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 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 '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 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 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 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 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 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 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 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 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 by the Majority Certificateholder pursuant to Section 8.07 of the Indenture; provided in each case that all amounts owing to the Noteholders to the extent payable from the Owner Trust Estate or proceeds thereof have been paid in full and that all obligations under the Indenture have been discharged. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (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 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 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 (other than Section 5.05 and Article 8) VIII) and the Trust shall terminate and be of no further force or effect upon the completion of winding up the Trust after its dissolution, which dissolution shall occur immediately prior to the final distribution by the Owner Trustee or Paying Agent of all moneys monies or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, the Sale and Servicing Agreement Exchange Note Transfer Agreement, and Article 5V, and the Administrator shall wind up the affairs of the Trust in the manner contemplated by Section 3808 of the Statutory Trust Act. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (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 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 dissolve, 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 15.1(b) of the Sale and Exchange Note Servicing AgreementSupplement, 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 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 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 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 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 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) 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) 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 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 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) 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 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 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 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 by the Majority Certificateholder pursuant to Section 8.07 of the Indenture; provided in each case that all amounts owing to the Noteholders to the extent payable from the Owner Trust Estate or proceeds thereof have been paid in full and that all obligations under the Indenture have been discharged. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (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(a)8.01(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 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 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 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 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) 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 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 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 Issuing Entity 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 (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) 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 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) 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) 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 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 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 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 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) 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) 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) 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 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 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 (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) 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 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 Holders of 100% of the Certificates, 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 lawsHolder of the Certificate. (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) 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 Trust Agreement (other than Section 5.05 and Article 8) VII) shall terminate and the Trust shall dissolve, wind up and terminate in accordance with Section 3808(e) 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 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(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust.[Reserved] (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 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 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) 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) VIII) and the Trust shall will 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 Transfer and Servicing Agreement and Article 5. V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall will 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 none of the Depositor nor or any Certificateholder shall will be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Monthly Payment Date upon which Certificateholders shall will surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall will 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 Transfer and Servicing Agreement, stating (i) the Monthly Payment Date upon or with respect to which final payment of the Trust Certificates shall will be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designatedOwner Trustee, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Monthly 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 specifiedOwner Trustee. The Owner Trustee shall will 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 Owner Trustee will cause to be distributed to the Certificateholders amounts distributable on such Monthly Payment Date pursuant to Section 5.02. In the event that all of the Certificateholders shall will not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall will give a second written notice to the remaining Certificateholders 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 will not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, 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 escheat laws, any funds remaining in the Trust after exhaustion of such remedies shall will 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) SECTION 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 Article 5. Servicing Agreement), the Interest Rate Swap and ARTICLE 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 SECTION 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 SECTION 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 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) 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] 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) 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 Trust. (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 5.02. 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 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 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 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 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 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 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 (other than Section 5.05 and Article 8) and the The Trust shall dissolve, be wound up and terminate and be in accordance with Section 3808 of no further force or effect the Delaware Statutory Trust Act upon (i) the final distribution by the Owner Trustee Paying Agent 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 Transaction Documents and Article 5V, upon which the Paying Agent shall notify the Owner Trustee and the Trust Depositor in writing and (ii) the written consent of the Certificateholders. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (ix) operate to dissolve or 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 Trust Estate or (iiiz) 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 shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date 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 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 AgreementCertificateholders, stating (i) the Payment Date 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 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 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 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 (6) months after the date specified in the 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 (1) year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Owner Trustee 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 after exhaustion of such remedies shall be distributed by the Owner Trustee Paying Agent to the Trust Depositor, subject . Certificateholders shall thereafter look solely to applicable escheat lawsthe Trust Depositor as general unsecured creditors. (d) Upon the winding up of the Trust and the written instructions payment of all liabilities in accordance with Section 3808 of the DepositorDelaware Statutory Trust Act, 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 Delaware Statutory Trust Act. Thereupon Thereupon, the Trust and this Trust Agreement (other than Article 8) the rights, benefits, protections, privileges and immunities of the Owner Trustee and the Trust Company) 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 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.to

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.. 20 (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) 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) VIII) shall terminate and the Trust shall dissolve and 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 satisfaction and discharge of the Trust Estate in accordance with the terms Indenture pursuant to Section 4.01 of the Indenture, Indenture and the termination of the Sale and Servicing Agreement and Article 5Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder Owner shall not (ix) operate to terminate this Agreement or the Trust, nor (iiy) entitle such CertificateholderOwner’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate or nor (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) The Trust Certificates shall be subject to an early redemption or termination at the option of the Majority Certificateholders in the manner and subject to the provisions of Section 12.02 of the Sale and Servicing Agreement. (c) Except as provided in Section 9.01(a)Sections 9.1(a) and (b) above, neither the Depositor nor any Certificateholder Owner shall be entitled to revoke or terminate the Trust. (cd) 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 distributions and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders and the Initial Noteholder mailed within five Business Days of receipt by the Owner Trustee of notice of such termination from the Servicer given pursuant to Section 9.01 of 9.1(a) or (b) above, which notice received by and given by the Sale and Servicing Agreement, stating Owner Trustee shall state (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent 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 specifieddesignated. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent Indenture Trustee at the time such notice is given to Certificateholders and the CertificateholdersInitial Noteholder. 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 5.025.01(c) of the Sale and Servicing Agreement. 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 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 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 Paying Agent to the Depositor, subject to applicable escheat lawsCertificateholders on a pro rata basis. (de) Upon the winding up of the Trust and its termination, including the making of reasonable provisions for the payment to creditors of the Trust in accordance with Section 3808 of the Statutory Trust Statute, the Owner Trustee shall, upon receipt of written instructions direction of the Depositor, 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 Administrator shall be responsible for the liquidation of the Owner Trust Estate and this Agreement (other than Article 8) shall terminatethe winding up and dissolution of the Trust.

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 (ix) operate to terminate this Agreement or the Trust, (iiy) 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 (iiiz) 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 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. 5.02 after payment by the Trust or the Servicer of any expenses incurred pursuant to Section 9.01(e). (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 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 (ix) operate to terminate this Agreement or the Trust, (iiy) 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 (iiiz) 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. 5.02 after payment by the Trust or the Servicer of any expenses incurred pursuant to Section 9.01(e). (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 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. 5.02 after payment by the Trust or the Servicer of any expenses incurred pursuant to Section 9.01(e). (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) 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 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 Agreement (other than Section 5.05 and Article 8) VIII) and the Trust shall terminate pursuant to the Statutory Trust Act and be of no further force or effect upon the final distribution by the Owner Trustee of all moneys or other property or proceeds satisfaction and discharge of the Trust Estate in accordance with the terms Indenture pursuant to Section 4.1 of the Indenture, Indenture and the termination of the Sale and Servicing Agreement and Article 5Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder the Transferor shall not (ix) operate to terminate this Agreement or the Trust, nor (iiy) entitle such CertificateholderTransferor’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding winding-up of all or any part of the Trust or Owner Trust Estate or nor (iiiz) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) The Class A Notes and the Certificates shall be subject to an early redemption or termination at the option of the Servicer in the manner and subject to the provisions of Section 8.01 of the Sale and Servicing Agreement. (c) Except as provided in Section 9.01(a)Sections 9.1(a) and (b) above, neither none of the Depositor nor any Certificateholder Depositor, the Insurer, the Administrator, or the Transferor shall be entitled to revoke or terminate the Trust. (cd) Notice of any termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Trust the Certificates to the Paying Agent for payment of the final distribution distributions and cancellation, shall be given by the Owner Trustee by letter Certificate Registrar to the Certificateholders mailed within five Business Days of receipt by the Certificate Registrar of notice of such termination from the Servicer given pursuant to Section 9.01 of (a) or (b) above, which notice given by the Sale and Servicing Agreement, stating Certificate Registrar shall state (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, applicable and payments being made only upon presentation and surrender submission of the Trust Certificates at the office of the Paying Agent therein specified. The Owner Trustee Certificate Registrar shall give such notice to the Certificate Registrar (if other than the Owner Trustee) Trustee and the Paying Agent at the time such notice is given to the Certificateholders. Upon presentation of such submission of a claim for and surrender acknowledgment of final distribution under the Trust Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.025.01 of the Sale and Servicing Agreement. In the event that all of the Certificateholders any Certificateholder shall not surrender their Trust Certificates have submitted its Certificate for cancellation within six months after the date specified in the above above-mentioned written notice, the Owner Trustee Certificate Registrar shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution Certificateholder with respect thereto. If within one year after the such second notice all the Trust Certificates Certificateholder shall not have been surrendered submitted its Certificate for cancellation, the Owner Trustee Certificate Registrar may take appropriate steps, or may appoint an agent to take appropriate steps, to contact such Certificateholder concerning the remaining Certificateholders concerning surrender of their Trust Certificatesfinal distribution, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining Upon the termination of the Trust pursuant to this Article IX, and upon the surrender of the Transferor Certificate, the Owner Trustee shall sell, assign and convey to the holder of the Transferor Interest or its designee, without recourse, representation or warranty, all right, title and interest of the Trust in the Trust after exhaustion Estate, whether then existing or thereafter created, all moneys due or to become due and all amounts received with respect thereto and all proceeds thereof, except for amounts held by the Indenture Trustee pursuant to Section 8.01(e) of the Sale and Servicing Agreement. The Owner Trustee shall execute and deliver such remedies instruments of transfer and assignment, in each case without recourse, as shall be distributed reasonably requested by the Owner Trustee holder of the Transferor Interest to vest in the Depositorholder of the Transferor Interest or its designee all right, subject to applicable escheat lawstitle and interest which the Trust had in the Trust Estate. (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 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) 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 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 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) 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 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 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