the Owner Trustee by letter to the Certificateholders Certificateholder mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 10.01 of the Sale Transfer and Servicing Agreement, 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 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 the CertificateholdersCertificateholder. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to the Certificateholders Certificateholder amounts distributable on such Payment Date pursuant to Section 5.02. . (d) In the event that all of the Certificateholders a Certificateholder shall not surrender their its Trust Certificates Certificate(s) 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 such Certificateholder to surrender their its Trust Certificates Certificate(s) for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates Certificate(s) 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 Certificateholder concerning surrender of their its 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 Trust Depositor, subject to applicable escheat laws. (de) Upon the winding up of the Trust and the written instructions payment of all liabilities in accordance with Section 3808 of the DepositorStatutory Trust Statute, the Owner Trustee shall cause the Certificate of Trust to be cancelled canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act. Thereupon Statute at which time the Trust and this Agreement (other than Article 8) shall terminate. The Servicer shall be the liquidator of the Trust.

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) and the The Trust shall terminate and be of no further force or effect dissolve upon the final distribution by the Owner Trustee of all 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 5. V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder Owner shall not (ix) operate to dissolve or terminate this Agreement or the Trust, Trust or (iiy) 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 (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither none of the Depositor nor Depositor, the Company or any Certificateholder Owner shall be entitled to revoke revoke, dissolve or terminate the Trust. (c) Notice of any termination dissolution of the Trust, specifying the Payment Date upon which Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of a termination notice of such termination from the Servicer given pursuant to Section 9.01 9.01(c) of the Sale and Servicing Agreement, 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 cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. 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 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 winding up of the Trust and the written instructions of the Depositor, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminate.remain

Termination of Trust Agreement. (a) This Trust Agreement (other than Article VII and Section 5.05 and Article 8) 10.08) shall terminate and the Issuing Entity shall dissolve, wind up and terminate in accordance with Section 3808 of the Statutory Trust shall terminate Statute and be of no further force or effect upon the earlier of (i) the final distribution by the Owner Trustee of all moneys or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Sale Indenture and Servicing this Trust Agreement and Article 5(ii) the distribution of all of the assets of the Owner Trust Estate, in accordance with written instructions provided to the Certificate Paying Agent by the Majority Class X Certificateholder, following the optional redemption of the Notes effected by the Majority Class X Certificateholder pursuant to Section 8.06 of the Indenture; provided in each case that all amounts owing to the Noteholders, Holders of the Class S Certificates and 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 (ix) operate to terminate this Trust Agreement or the Trust, Issuing Entity or (iiy) 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 Issuing Entity or the Owner Trust Estate or (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a8.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the TrustIssuing Entity. (c) Notice of any termination of the TrustIssuing Entity, specifying the Payment Date upon which Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee Certificate Paying Agent by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination the final payment on the Notes and the Class S Certificates from the Servicer given pursuant to Section 9.01 of the Sale and Servicing AgreementIndenture Trustee, 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 Owner Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and 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 Certificate Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. 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 Certificate Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and 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 Owner 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 Owner Trustee Certificate Paying Agent to the Depositor, subject to applicable escheat laws. (d) Upon the winding up of the Trust Issuing Entity and the written instructions of the Depositorits termination, the Owner Trustee shall shall, at the direction and expense of the Sponsor, cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 3810(c) of the Statutory Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminateStatute.

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) VIII) and the Trust shall terminate and be of no further force or effect upon the final distribution by the Owner Trustee of all 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 5. V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (i) operate to terminate this Agreement or the Trust, (ii) 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 (iii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Distribution Date upon which Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 11.01(b) of the Sale and Servicing Agreement, 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 the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.02. 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 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 winding up of the Trust and the written instructions of the Depositorits termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Business Trust ActStatute. Thereupon the Trust and this Agreement (other than Article 8) VIII) shall terminate.

Termination of Trust Agreement. (a) This Trust Agreement (other than Section 5.05 and Article 8) VII) and the Trust shall terminate and be of no further force or effect upon the earliest of (i) the final distribution by the Owner Trustee of all 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, the Sale and Servicing Agreement and Article 5. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (ix) operate to terminate this Trust Agreement or the Trust, Trust or (iiy) 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 (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a8.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee Certificate Paying Agent by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination the final payment on the Bonds from the Servicer given pursuant to Section 9.01 of the Sale and Servicing AgreementIndenture Trustee, 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 Owner Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and 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 Certificate Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.025.01. 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 Owner Trustee Certificate Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and 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 Owner 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 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 winding up of the Trust and the written instructions of the Depositor, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminate.Trust

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 Article VIII) and Article 8) and the Trust Issuer shall terminate and be of no further force or effect effect, upon the final distribution by the Owner Trustee of all 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 5. V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder or Owner shall not (ix) operate to terminate this Agreement or the TrustIssuer, nor (iiy) 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 Issuer or Owner Trust Estate or nor (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(aclause (a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the TrustIssuer. (c) Notice of any termination of the TrustIssuer, 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 by the Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 9.1(c) of the Sale and Servicing Agreement, 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 (per $1,000 of Certificate Balance) 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 the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. 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 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 winding up of the Trust and the written instructions of the Depositor, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminate.TRUST AGREEMENT

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) and the Trust The Issuer shall terminate and be of no further force or effect upon dissolve as soon as reasonably practicable after the final distribution by the Owner Trustee of all 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 5V, but before the payment to the Certificateholders of all amounts required to be paid to them pursuant to this Agreement, which payment will be made only after the Owner Trustee has satisfied its obligations under Section 3808(e) of the Statutory Trust Statute; provided, however, that in no event shall the Trust created by this Agreement continue beyond the expiration of 21 years from the date of this Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder, any Certificate Owner or the Class R Certificateholder shall not (ix) operate to terminate this Agreement or the TrustIssuer, nor (iiy) entitle such Certificateholder’s, such Certificate Owner’s or the Class R 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 the Owner Trust Estate or nor (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(aclause (a), neither none of the Depositor nor Depositor, the Class R Certificateholder or any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the TrustIssuer, specifying the Payment Date upon which the Certificateholders shall surrender their Trust Certificates to the Owner Trustee or the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 9.1(c) of the Sale and Servicing Agreement, 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 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 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 Owner Trustee or the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.025.2. In the event that 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 notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and 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 Owner Trust Estate after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, by the Owner Trustee to the Class R Certificateholder. (d) Any funds remaining in the Issuer after funds for final distribution have been distributed or set aside for distribution shall be distributed by the Owner Trustee to the Depositor, subject to applicable escheat lawsClass R Certificateholder. (de) Upon the winding up of the Trust and the written instructions Issuer in accordance with Section 3808 of the DepositorStatutory Trust Statute, the Owner Trustee shall cause the Certificate of Trust to be cancelled canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act. Thereupon the Trust Statute and thereupon, this Agreement (other than Article 8) VIII) and the Issuer shall terminate.

Termination of Trust Agreement. (a) This Trust Agreement (other than Section 5.05 and Article 8) VIII hereof) shall terminate and the Trust shall dissolve and terminate and be of no further force or effect upon the final distribution by the Owner Indenture Trustee and the Delaware Trustee of all moneys or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, the Sale and Servicing Agreement Indenture and Article 5V hereof, respectively. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (i) operate to terminate this Trust Agreement or the Trust, nor (ii) 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 (iii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a)) hereof, neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any 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 Delaware Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 of the Sale and Servicing AgreementIndenture, stating (i) the Payment Distribution 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 are being made only upon presentation and surrender of the Trust Certificates Certificate at the office of the Certificate Paying Agent therein specified. The Owner Delaware Trustee shall give such notice to the Certificate Registrar (if other than the Owner 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 the Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.025.01 hereof. In Upon termination of this Trust Agreement and the event that all dissolution of the Certificateholders shall not surrender their trust in accordance with Section 3808 of the Delaware Statutory Trust Certificates for cancellation within six months after the date specified in the above mentioned written noticeAct, the Owner Delaware Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and 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 winding up of the Trust and the written instructions of the Depositor, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing file a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminateState.

Termination of Trust Agreement. (a) This Trust Agreement (other than Section 5.05 and Article 8) VII) and the Trust shall terminate and be of no further force or effect upon the earliest of (i) the final distribution by the Owner Trustee of all moneys or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture and this Trust Agreement, and (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 Issuer pursuant to Section 8.07 of the Indenture, ; provided in each case that all amounts owing to the Sale Noteholders to the extent payable from the Owner Trust Estate or proceeds thereof have been paid in full and Servicing Agreement and Article 5that all obligations under the Indenture have been discharged. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (ix) operate to terminate this Trust Agreement or the Trust, Trust or (iiy) 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 (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a8.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee Certificate Paying Agent by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination the final payment on the Notes from the Servicer given pursuant to Section 9.01 of the Sale and Servicing AgreementIndenture Trustee, 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 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 Owner Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and 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 Certificate Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.025.01. 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 Owner Trustee Certificate Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and 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 Notes 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 Owner 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 Owner Trustee Certificate Paying Agent to the Depositor, subject to applicable escheat laws. (d) Upon the winding up of the Trust and the written instructions of the Depositor, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminate.

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) and the Trust shall terminate and be of no further force or effect upon the final distribution by the Owner Trustee of all 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 5. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (i) operate to terminate this Agreement or the Trust, (ii) 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 (iii) otherwise affect the rights, obligations and liabilities of the parties hereto.. 30 (2013-B Amended and Restated Trust Agreement) (b) Except as provided in Section 9.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 of the Sale and Servicing Agreement, 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 cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. 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 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 winding up of the Trust and the written instructions of the Depositor, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminate.. 31 (2013-B Amended and Restated Trust Agreement)

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) VIII) and the Trust shall terminate and be of no further force or effect upon the final distribution by the Owner Trustee of all 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 5V or at the time provided in Section 9.02. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder Owner, other than the Company as described in Section 9.02, shall not (ix) operate to terminate this Agreement or the Trust, Trust or (iiy) 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 (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither none of the Depositor nor Depositor, the Company or any Certificateholder Owner shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Distribution Date upon which Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Master Servicer given pursuant to Section 9.01 of stating the Sale and Servicing Agreement, 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 the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.02. 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 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 lawsCompany. (d) Upon the winding up of the Trust and the written instructions of the Depositorits termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Business Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminateStatute.

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) and the Trust shall terminate The Issuer will dissolve and be of no further force or effect wound up upon the final distribution payment of all of the Issuer's debts and obligations, including (i) payment of all amounts due and payable by the Owner Trustee of all moneys or other property or proceeds of the Trust Estate Issuer in accordance with the terms of the Indenture and (ii) the payment or discharge of all other amounts owed by the Issuer under the Transaction Documents (including satisfaction and discharge of the Indenture, the Sale and Servicing Agreement and Article 5). The bankruptcy, liquidation, dissolution, death liquidation or incapacity dissolution of any the Ownership Certificateholder shall will not (ix) operate to terminate this Agreement or the TrustIssuer, (iiy) entitle such the Ownership 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 Issuer or the Trust Estate or (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither the Depositor Trustor nor any the Ownership Certificateholder shall will be entitled to revoke or terminate the TrustIssuer. (c) Notice Within five (5) Business Days following payment (or provision for payment) of any termination all of the TrustIssuer's debts and obligations, specifying the Payment Date upon which Certificateholders shall surrender their Trust Certificates Certificate Paying Agent will deliver a notice to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 of the Sale and Servicing Agreement, Ownership Certificateholder stating (i) the Payment Date date upon or with respect to which final payment of the Trust Certificates shall Ownership Certificate will be made upon presentation and surrender of the Trust Certificates such 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 will be made only upon presentation and surrender of the Trust Certificates each Certificate at the office of the Certificate Paying Agent therein specified. The Owner Trustee shall Certificate Paying Agent will give such notice to the Certificate Registrar (if other than the Owner TrusteeCertificate Paying Agent) and the Paying Agent at the time such notice is given to the CertificateholdersOwnership Certificateholder. Upon presentation and surrender of the Trust Certificateseach Certificate, the Certificate Paying Agent shall will cause to be distributed to the Certificateholders Ownership Certificateholder amounts distributable on such Payment Date pursuant to Section 5.02the date specified in the above-referenced notice. In the event that all of the Certificateholders shall Ownership Certificateholder will not surrender their Trust Certificates have surrendered the Ownership Certificate for cancellation within six (6) months after the date specified in the above mentioned written above- referenced notice, the Owner Trustee shall Certificate Paying Agent will give a second written notice to the remaining Certificateholders Ownership Certificateholder to surrender their Trust Certificates such Certificate for cancellation and receive the final distribution with respect thereto. If within one (1) year after the second notice all the Trust Certificates shall Ownership Certificate will not have been surrendered for cancellation, the Owner Trustee Certificate Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders Ownership Certificateholder concerning surrender of their Trust Certificatesthe 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 Subject to applicable laws with respect to escheat of funds or abandoned property, any money held by the Certificate Paying Agent in trust for the payment of any amount due with respect to any Certificate and remaining in unclaimed for two (2) years after such amount has become due and payable to the Trust after exhaustion Ownership Certificateholder will be discharged from such trust and paid by the Certificate Paying Agent to the Trustor, and the Ownership Certificateholder of such remedies shall be distributed by the Owner Trustee Certificate will thereafter, as an unsecured general creditor, look only to the DepositorTrustor for payment thereof (but only to the extent of the amounts so paid to the Trustor), subject and all liability of the Certificate Paying Agent with respect to applicable escheat lawssuch trust money will thereupon cease. (d) Upon the winding up of the Issuer and compliance with Section 3808(e) of the Statutory Trust Act by the Certificate Paying Agent, the Trustor will provide written notice thereof to the Delaware Trustee, and will direct the Delaware Trustee to, and the written instructions Delaware Trustee will, at the expense of the DepositorTrustor, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 3810(d) of the Statutory Trust Act. Thereupon Upon the Trust filing of the certificate of cancellation, the Issuer and this Agreement (other than Article 8) shall terminateVIII) will terminate and be of no further force or effect.

Termination of Trust Agreement. (a) This Trust Agreement (other than Article VII and Section 5.05 and Article 8) 10.08) shall terminate and the Trust shall dissolve, wind up and terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect upon the earlier of (i) the final distribution by the Owner Trustee of all moneys or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Sale Indenture and Servicing this Trust Agreement and Article 5(ii) the distribution of all of the assets of the Owner Trust Estate, in accordance with written instructions provided to the Certificate Paying Agent by the Majority Class E Certificateholder, following the optional redemption of the Notes effected by the Majority Class E Certificateholder pursuant to Section 8.06 of the Indenture; provided that all amounts owing to the Noteholders or 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 and Insurance and Indemnity Agreement, as applicable, have been discharged. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (ix) operate to terminate this Trust Agreement or the Trust, Trust or (iiy) 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 (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a8.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the TrustOwner Trust Estate, specifying the Payment Date upon which related Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee Certificate Paying Agent by letter to the related Certificateholders and Note Insurer, mailed within five Business Days of receipt of notice of such termination the final payment on the Notes from the Servicer given pursuant to Section 9.01 of the Sale and Servicing AgreementSecurities Administrator, stating (i) the Payment Date upon or with respect to which final payment of the Trust related Certificates shall be made upon presentation and surrender of the Trust related 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 related Certificates at the office of the Paying Certificate Payment Agent therein specified. The Owner Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to the related Certificateholders. Upon presentation and surrender of the Trust related Certificates, the Certificate Paying Agent shall cause to be distributed to the related Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. In the event that all of the related 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 Certificate Paying Agent shall give a second written notice to the remaining related Certificateholders to surrender their Trust Certificates for cancellation and 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 related 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 Owner 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 Owner Trustee Certificate Paying Agent to the Depositor, subject to applicable escheat laws. (d) Upon the winding up of the Trust and the written instructions of the Depositorits termination, the Owner Trustee shall shall, at the direction and expense of the Seller, cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 3810(c) of the Statutory Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminateStatute.

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) VIII) and the Trust shall terminate and be of no further force or effect upon the final distribution by the Owner Trustee of all 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 5. V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder or Owner shall not not: (ix) operate to terminate this Agreement or the Trust, or (iiy) entitle such Certificateholder’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 (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(aclause (a), neither the Depositor Initial Beneficial Holder nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any 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 by the Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Master Servicer given pursuant to Section 9.01 [ ] of the Sale and Master Servicing Agreement, stating 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 the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.025.2. 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 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, subject to applicable escheat laws, by the Owner Trustee to the Initial Beneficial Holder. (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 Depositor, subject to applicable escheat lawsInitial Beneficial Holder. (de) Upon the winding up of the Trust and the written instructions of the Depositorits termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Business Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminateStatute.

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) 6.9) and the Trust shall terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect upon on the final distribution by the Owner Trustee of all moneys monies or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Trust Sale and Servicing Agreement (including the exercise by the Servicer of its option to purchase the Secured Notes pursuant to Section 8.01(a) of the Trust Sale and Servicing Agreement) and Article 5. V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (ix) operate to terminate this Agreement or the Trust, (iiy) 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 (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither Neither the Depositor Seller nor any Certificateholder shall be entitled to revoke or terminate the TrustTrust or this Agreement. (c) Notice Subject to Section 5.2(a), notice of any 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 by the Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 8.01(c) of the Trust Sale and Servicing Agreement, stating 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 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 the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.02. In the event that 5.2. (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 referred to 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 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 Trust after exhaustion of such remedies in the preceding sentence shall be distributed by the Owner Trustee to the Depositor, subject to applicable escheat laws. (d) Upon the winding up deemed property of the Trust and the written instructions of the Depositor, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminate.Seller

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 Article VIII) and Article 8) and the Trust Issuer shall terminate and be of no further force or effect effect, upon the final distribution by the Owner Trustee of all 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 5. V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder or Owner shall not (ix) operate to terminate this Agreement or the TrustIssuer, nor (iiy) 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 Issuer or Owner Trust Estate or nor (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(aclause (a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the TrustIssuer. (c) Notice of any termination of the TrustIssuer, 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 by the Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 9.1(c) of the Sale and Servicing Agreement, 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 (per $1,000 of Certificate Balance) 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 the Certificateholders. Upon 22 TRUST AGREEMENT 28 presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.02. In the event that 5.2. (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 notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and 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 Issuer after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositordistributed, subject to applicable escheat laws. (d) Upon the winding up of the Trust and the written instructions of , by Owner Trustee to the Depositor, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminate.

Termination of Trust Agreement. (a) This Agreement (other than Section 5.05 and Article 8) VIII) and the Trust Issuer shall terminate and be of no further force or effect effect, upon the final distribution by the Owner Trustee of all 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 5V; provided, however, that in no event shall the Trust created by this Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the Court of St. Xxxxx, living on the date of this Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (ix) operate to terminate this Agreement or the TrustIssuer, nor (iiy) 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 nor (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(aclause (a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the TrustIssuer. (c) Notice of any termination of the TrustIssuer, 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 by the Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 9.1(c) of the Sale and Servicing Agreement, 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 the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.025.2. In the event that If all of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months sixty (60) days after the date specified in the above mentioned abovementioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year sixty (60) days 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 Depositor, subject to applicable escheat laws. (d) Upon dissolution and completion of the winding up of the Trust and Trust, including the written instructions payment or making reasonable provision for payment of all obligations of the DepositorTrust in accordance with Section 3808(e) of the Statutory Trust Act, the Owner Trustee shall cause the Certificate of Trust to be cancelled canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act. Thereupon Act and thereupon the Trust and this Agreement (other than Article 8) shall terminate. The Servicer shall act as the liquidator of the Trust and shall be responsible for directing the Owner Trustee to take all required actions in connection with the winding up of the Trust.

Termination of Trust Agreement. (a) This Trust Agreement (other than Section 5.05 and this Article 8) VIII) and the Trust shall terminate and be of no further force or effect upon the final distribution by the Owner Trustee of all moneys or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, the Sale Indenture and Servicing Agreement and Article 5this Trust Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (i) operate to terminate this Trust Agreement or the Trust, (ii) 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 (iii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a8.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon on which Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution thereon and cancellationcancellation thereof, shall be given by the Owner Trustee Certificate Paying Agent by letter to the Certificateholders and the Enhancer mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 of the Sale and Servicing AgreementOwner Trustee, 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 Owner Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and 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 Certificate Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.025.01. 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 Owner Trustee Certificate Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and 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 5.01, all the Trust Certificates shall not have been surrendered for cancellation, the Owner 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 Owner Trustee Certificate Paying Agent to the Depositor, subject Certificateholder of the majority of the Percentage Interest of the Certificates with respect to applicable escheat lawswhich such amounts are due. (d) Upon the winding up of the Trust and the written instructions of the Depositorits termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 3810(c) of the Statutory Trust Act. Thereupon the Trust and this Agreement (other than Article 8) shall terminateStatute.