Common use of Termination of Trust Agreement Clause in Contracts

Termination of Trust Agreement. (a) The Trust shall dissolve in accordance with Section 3808 of the Statutory Trust Statute upon 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 of amounts in respect of such Receivables as provided in the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee of any prospective dissolution pursuant to this Section. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle 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 nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither the Depositor nor the Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder shall surrender the Certificate to the Owner Trustee for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution 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 Owner Trustee therein designated, (ii) the amount of any such final payment, (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate at the office of the Owner Trustee therein specified and (iv) interest will cease to accrue on the Certificate. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral Agent 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 Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the Certificateholder shall not surrender the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its 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, subject to applicable escheat laws, by the Owner Trustee to the Holder. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.

Termination of Trust Agreement. (a) The Trust shall dissolve in accordance with Section 3808 of the Statutory Trust Statute upon Act immediately prior to the maturity final distribution by the Owner Trustee of all monies or other liquidation property or proceeds of the last Receivable Owner Trust Estate in accordance with the terms of the Indenture, the Servicing Agreement (including the purchase exercise by the Servicer at of its option or by to purchase the Seller at its option Receivables pursuant to Section 8.01(a) of the corpus of the Trust as described in Section 10.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee of any prospective dissolution pursuant to this Section. Article V. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, any Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the 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 nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither the Depositor nor the 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 Distribution Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Certificates to the Owner Trustee Paying Agent for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c8.01(c) of the Sale and Servicing Agreement, stating stating: (i) the Distribution Date upon or with respect to which final payment of the Certificate Certificates shall be made upon presentation and surrender of the Certificate Certificates at the office of the Owner Trustee Paying Agent therein designated, ; (ii) the amount of any such final payment, ; and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate Certificates at the office of the Owner Trustee Paying Agent therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateCertificates, the Certificate Paying Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.7 5.2. (d) If all of the Sale and Servicing Agreement. In the event that the Certificateholder Certificateholders shall not surrender the Certificate their 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 Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Certificates for cancellation and receive the final distribution with respect thereto. If within one (1) year after the second notice all the Certificate 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 Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir 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, subject to applicable escheat laws, deemed property of the last Certificateholders of record and distributed by the Owner Trustee to the Holderlast Certificateholders of record, and the Owner Trustee shall have no further liability to the Certificateholders with respect thereto. (de) Upon the completion of the winding up and termination of the Trust in accordance with Section 3808 of the Statutory Trust StatuteAct and this Section 7.1 at the written direction and expense of the Certificateholders, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust StatuteAct. Thereupon, this Agreement (other than Sections 6.9, 9.8 and 9.9) and the Trust shall terminate.

Termination of Trust Agreement. (a) The Holding Trust shall dissolve and the Seller and the Servicer shall wind up the affairs of the Holding Trust in accordance with Section 3808 of the Statutory Trust Statute upon 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 Holding Trust as described in Section 10.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution of the Holding Trust. The Seller or the Servicer shall promptly notify the Owner Trustee of any prospective dissolution pursuant to this Section. For the avoidance of doubt, except as described in Section 8.1(d), the Owner Trustee shall have no responsibility for the dissolution, or winding-up, of the Holding Trust. The bankruptcy, liquidation, dissolution, death or incapacity of the Holding Trust Certificateholder, shall not (x) operate to terminate this Agreement or the Holding Trust, nor (y) entitle the Holding 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 Holding Trust or Owner Holding Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither the Depositor nor the Holding Trust Certificateholder shall be entitled to revoke or terminate the Holding Trust. (c) Notice of any termination of the Holding Trust, specifying the Distribution Date upon which the Holding Trust Certificateholder shall surrender the Holding Trust Certificate to the Owner Trustee Holding Trust Certificate Registrar for payment of the final distribution by the Holding Trust Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Holding Trust Certificateholder (with a copy to the Owner Trustee) mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Holding Trust Certificate shall be made upon presentation and surrender of the Holding Trust Certificate at the office of the Owner Trustee Holding Trust Certificate Registrar therein designated, (ii) the amount of any such final payment, (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Holding Trust Certificate at the office of the Owner Trustee Holding Trust Certificate Registrar therein specified and (iv) interest will cease to accrue on the Holding Trust Certificate. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral Agent Indenture Trustee at the time such notice is given to the Holding Trust Certificateholder. Upon presentation and surrender of the Holding Trust Certificate, the Holding Trust Certificate Paying Agent shall cause to be distributed to the Holding Trust Certificateholder amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the Holding Trust Certificateholder shall not surrender the Holding Trust Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee and the Holding Trust Certificate Registrar shall give a second written notice to the Holding Trust Certificateholder to surrender the Holding Trust Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Holding Trust 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 Holding Trust Certificateholder concerning surrender of its the Holding Trust 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 Holding Trust after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, by the Owner Trustee Holding Trust Certificate Paying Agent to the Holder. (d) Upon the completion of the winding up of the Holding Trust in accordance with Section 3808 of the Statutory Trust Statute, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall shall, at the expense of and upon written direction of the Seller that the Holding Trust has be wound up and direction to file, cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.

Termination of Trust Agreement. (a) The Trust shall dissolve in accordance with Section 3808 of the Statutory Trust Statute upon Act immediately prior to the maturity final distribution by the Owner Trustee of all monies or other liquidation property or proceeds of the last Receivable Owner Trust Estate in accordance with the terms of the Indenture, the Servicing Agreement (including the purchase exercise by the Servicer at of its option or by to purchase the Seller at its option Receivables pursuant to Section 8.01(a) of the corpus of the Trust as described in Section 10.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee of any prospective dissolution pursuant to this Section. Article V. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, any Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the 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 nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither the Depositor nor the 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 Distribution Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Certificates to the Owner Trustee Paying Agent for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c8.01(c) of the Sale and Servicing Agreement, stating stating: (i) the Distribution Date upon or with respect to which final payment of the Certificate Certificates shall be made upon presentation and surrender of the Certificate Certificates at the office of the Owner Trustee Paying Agent therein designated, ; (ii) the amount of any such final payment, ; and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate Certificates at the office of the Owner Trustee Paying Agent therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateCertificates, the Certificate Paying Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.7 5.2. (d) If all of the Sale and Servicing Agreement. In the event that the Certificateholder Certificateholders shall not surrender the Certificate their 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 Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Certificates for cancellation and receive the final distribution with respect thereto. If within one (1) year after the second notice all the Certificate 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 Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir 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, subject to applicable escheat laws, deemed property of the Depositor and distributed by the Owner Trustee to the HolderDepositor, and the Owner Trustee shall have no further liability to the Certificateholders with respect thereto. (de) Upon the completion of the winding up and termination of the Trust in accordance with Section 3808 of the Statutory Trust StatuteAct and this Section 7.1 at the written direction and expense of the Certificateholders, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust StatuteAct. Thereupon, this Agreement (other than Sections 6.9, 9.8 and 9.9) and the Trust shall terminate.

Termination of Trust Agreement. (a) The Trust shall dissolve and the Seller and the Servicer shall wind up the affairs of the Trust in accordance with Section 3808 of the Statutory Trust Statute upon 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 Holding Trust as described in Section 10.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee of any prospective dissolution pursuant to this Section. For the avoidance of doubt, except as described in Section 8.1(d), the Owner Trustee shall have no responsibility for the dissolution, or winding up, of the Trust. The bankruptcy, liquidation, dissolution, death or incapacity of the CertificateholderCertificateholders or Certificate Owners, shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the Certificateholder’s Certificateholders or Certificate Owners’ legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither the Depositor nor the Certificateholder Certificateholders shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the each Certificateholder shall surrender the its Certificate to the Owner Trustee Certificate Registrar for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to each Certificateholder (with a copy to the Certificateholder Owner Trustee) mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Certificate Certificates shall be made upon presentation and surrender of the Certificate Certificates at the office of the Owner Trustee Certificate Registrar therein designated, (ii) the amount of any such final payment, (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate Certificates at the office of the Owner Trustee Certificate Registrar therein specified and (iv) interest will cease to accrue on the CertificateCertificates. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral Agent Indenture Trustee at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateCertificates, the Certificate Paying Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the any Certificateholder shall not surrender the its Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee and the Certificate Registrar shall give a second written notice to the such Certificateholder to surrender the its Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the such 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 such Certificateholder concerning surrender of its 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, subject to applicable escheat laws, by the Owner Trustee Certificate Paying Agent to the HolderHolders. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall shall, at the expense of and upon written direction of the Seller that the Trust has be wound up and direction to file, cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.

Termination of Trust Agreement. (a) The Trust shall dissolve in accordance with Section 3808 of the Statutory Trust Statute upon 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 of amounts in respect of such Receivables as provided in the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee of any prospective dissolution pursuant to this Section. For the avoidance of doubt, except as described in Section 8.1(d), the Owner Trustee shall have no responsibility for the dissolution, or winding-up, of the Trust. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, shall not (xi) operate to terminate this Agreement or the Trust, nor (yii) entitle 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 nor (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither the Depositor nor the Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder shall surrender the Certificate to the Owner Trustee for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution 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 Owner Trustee therein designated, (ii) the amount of any such final payment, (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate at the office of the Owner Trustee therein specified and (iv) interest will cease to accrue on the Certificate. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral Agent 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 Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the Certificateholder shall not surrender the Certificate for cancellation within six (6) months after the date specified in the above above-mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one (1) year after the second notice the Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its 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, subject to applicable escheat laws, by the Owner Trustee to the Holder. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee Trustee, at the direction and expense of the Depositor, shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.

Termination of Trust Agreement. (a) The Trust shall dissolve in accordance with Section 3808 of the Statutory Trust Statute upon 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 of amounts in respect of such Receivables as provided in the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee of any prospective dissolution pursuant to this Section. For the avoidance of doubt, except as described in Section 8.1(d), the Owner Trustee shall have no responsibility for the dissolution, or winding-up, of the Trust. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, shall not (xi) operate to terminate this Agreement or the Trust, nor (yii) entitle 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 nor (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither the Depositor nor the Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder shall surrender the Certificate to the Owner Trustee for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution 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 Owner Trustee therein designated, (ii) the amount of any such final payment, (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate at the office of the Owner Trustee therein specified and (iv) interest will cease to accrue on the Certificate. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral Agent 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 Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the Certificateholder shall not surrender the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its 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, subject to applicable escheat laws, by the Owner Trustee to the Holder. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee Trustee, at the direction and expense of the Depositor, shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.

Termination of Trust Agreement. (a) The Trust shall dissolve in accordance with Section 3808 of the Statutory Trust Statute upon 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 of amounts in respect of such Receivables as provided in the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee of any prospective dissolution pursuant to this Section. For the avoidance of doubt, except as described in Section 8.1(d), the Owner Trustee shall have no responsibility for the dissolution, or winding-up, of the Trust. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle 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 nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither the Depositor nor the Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder shall surrender the Certificate to the Owner Trustee for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution 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 Owner Trustee therein designated, (ii) the amount of any such final payment, (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate at the office of the Owner Trustee therein specified and (iv) interest will cease to accrue on the Certificate. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral Agent 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 Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the Certificateholder shall not surrender the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its 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, subject to applicable escheat laws, by the Owner Trustee to the Holder. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee Trustee, at the direction and expense of the Depositor, shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.

Termination of Trust Agreement. (a) The Owner Trust shall dissolve in accordance with Section 3808 of the Statutory Trust Statute terminate upon the maturity or other liquidation of the last Receivable (including the purchase final distribution 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 of amounts in respect of such Receivables as provided in the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee of any prospective dissolution pursuant all moneys or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture and the Deposit and Administration Agreement; provided, that in no event will the Owner Trust continue more than 21 years after the date hereof. Any money or other property held as part of the Owner Trust Estate following such distribution shall be distributed to this Sectionthe Certificateholder. The bankruptcy, death, incapacity, liquidation, dissolution, death dissolution or incapacity termination of the Certificateholder, Depositor or Certificateholder (or any other beneficiary) shall not (x) operate to revoke or terminate this Agreement or the Owner Trust, nor or (y) entitle the Certificateholder’s 's (or any other beneficiary) 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 Owner Trust or Owner Trust Trustee Estate nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in Section 8.1(a) or 8.1(c), neither the Depositor nor the Certificateholder shall be entitled to revoke or terminate the Owner Trust. (c) Notice of any termination of Except as provided in this Section 8.1(c), neither the Trust, specifying the Distribution Date upon which Depositor nor the Certificateholder shall surrender be entitled to revoke or terminate the Certificate to Owner Trust or this Agreement. The Depositor and the Owner Trustee for payment of acknowledge that the final distribution by the Certificate Paying Agent and cancellationIndenture Trustee, shall be given by the Servicer on behalf of the Owner Trustee by letter Noteholders, is a third-party beneficiary of this Agreement and shall be entitled to enforce the terms of this Agreement to the Certificateholder mailed within five Business Days of receipt of notice of such termination from same extent as if they were signatories hereto. For so long as the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing AgreementNotes are outstanding, stating (i) the Distribution 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 neither the Owner Trustee therein designated, (ii) the amount of any such final payment, (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate at the office of the Owner Trustee therein specified and (iv) interest will cease to accrue on the Certificate. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral Agent 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 Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the Certificateholder shall not surrender the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its 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, subject to applicable escheat laws, by the Owner Trustee to the Holder. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute, nor this Agreement shall terminate and be revoked without the prior written consent of no further force or effect except as expressly set forth herein the Indenture Trustee. The Depositor and the Owner Trustee shall cause acknowledge that the Certificate Indenture Trustee, as an agent of the Noteholders, maintains a legitimate interest in ensuring that the Owner Trust is not revoked prior to the fulfillment of the Owner Trust objectives. In no event may this Agreement be canceled by filing a certificate amended without the prior written consent of cancellation with the Secretary Indenture Trustee if the effect of State such amendment is the revocation or termination of this Owner Trust other than in accordance with the provisions of this Section 3810 of the Statutory Trust Statute8.1.

Termination of Trust Agreement. (a) The Trust This Agreement (other than Article VIII) shall terminate and the Issuer shall dissolve and be wound up in accordance with Section 3808 of the Statutory Trust Statute Act, upon the earlier of (i) the maturity or other liquidation of the last Receivable (including or other asset) in the purchase by Owner Trust Estate and the Servicer at its option final distribution of all moneys or by the Seller at its option other property or proceeds of the corpus Owner Trust Estate in accordance with the terms of this Agreement, the Trust as described Indenture and the Sale and Servicing Agreement (including, but not limited to, any property and proceeds to be deposited in Section 10.1 the Collection Account pursuant to the terms of the Sale and Servicing AgreementAgreement or to be released by the Indenture Trustee from the Lien of the Indenture pursuant to the terms of the Indenture), and (ii) the election by the Servicer to purchase the Collateral (other than the Reserve Account) pursuant to Section 9.01 of the Sale and Servicing Agreement and the subsequent payment or distribution to all Securityholders of all amounts in respect of such Receivables as provided in required to be paid to them under the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 Indenture and the rights under Section 7.1 shall survive the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee of any prospective dissolution pursuant to this SectionAgreement. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, any Certificateholder shall not (x) operate to terminate this Agreement or the TrustIssuer, nor (y) entitle the 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 Estate, nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in Section 9.01(a), neither the Depositor nor the any Certificateholder shall be entitled to revoke or terminate the TrustIssuer. (c) Notice of any termination of the TrustIssuer, specifying the Distribution Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Certificates to the Owner Trustee Paying Agent for payment of the final distribution by the Certificate Paying Agent distributions and cancellation, shall shall, if any Certificates are then held by anyone other than the Depositor or any of its Affiliates, be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) 10.03 of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Certificate Certificates shall be made upon presentation and surrender of the Certificate Certificates at the office of the Owner Trustee Paying Agent therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable payment to be made on such Distribution Date is not applicable, payments being will be made only upon presentation and surrender of the Certificate Certificates at the office of the Owner Trustee Paying Agent therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral 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 CertificateholderCertificateholders. Upon presentation and surrender of the CertificateCertificates (or, in the case of any Certificates held by the Depositor or any of its Affiliates, presentation of proof of cancellation of such Certificates), the Certificate Paying Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement5.02. In the event that one or more of the Certificateholder Certificateholders shall not surrender the Certificate their Certificates for cancellation within six months after the date specified in the above above-mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate 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 Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir 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, subject to applicable escheat laws, distributed by the Owner Trustee to the HolderDepositor. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust StatuteIssuer and its termination, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust StatuteAct. Thereupon, the Issuer and this Agreement (other than Article 8) shall terminate.

Termination of Trust Agreement. (a) The Trust shall dissolve and the Seller and the Servicer shall wind up the affairs of the Trust in accordance with Section 3808 of the Statutory Trust Statute upon 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 Holding Trust as described in Section 10.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee of any prospective dissolution pursuant to this Section. For the avoidance of doubt, except as described in Section 8.1(d), the Owner Trustee shall have no responsibility for the dissolution, or winding up, of the Trust. The bankruptcy, liquidation, dissolution, death or incapacity of the CertificateholderCertificateholders, shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the Certificateholder’s Certificateholders’ legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither the Depositor nor the Certificateholder Certificateholders shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the each Certificateholder shall surrender the its Certificate to the Owner Trustee Certificate Registrar for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to each Certificateholder (with a copy to the Certificateholder Owner Trustee) mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Certificate Certificates shall be made upon presentation and surrender of the Certificate Certificates at the office of the Owner Trustee Certificate Registrar therein designated, (ii) the amount of any such final payment, (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate Certificates at the office of the Owner Trustee Certificate Registrar therein specified and (iv) interest will cease to accrue on the CertificateCertificates. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral Agent Indenture Trustee at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateCertificates, the Certificate Paying Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the any Certificateholder shall not surrender the its Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee and the Certificate Registrar shall give a second written notice to the such Certificateholder to surrender the its Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the such 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 such Certificateholder concerning surrender of its 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, subject to applicable escheat laws, by the Owner Trustee Certificate Paying Agent to the HolderHolders. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall shall, at the expense of and upon written direction of the Seller that the Trust has be wound up and direction to file, cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.

Termination of Trust Agreement. (a) The Trust shall dissolve in accordance with Section 3808 of the Statutory Trust Statute upon 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 of amounts in respect of such Receivables as provided in the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee of any prospective dissolution pursuant to this Section. For the avoidance of doubt, except as described in Section 8.1(d), the Owner Trustee shall have no responsibility for the dissolution, or winding-up, of the Trust. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, shall not (xi) operate to terminate this Agreement or the Trust, nor (yii) entitle 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 nor (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither the Depositor nor the Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder shall surrender the Certificate to the Owner Trustee for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder mailed within five (5) Business Days of receipt by the Owner Trustee of notice of such termination from the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution 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 Owner Trustee therein designated, (ii) the amount of any such final payment, (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate at the office of the Owner Trustee therein specified and (iv) interest will cease to accrue on the Certificate. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral Agent 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 Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the Certificateholder shall not surrender the Certificate for cancellation within six (6) months after the date specified in the above above-mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one (1) year after the second notice the Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its 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, subject to applicable escheat laws, by the Owner Trustee to the Holder. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee Trustee, at the written direction and expense of the Depositor, shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.

Termination of Trust Agreement. (a) The This Agreement and the Trust shall dissolve terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect upon the 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 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 and the payment to the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement or the Insurance Agreement; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution termination of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee and the Security Insurer of any prospective dissolution termination pursuant to this Section. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle 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 nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither the Depositor nor the Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder shall surrender the Certificate to the Owner Trustee Trust Collateral Agent for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution 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 Owner Trustee Trust Collateral Agent therein designated, (ii) the amount of any such final payment, (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate at the office of the Owner Trustee Trust Collateral Agent therein specified and (iv) interest will cease to accrue on the Certificate. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral Agent and the Security Insurer at the time such notice is given to the Certificateholder. Upon presentation and surrender of the Certificate, the Certificate Paying Trust Collateral Agent shall cause to be distributed to the Certificateholder amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the Certificateholder shall not surrender the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the 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 Certificateholder concerning surrender of its 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, subject to applicable escheat laws, by the Owner Trustee to the Holder. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust StatuteStatute and its termination, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.

Termination of Trust Agreement. (a) The Owner Trust shall dissolve terminate 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 Deposit and Administration Agreement and the Statutory Trust Act. Any money or other property held as part of the Owner Trust Estate following such distribution, after satisfaction of all liabilities of the Owner Trust in accordance with Section 3808 of the Statutory Trust Statute upon Act, shall be distributed to 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 of amounts in respect of such Receivables as provided in the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee of any prospective dissolution pursuant to this SectionCertificateholder. The bankruptcy, death, incapacity, liquidation, dissolution, death dissolution or incapacity termination of the Certificateholder, Depositor or Certificateholder (or any other beneficiary) shall not (x) operate to revoke or terminate this Agreement or the Owner Trust, nor or (y) entitle the Certificateholder’s 's (or any other beneficiary) 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 Owner Trust or Owner Trust Trustee Estate nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in Section 8.1(a) or 8.1(c), neither the Depositor nor the Certificateholder shall be entitled to revoke or terminate the Owner Trust. (c) Notice of any termination of Except as provided in this Section 8.1(c), neither the Trust, specifying the Distribution Date upon which Depositor nor the Certificateholder shall surrender be entitled to revoke or terminate the Certificate to Owner Trust or this Agreement. The Depositor and the Owner Trustee for payment of acknowledge that the final distribution by the Certificate Paying Agent and cancellationIndenture Trustee, shall be given by the Servicer on behalf of the Noteholders, is a third-party beneficiary of this Agreement and shall be entitled to enforce the terms of this Agreement to the same extent as it was a signatory hereto. For so long as the Notes are outstanding, neither the Owner Trust nor this Agreement shall be revoked without the prior written consent of the Indenture Trustee. The Depositor and the Owner Trustee by letter acknowledge that the Indenture Trustee, as an agent of the Noteholders, maintains a legitimate interest in ensuring that the Owner Trust is not revoked prior to the Certificateholder mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution 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 fulfillment of the Owner Trustee therein designated, (ii) Trust objectives. In no event may this Agreement be amended without the amount of any such final payment, (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender prior written consent of the Certificate at Indenture Trustee if the office effect of such amendment is the revocation or termination of this Owner Trustee therein specified and (iv) interest will cease to accrue on the Certificate. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral Agent at the time such notice is given to the Certificateholderother than in accordance with this Section 8.1. Upon presentation and surrender of the Certificate, the Certificate Paying Agent shall cause to be distributed to the Certificateholder amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the Certificateholder shall not surrender the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its 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, subject to applicable escheat laws, by the Owner Trustee to the Holder. (d) Upon the completion of the winding up of the Owner Trust in accordance with Section 3808 of the Statutory Trust StatuteAct, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust StatuteAct and thereupon the Owner Trust and this Agreement (other than Article VII) shall terminate.

Termination of Trust Agreement. (a) The Trust shall dissolve in accordance with Section 3808 of the Statutory Trust Statute upon 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 of amounts in respect of such Receivables as provided in the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee of any prospective dissolution pursuant to this Section. For the avoidance of doubt, except as described in Section 8.1(d), the Owner Trustee shall have no responsibility for the dissolution, or winding-up, of the Trust. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, shall not (xi) operate to terminate this Agreement or the Trust, nor (yii) entitle 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 nor (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither the Depositor nor the Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder shall surrender the Certificate to the Owner Trustee for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution 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 Owner Trustee therein designated, (ii) the amount of any such final payment, (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate at the office of the Owner Trustee therein specified and (iv) interest will cease to accrue on the Certificate. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral Agent 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 Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the Certificateholder shall not surrender the Certificate for cancellation within six (6) months after the date specified in the above above-mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one (1) year after the second notice the Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its 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, subject to applicable escheat laws, by the Owner Trustee to the Holder. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee Trustee, at the written direction and expense of the Depositor, shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.

Termination of Trust Agreement. (a) The This Agreement (other than Section 6.9) and the Trust shall dissolve terminate and be of no further force or effect on the earlier of: (i) the final distribution by the Owner Trustee of all monies or other property or proceeds of the Owner Trust Estate in accordance with Section 3808 the terms of the Statutory Trust Statute upon Indenture, the maturity or other liquidation of the last Receivable Pooling and Servicing Agreement (including the purchase exercise by the Servicer at of its option or by to purchase the Seller at its option Receivables pursuant to Section 9.01(a) of the corpus of the Trust as described in Section 10.1 of the Sale Pooling and Servicing Agreement) and Article V or (ii) at the subsequent distribution of amounts in respect of such Receivables as time provided in the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee of any prospective dissolution pursuant to this Section7.2. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder, other than the CertificateholderSeller as described in Section 7.2, shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the 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 nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in Section 7.1(a), neither the Depositor Seller nor the any Certificateholder shall be entitled to revoke or terminate the TrustTrust or this Agreement. (c) Notice of any termination of the Trust, except as otherwise provided in Section 7.2, specifying the Distribution Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Certificates to the Owner Trustee Paying Agent for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(csubsection 9.02(b) of the Sale Pooling and Servicing Agreement, stating stating: (i) the Distribution Date upon or with respect to which the final payment of distribution on the Certificate Certificates shall be made upon presentation and surrender of the Certificate Certificates at the office of the Owner Trustee Paying Agent therein designated, ; (ii) the amount of any such final payment, distribution; and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments distributions being made only upon presentation and surrender of the Certificate Certificates at the office of the Owner Trustee Paying Agent therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateCertificates, the Certificate Paying Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.7 5.2. (d) If all of the Sale and Servicing Agreement. In the event that the Certificateholder Certificateholders shall not surrender the Certificate their Certificates for cancellation within six months after the date specified in the above mentioned written noticenotice specified in Section 7.1(c), the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate 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 Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir 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, subject to applicable escheat laws, deemed property of the Seller and distributed by the Owner Trustee to the HolderSeller. (de) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statuteand its termination, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Business Trust Statute. (f) Within sixty days of the later of (i) the cancellation of all of the Certificates pursuant to Section 7.1(c) or Section 7.1(d), or (ii) payment to the Seller of funds remaining in the Trust pursuant to Section 7.1(d), the Owner Trustee shall provide each of the Rating Agencies with written notice stating that all Certificates have been so cancelled or such funds have been so paid to the Seller.

Termination of Trust Agreement. (a) The This Agreement (other than Article VIII) and the Trust shall dissolve in accordance with Section 3808 of terminate pursuant to the Statutory Trust Statute Act and be of no further force or effect upon the maturity or other liquidation satisfaction and discharge of the last Receivable (including the purchase by the Servicer at its option or by the Seller at its option Indenture pursuant to Section 4.1 of the corpus of Indenture and the Trust as described in Section 10.1 termination of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee of any prospective dissolution pursuant to this Section. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, Transferor shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the Certificateholdersuch Transferor’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 nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither The Transferor Interest shall be subject to an early redemption or termination at the Depositor nor option of the Certificateholder Servicer in the manner and subject to the provisions of Section 8.01 of the Sale and Servicing Agreement. (c) Except as provided in Sections 9.1(a) and (b) above, none of the Depositor, the Seller, the Administrator, or the Transferor shall be entitled to revoke or terminate the Trust. (cd) Notice of any termination of the Trust, specifying the Distribution Payment Date upon which the Certificateholder Paying Agent shall make payment of the final distribution in respect of the Transferor Interest, or, if the Transferor Interest is certificated and represented by the Certificate, specifying the Payment Date upon which the Transferor shall surrender the Certificate to the Owner Trustee Paying Agent for payment of the final distribution by the Certificate Paying Agent distributions and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter Registrar to the Certificateholder Transferor, the Insurer and the Rating Agencies mailed within five Business Days of receipt by the Registrar of notice of such termination from the Servicer given pursuant to Section 10.1(c(a) of or (b) above, which notice given by the Sale and Servicing Agreement, stating Registrar shall state (i) the Distribution Payment Date upon or with respect to which final payment of the Certificate Registrar shall be made upon presentation and surrender of the Transferor Interest (if the Transferor Interest is certificated and represented by the Certificate as provided in Section 3.5) at the office of the Owner Trustee Paying Agent therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Payment Date is not applicable, payments being made only upon presentation submission of a claim for and surrender acknowledgment of final distribution under the Certificate Transferor Interest at the office of the Owner Trustee Paying Agent therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Servicer on behalf of the Owner Trustee Registrar shall give such notice to the Trust Collateral Owner Trustee and the Paying Agent at the time such notice is given to the CertificateholderTransferor. Upon presentation of such submission of a claim for and surrender acknowledgment of final distribution under the CertificateTransferor Interest, the Certificate Paying Agent shall cause to be distributed to the Certificateholder Transferor amounts distributable on such Distribution Payment Date pursuant to Section 5.7 5.01 of the Sale and Servicing Agreement. In the event that the Certificateholder Transferor shall not surrender have submitted claim for and acknowledgment of final distribution under the Certificate Transferor Interest for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee Registrar shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution Transferor with respect thereto. If within one year after the such second notice the Certificate shall not have been surrendered for cancellationnotice, the Owner Trustee Registrar may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder Transferor concerning surrender of its Certificatethe final distribution, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining Upon the termination of the Trust pursuant to this Article IX and, if any part of the Transferor Interest is then evidenced by the Certificate, upon the surrender of such Certificate, the Owner Trustee shall sell, assign and convey to the holder of the Transferor Interest or its designee, without recourse, representation or warranty, all right, title and interest of the Trust in the Trust after exhaustion Estate, whether then existing or thereafter created, all moneys due or to become due and all amounts received with respect thereto and all proceeds thereof, except for amounts held by the Indenture Trustee pursuant to Section 8.01(b) of the Sale and Servicing Agreement. The Owner Trustee shall execute and deliver such remedies instruments of transfer and assignment, in each case without recourse, as shall be distributed, subject to applicable escheat laws, reasonably requested by the Owner Trustee holder of the Transferor Interest to vest in the Holderholder of the Transferor Interest or its designee all right, title and interest which the Trust had in the Trust Estate. (de) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statuteand its termination, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust StatuteAct.

Termination of Trust Agreement. (a) The This Agreement (other than Article VIII) and the Trust shall dissolve terminate and be of no further force or effect (i) upon the final distribution by the Owner Trustee of all moneys or other property or proceeds of the Owner Trust Estate in accordance with Section 3808 the terms of the Statutory Trust Statute upon 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 Indenture, the Sale and Servicing AgreementAgreement and Article V or (ii) and at the subsequent distribution of amounts in respect of such Receivables as time provided in the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee of any prospective dissolution pursuant to this Section9.02. The bankruptcy, liquidation, dissolution, death or incapacity of any Owner, other than the CertificateholderDepositor as described in Section 9.02, shall not (x) operate to terminate this Agreement or the Trust, nor Trust or (y) entitle the Certificateholder’s such 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 nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in Section 9.01(a), neither the Depositor nor the Certificateholder any Owner shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Trust Certificates to the Owner Trustee Paying Agent for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c9.01(c) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Certificate Trust Certificates shall be made upon presentation and surrender of the Certificate Trust Certificates at the office of the Owner Trustee Paying Agent therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate Trust Certificates at the office of the Owner Trustee Paying Agent therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateTrust Certificates, the Certificate Paying Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement5.02. In the event that all of the Certificateholder Certificateholders shall not surrender the Certificate their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate 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 Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir 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 distributeddistributed by the Owner Trustee to the Depositor, subject to applicable escheat laws, by the Owner Trustee to the Holder. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statuteand its termination, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Business Trust Statute.

Termination of Trust Agreement. (a) The This Agreement (other than Article VIII) and the Trust shall dissolve terminate and be of no further force or effect, upon the final distribution by the Owner Trustee of all moneys or other property or proceeds of the Owner Trust Estate in accordance with Section 3808 the terms of the Statutory Trust Statute upon 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 Indenture, the Sale and Servicing Agreement) Agreement and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee of any prospective dissolution pursuant to this Section. Article V. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholderany Certificateholder or Owner, shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the 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 nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in clause (a), neither the Depositor Seller nor the any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Trust Certificates to the Owner Trustee Paying Agent for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination from the Master Servicer given pursuant to Section 10.1(c9.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Certificate Trust Certificates shall be made upon presentation and surrender of the Certificate Trust Certificates at the office of the Owner Trustee Paying Agent therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate Trust Certificates at the office of the Owner Trustee Paying Agent therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateTrust Certificates, the Certificate Paying Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement5.2. In the event that all of the Certificateholder Certificateholders shall not surrender the Certificate their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate 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 Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir 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 HolderSeller. (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 Seller. (e) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statuteand its termination, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Business Trust Statute.

Termination of Trust Agreement. (a) The Trust shall dissolve in accordance with Section 3808 of the Statutory Trust Statute upon 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 of amounts in respect of such Receivables as provided in the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee of any prospective dissolution pursuant to this Section. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle 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 nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither the Depositor nor the Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder shall surrender the Certificate to the Owner Trustee for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to to Section 10.1(c10.1 (c) of the Sale and Servicing Agreement, stating (i) the Distribution 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 Owner Trustee therein designated, (ii) the amount of any such final payment, (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate at the office of the Owner Trustee therein specified and (iv) interest will cease to accrue on the Certificate. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral Agent 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 Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the Certificateholder shall not surrender the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its 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, subject to applicable escheat laws, by the Owner Trustee to the Holder. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.

Termination of Trust Agreement. (a) The This Agreement (other than Article VIII) and the Trust shall dissolve terminate and be of no further force or effect (i) upon the final distribution by the Owner Trustee of all moneys or other property or proceeds of the Owner Trust Estate in accordance with Section 3808 the terms of the Statutory Trust Statute upon 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 Indenture, the Sale and Servicing AgreementAgreement and Article V or (ii) and at the subsequent distribution of amounts in respect of such Receivables as time provided in the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee of any prospective dissolution pursuant to this Section9.02. The bankruptcy, liquidation, dissolution, death or incapacity of any Owner, other than the CertificateholderDepositor as described in Section 9.02, shall not (x) operate to terminate this Agreement or the Trust, nor Trust or (y) entitle the Certificateholder’s such 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 nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in Section 9.01(a), neither the Depositor nor the Certificateholder any Owner shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Trust Certificates to the Owner Trustee Paying Agent for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c9.01(c) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Certificate Trust Certificates shall be made upon presentation and surrender of the Certificate Trust Certificates at the office of the Owner Trustee Paying Agent therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate Trust Certificates at the office of the Owner Trustee Paying Agent therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateTrust Certificates, the Certificate Paying Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement5.02. In the event that all of the Certificateholder Certificateholders shall not surrender the Certificate their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate 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 Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir 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, distributed by the Owner Trustee to the HolderDepositor. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statuteand its termination, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Business Trust Statute.

Termination of Trust Agreement. (a) The This Trust Agreement (other than Article VII) and the Trust shall dissolve terminate and be of no further force or effect upon the earlier of (i) the final distribution of all moneys or other property or proceeds of the Owner Trust Estate in accordance with Section 3808 the terms of the Statutory Indenture and this Trust Statute upon Agreement and (ii) the maturity or other liquidation distribution of all of the last Receivable (including the purchase by the Servicer at its option or by the Seller at its option assets of the corpus of the Owner Trust as described Estate, in Section 10.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as accordance with written instructions provided in the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee by the Majority Certificateholder, following the optional redemption of any prospective dissolution the Notes by the Certificateholder or Majority Certificateholder, as applicable, pursuant to this SectionSection 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 the Certificateholder, any Certificateholder shall not (x) operate to terminate this Trust Agreement or the Trust, nor Trust or (y) entitle the 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 nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in Section 8.01(a), neither the Depositor nor the any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Payment Date upon which the Certificateholder Certificateholders shall surrender their Certificates to the Certificate to the Owner Trustee Paying Agent for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee Certificate Paying Agent by letter to the Certificateholder 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 10.1(c) of the Sale and Servicing AgreementIndenture Trustee, stating (i) the Distribution Payment Date upon or with respect to which final payment of the Certificate Certificates shall be made upon presentation and surrender of the Certificate Certificates at the office of the Owner Trustee Certificate Paying Agent therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificate Certificates at the office of the Owner Trustee Certificate Payment Agent therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Servicer on behalf of the Owner Trustee Certificate Paying Agent shall give such notice to the Trust Collateral Agent Owner Trustee and the Certificate Registrar at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateCertificates, the Certificate Paying Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Payment Date pursuant to Section 5.7 of the Sale and Servicing Agreement5.01. In the event that all of the Certificateholder Certificateholders shall not surrender the Certificate their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee Certificate Paying Agent shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their 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 Certificate Certificates was to have been made pursuant to Section 3.03 of the Indenture, all the Certificates shall not have been surrendered for cancellation, the Owner Trustee Certificate Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir 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, subject to applicable escheat laws, distributed by the Owner Trustee Certificate Paying Agent to the HolderDepositor. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statuteand its termination, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 3810(c) of the Statutory Trust Statute.

Termination of Trust Agreement. (a) The This Agreement (other than Article VIII) and the Trust shall dissolve in accordance with Section 3808 terminate and be of no further force or effect on the earlier of (i) the satisfaction and discharge of the Statutory Trust Statute upon the maturity or other liquidation Indenture pursuant to Section 4.01 of the last Receivable (including Indenture and 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 termination of the Sale and Servicing AgreementAgreement and (ii) and the subsequent distribution expiration of amounts in respect of such Receivables as provided in 21 years from the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution death of the Trust. The Seller or last survivor of the Servicer shall promptly notify descendants of Josexx X. Xxxxxxx (xhe late ambassador of the Owner Trustee United States to the Court of any prospective dissolution pursuant to this SectionSt. James's) alive on the date hereof. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, any Owner shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the Certificateholder’s such 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 nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither The Certificates shall be subject to an early redemption or termination at the Depositor option of the Company, the Master Servicer or the Securities Insurer in the manner and subject to the provisions of Section 11.01 of the Sale and Servicing Agreement. (c) Except as provided in Sections 9.1(a) and (b) above, none of the Depositor, the Company, the Securities Insurer nor the Certificateholder any Owner shall be entitled to revoke or terminate the Trust. (cd) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Certificates to the Owner Trustee Paying Agent for payment of the final distribution by the Certificate Paying Agent distributions and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder Certificateholders, the Securities Insurer and the Rating Agencies mailed within five Business Days of receipt by the Owner Trustee of notice of such termination from the Servicer given pursuant to Section 10.1(c9.1(a) of or (b) above, which notice given by the Sale and Servicing Agreement, stating Owner Trustee shall state (i) the Distribution Date upon or with respect to which final payment of the Certificate Certificates shall be made upon presentation and surrender of the Certificate Certificates at the office of the Owner Trustee Paying Agent therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate Trust Certificates at the office of the Owner Trustee Paying Agent therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateCertificates, the Certificate Paying Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.7 Sections 5.01(c) and 5.03 of the Sale and Servicing Agreement. In the event that the Certificateholder shall not surrender the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its 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, subject to applicable escheat laws, by the Owner Trustee to the Holder. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.

Termination of Trust Agreement. (a) The This Agreement (other than Article VIII) and the Trust shall dissolve terminate and be of no further force or effect (i) upon the final distribution by the Owner Trustee of all moneys or other property or proceeds of the Owner Trust Estate in accordance with Section 3808 the terms of the Statutory Trust Statute upon 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 Indenture, the Sale and Servicing AgreementAgreement and Article V or (ii) and at the subsequent distribution of amounts in respect of such Receivables as time provided in the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee of any prospective dissolution pursuant to this Section9.02. The bankruptcy, liquidation, dissolution, death or incapacity of any Owner, other than the CertificateholderDepositor as described in Section 9.02, shall not (x) operate to terminate this Agreement or the Trust, nor Trust or (y) entitle the Certificateholder’s such 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 nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in Section 9.01(a), none of the Depositor nor the Certificateholder any Owner shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Trust Certificates to the Owner Trustee Paying Agent for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c9.01(c) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Certificate Trust Certificates shall be made upon presentation and surrender of the Certificate Trust Certificates at the office of the Owner Trustee Paying Agent therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate Trust Certificates at the office of the Owner Trustee Paying Agent therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateTrust Certificates, the Certificate Paying Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement5.02. In the event that all of the Certificateholder Certificateholders shall not surrender the Certificate their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate 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 Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir 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, subject to applicable escheat laws, distributed by the Owner Trustee to the HolderDepositor. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statuteand its termination, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Business Trust Statute.

Termination of Trust Agreement. (a) The Owner Trust shall dissolve in accordance with Section 3808 of the Statutory Trust Statute terminate upon the maturity or other liquidation of the last Receivable (including the purchase final distribution 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 of amounts in respect of such Receivables as provided in the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee of any prospective dissolution pursuant all moneys or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture and the Deposit and Administration Agreement; provided, that in no event will the Owner Trust continue more than 21 years after the date hereof. Any money or other property held as part of the Owner Trust Estate following such distribution shall be distributed to this Sectionthe Certificateholder. The bankruptcy, death, incapacity, liquidation, dissolution, death dissolution or incapacity termination of the Certificateholder, Depositor or Certificateholder (or any other beneficiary) shall not (x) operate to revoke or terminate this Agreement or the Owner Trust, nor or (y) entitle the Certificateholder’s 's (or any other beneficiary) 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 Owner Trust or Owner Trust Trustee Estate nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in Section 8.1(a) or 8.1(c), neither the Depositor nor the Certificateholder shall be entitled to revoke or terminate the Owner Trust. (c) Notice of any termination of Except as provided in this Section 8.1(c), neither the Trust, specifying the Distribution Date upon which Depositor nor the Certificateholder shall surrender be entitled to revoke or terminate the Certificate to Owner Trust or this Agreement. The Depositor and the Owner Trustee for payment of acknowledge that the final distribution by the Certificate Paying Agent and cancellationIndenture Trustee, shall be given by the Servicer on behalf of the Owner Trustee by letter Noteholders, is a third-party beneficiary of this Agreement and shall be entitled to enforce the terms of this Agreement to the Certificateholder mailed within five Business Days of receipt of notice of such termination from same extent as if they were signitaries hereto. For so long as the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing AgreementNotes are outstanding, stating (i) the Distribution 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 neither the Owner Trustee therein designated, (ii) the amount of any such final payment, (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate at the office of the Owner Trustee therein specified and (iv) interest will cease to accrue on the Certificate. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral Agent 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 Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the Certificateholder shall not surrender the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its 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, subject to applicable escheat laws, by the Owner Trustee to the Holder. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute, nor this Agreement shall terminate and be revoked without the prior written consent of no further force or effect except as expressly set forth herein the Indenture Trustee. The Depositor and the Owner Trustee shall cause acknowledge that the Certificate Indenture Trustee, as an agent of the Noteholders, maintains a legitimate interest in ensuring that the Owner Trust is not revoked prior to the fulfillment of the Owner Trust objectives. In no event may this Agreement be canceled by filing a certificate amended without the prior written consent of cancellation with the Secretary Indenture Trustee if the effect of State such amendment is the revocation or termination of this Owner Trust other than in accordance with the provisions of this Section 3810 of the Statutory Trust Statute8.1.

Termination of Trust Agreement. (a) The This Agreement (other than Article VIII) and the Trust shall dissolve terminate and be of no further force or effect, (i) upon the final distribution by the Paying Agent and/or Owner Trustee of all moneys or other property or proceeds of the Owner Trust Estate in accordance with Section 3808 the terms of the Statutory Trust Statute upon 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 Indenture, the Sale and Servicing AgreementAgreement and Article V or (ii) and at the subsequent distribution of amounts in respect of such Receivables as time provided in the Basic DocumentsSection 9.2; providedPROVIDED, howeverHOWEVER, that the rights to indemnification under Section 7.2 8.2 and other rights and protections of the Owner Trustee and the rights under Section 7.1 Bank shall survive the dissolution termination of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee of any prospective dissolution termination pursuant to this SectionSection 9.1. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder or Owner, other than the CertificateholderHolder of the GP Interest as described in Section 9.2, shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the 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 nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in clause (a), neither the Depositor Representative, nor the Holder of the GP Interest nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Remittance Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Trust Certificates to the Owner Trustee Paying Agent for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) 11.01 of the Sale and Servicing Agreement, stating as set forth in such notice from the Servicer (i) the Distribution Remittance Date upon or with respect to which final payment of the Certificate Trust Certificates shall be made upon presentation and surrender of the Certificate Trust Certificates at the office of the Owner Trustee Paying Agent therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Remittance Date is not applicable, payments being made only upon presentation and surrender of the Certificate Trust Certificates at the office of the Owner Trustee Paying Agent therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral 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 CertificateholderCertificateholders. Upon presentation and surrender of the CertificateTrust Certificates, the Certificate Paying Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Remittance Date pursuant to Section 5.7 of the Sale and Servicing Agreement5.2. In the event that all of the Certificateholder Certificateholders shall not surrender the Certificate their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate 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 Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir 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 HolderHolder of the GP Interest. Certificateholders shall thereafter look solely to the Holder of the GP Interest 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 Holder of the GP Interest. (e) Upon the termination and completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust StatuteTrust, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Business Trust StatuteStatute and thereupon the Trust and this Agreement shall terminate. The Owner Trustee shall furnish notice of such filing to each Rating Agency.

Termination of Trust Agreement. (a) The This Agreement (other than Article VIII) and the Trust shall dissolve terminate and be of no further force or effect: (i) upon the final distribution by the Owner Trustee of all moneys or other property or proceeds of the Owner Trust Estate in accordance with Section 3808 the terms of the Statutory Trust Statute upon 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 Indenture, the Sale and Servicing AgreementAgreement and Article V or (ii) and at the subsequent distribution of amounts in respect of such Receivables as time provided in the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee of any prospective dissolution pursuant to this Section9.02. The bankruptcy, liquidation, dissolution, death or incapacity of any Owner, other than the CertificateholderCompany as described in Section 9.02, shall not (x) operate to terminate this Agreement or the Trust, nor Trust or (y) entitle the Certificateholder’s such 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 nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in Section 9.01(a), none of the Depositor nor the Certificateholder Company or any Owner shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Trust Certificates to the Owner Trustee Paying Agent for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder Certificate holders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c9.01(c) of the Sale and Servicing Agreement, stating stating: (i) the Distribution Date upon or with respect to which final payment of the Certificate Trust Certificates shall be made upon presentation and surrender of the Certificate Trust Certificates at the office of the Owner Trustee Paying Agent therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate Trust Certificates at the office of the Owner Trustee Paying Agent therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateTrust Certificates, the Certificate Paying Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement5.02. In the event that all of the Certificateholder Certificateholders shall not surrender the Certificate their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate 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 Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir 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, distributed by the Owner Trustee to the HolderCompany, subject to applicable laws with respect to escheat of funds. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statuteand its termination, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Business Trust Statute.

Termination of Trust Agreement. (a) The This Agreement (other than Article Eight) and the Trust shall dissolve terminate and be of no further force or effect upon the final distribution by the Owner Trustee of all monies or other property or proceeds of the Trust Estate in accordance with Section 3808 the terms of the Statutory Trust Statute upon 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 Indenture, the Sale and Servicing Agreement) Agreement and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee of any prospective dissolution pursuant to this SectionArticle Five. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, any Owner shall not (xi) operate to terminate this Agreement or the Trust, nor (yii) entitle the Certificateholder’s such 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 nor or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. Notwithstanding the foregoing, the obligation of the Owner Trustee to make draws upon the Certificate Policy shall survive the termination of the Trust until the end of any preference period associated with the payments previously made with respect to the Trust Certificates or termination of the Trust. (b) Neither Except as provided in Section 9.01(a), neither the Depositor Depositor, the Company, the Insurer nor the Certificateholder any Owner shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Trust Certificates to the Owner Trustee Paying Agent for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination from the Master Servicer given pursuant to Section 10.1(c9.01(c) of the Sale and Servicing AgreementAgreement and no later than 20 days prior to such termination, stating (i) the Distribution Date upon or with respect to which final payment of the Certificate Trust Certificates shall be made upon presentation and surrender of the Certificate Trust Certificates at the office of the Owner Trustee Paying Agent in The City of New York therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate Trust Certificates at the office of the Owner Trustee Paying Agent therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateTrust Certificates, the Certificate Paying Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the Certificateholder shall not surrender the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its 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, subject to applicable escheat laws, by the Owner Trustee to the Holder5. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.

Termination of Trust Agreement. (a) The This Agreement (other than Article VIII) and the Trust shall dissolve terminate and be of no further force or effect: (i) upon the final distribution by the Owner Trustee of all moneys or other property or proceeds of the Owner Trust Estate in accordance with Section 3808 the terms of the Statutory Trust Statute upon 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 Indenture, the Sale and Servicing AgreementAgreement and Article V or (ii) and at the subsequent distribution of amounts in respect of such Receivables as time provided in the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee of any prospective dissolution pursuant to this Section9.02. The bankruptcy, liquidation, dissolution, death or incapacity of any Owner, other than the CertificateholderCompany as described in Section 9.02, shall not (x) operate to terminate this Agreement or the Trust, nor Trust or (y) entitle the Certificateholder’s such 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 nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in Section 9.01(a), none of the Depositor nor the Certificateholder Company or any Owner shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Trust Certificates to the Owner Trustee Paying Agent for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder Certificate holders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c9.01(c) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Certificate Trust Certificates shall be made upon presentation and surrender of the Certificate Trust Certificates at the office of the Owner Trustee Paying Agent therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate Trust Certificates at the office of the Owner Trustee Paying Agent therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateTrust Certificates, the Certificate Paying Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement5.02. In the event that all of the Certificateholder Certificateholders shall not surrender the Certificate their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate 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 Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir 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, distributed by the Owner Trustee to the HolderCompany, subject to applicable laws with respect to escheat of funds. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statuteand its termination, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Business Trust Statute.

Termination of Trust Agreement. (a) The This Agreement (other than Article VIII) and the Trust shall dissolve in accordance with Section 3808 terminate and be of no further force or effect on the Statutory Trust Statute upon earlier of: (i) the maturity final payment or other liquidation of the last Receivable (including Home Loans and the purchase by disposition of all REO Properties and the Servicer at its option remittance of all funds due hereunder with respect to such Home Loans and REO Properties or by the Seller at its option disposition of the corpus Home Loans and REO Properties at the direction of a majority of the Trust as described Certificateholders, in Section 10.1 either case after the satisfaction and discharge of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents; provided, however, that the rights Indenture pursuant to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution 4.01 of the Trust. The Seller or Indenture; and (ii) the Servicer shall promptly notify expiration of 21 years from the Owner Trustee death of any prospective dissolution pursuant the last survivor of the descendants of Xxxxxx X. Xxxxxxx (the late ambassador of the United States to this Sectionthe Court of St. James's). The bankruptcy, liquidation, dissolution, death death, or incapacity of any Certificateholder or the Certificateholder, Depositor shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the such Certificateholder’s 's legal representatives or heirs to claim an accounting Accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor Estate, or (z) otherwise affect the rights, obligations obligations, and liabilities of the parties hereto. (b) Neither Except as provided in Section 9.1(a) above, none of the Depositor nor Depositor, the Servicer, the Note Insurer or any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Payment Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Certificates to the Owner Trustee for payment of the final distribution by the Certificate Paying Agent distributions and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder Certificateholders, the Note Insurer, the Rating Agencies and the Trust Paying Agent mailed within five Business Days of receipt by the Owner Trustee of notice of such termination from the Servicer given pursuant to Section 10.1(c9.1(a) of above, which notice given by the Sale and Servicing Agreement, stating Owner Trustee shall state (i) the Distribution Payment Date upon or with respect to which final payment of the Certificate Certificates shall be made upon presentation and surrender of the Certificate Certificates at the office of the Owner Trustee therein designated, (ii) the amount of any such final payment, and (iii) that the Record Date otherwise applicable to such Distribution Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificate Certificates at the office of the Owner Trustee therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Servicer on behalf of the Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Trust Collateral Paying Agent at the time such notice is given to Certificateholders. The Owner Trustee shall give notice to the Certificateholder. Upon Trust Paying Agent of each presentation and surrender of Certificates promptly, and the Certificate, the Certificate Trust Paying Agent shall promptly cause to be distributed to the Certificateholder related Certificateholders amounts distributable on such Distribution Payment Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the Certificateholder shall not surrender the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its 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, subject to applicable escheat laws, by the Owner Trustee to the Holder5.2(a). (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statuteand its termination, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 3820 of the Statutory Business Trust Statute.

Termination of Trust Agreement. (a) The This Agreement and the Trust shall dissolve in accordance with Section 3808 terminate and be of no further force or effect upon the Statutory Trust Statute upon latest of (i) the maturity or other liquidation of the last Receivable (including the purchase by the Master Servicer at its option or by the Seller at its option of the corpus of the Trust as described in Section 10.1 ss. 11.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic DocumentsDocuments or (ii) the payment to Certificateholders of all amounts required to be paid to them pursuant to this Agreement and the payment to the Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement; provided, however, that the rights to indemnification under Section 7.2 ss. 8.2 and the rights under Section 7.1 ss. 8.1 shall survive the dissolution termination of the Trust. The Seller or the Master Servicer shall promptly notify the Owner Trustee and the Insurer of any prospective dissolution termination pursuant to this Sectionss. 9.1. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, any Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the such Certificateholder’s 's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in clause (a), neither the Depositor nor the any other Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Certificates to the Owner Trustee Trust Collateral Agent for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination from the Master Servicer given pursuant to Section 10.1(css. 11.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Certificate Certificates shall be made upon presentation and surrender of the Certificate Certificates at the office of the Owner Trustee Trust Collateral Agent therein designated, (ii) the amount of any such final payment, (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate Certificates at the office of the Owner Trustee Trust Collateral Agent therein specified and (iv) interest will cease to accrue on the CertificateCertificates. The Servicer on behalf of the Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Trust Collateral Agent at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateCertificates, the Certificate Paying Trust Collateral Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Date pursuant to Section ss. 5.7 of the Sale and Servicing Agreement. In the event that all of the Certificateholder Certificateholders shall not surrender the Certificate their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate 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 Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir 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 HolderDepositor and Holders shall look solely to the Depositor for payment. (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. (e) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statuteand its termination, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section ss. 3810 of the Statutory Business Trust Statute.

Termination of Trust Agreement. (a) The Owner Trust shall dissolve in accordance with Section 3808 of the Statutory Trust Statute terminate upon the maturity or other liquidation of the last Receivable (including the purchase final distribution 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 of amounts in respect of such Receivables as provided in the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee of any prospective dissolution pursuant all moneys or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture and the Deposit and Administration Agreement; provided, that in no event will the Owner Trust continue more than 21 years after the date hereof. Any money or other property held as part of the Owner Trust Estate following such distribution shall be distributed to this Sectionthe Certificateholder. The bankruptcy, death, incapacity, liquidation, dissolution, death dissolution or incapacity termination of the Certificateholder, Depositor or Certificateholder (or any other beneficiary) shall not (x) operate to revoke or terminate this Agreement or the Owner Trust, nor or (y) entitle the Certificateholder’s 's (or any other beneficiary) 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 Owner Trust or Owner Trust Trustee Estate nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in Section 8.1(a), neither the Depositor nor the Certificateholder shall be entitled to revoke or terminate the Owner Trust. (c) Notice of any termination of This Agreement shall be irrevocable. Except as provided in this Section 8.1(c), neither the Trust, specifying the Distribution Date upon which Depositor nor the Certificateholder shall surrender be entitled to revoke or terminate the Certificate to Owner Trust or this Agreement. The Depositor and the Owner Trustee for payment of acknowledge that the final distribution by the Certificate Paying Agent and cancellationIndenture Trustee, shall be given by the Servicer on behalf of the Owner Trustee by letter Noteholders, is a third-party beneficiary of this Agreement and shall be entitled to enforce the terms of this Agreement to the Certificateholder mailed within five Business Days of receipt of notice of such termination from same extent as if they were signitaries hereto. For so long as the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing AgreementNotes are outstanding, stating (i) the Distribution 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 neither the Owner Trustee therein designated, (ii) the amount of any such final payment, (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate at the office of the Owner Trustee therein specified and (iv) interest will cease to accrue on the Certificate. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral Agent 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 Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the Certificateholder shall not surrender the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its 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, subject to applicable escheat laws, by the Owner Trustee to the Holder. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute, nor this Agreement shall terminate and be revoked without the prior written consent of no further force or effect except as expressly set forth herein the Indenture Trustee. The Depositor and the Owner Trustee shall cause acknowledge that the Certificate Indenture Trustee, as an agent of the Noteholders, maintains a legitimate interest in ensuring that the Owner Trust is not revoked prior to the fulfillment of the Owner Trust objectives. In no event may this Agreement be canceled by filing a certificate amended without the prior written consent of cancellation with the Secretary Indenture Trustee if the effect of State such amendment is the revocation or termination of this Owner Trust other than in accordance with the provisions of this Section 3810 of the Statutory Trust Statute8.1.

Termination of Trust Agreement. (a) The This Trust Agreement (other than Article VII) and the Trust shall dissolve terminate and be of no further force or effect upon the earliest of (i) the final distribution of all moneys or other property or proceeds of the Owner Trust Estate in accordance with Section 3808 the terms of the Statutory Indenture and this Trust Statute upon Agreement, (ii) the maturity or other liquidation distribution of all of the last Receivable (including the purchase by the Servicer at its option or by the Seller at its option assets of the corpus of the Owner Trust as described Estate, in Section 10.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as accordance with written instructions provided in the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee by the Majority Certificateholder, following the optional redemption of any prospective dissolution the Bonds by the Issuer pursuant to this SectionSection 8.07 of the Indenture; provided in each case that all amounts owing to the Bondholders and the Bond Insurer to the extent payable from the Owner Trust Estate or proceeds thereof have been paid in full and that all obligations under the Indenture have been discharged. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, any Certificateholder shall not (x) operate to terminate this Trust Agreement or the Trust, nor Trust or (y) entitle the 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 nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in Section 8.01(a), neither the Depositor nor the any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Payment Date upon which the Certificateholder Certificateholders shall surrender their Certificates to the Certificate to the Owner Trustee Paying Agent for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee Certificate Paying Agent by letter to Certificateholders and the Certificateholder Bond Insurer 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 10.1(c) of the Sale and Servicing AgreementIndenture Trustee, stating (i) the Distribution Payment Date upon or with respect to which final payment of the Certificate Certificates shall be made upon presentation and surrender of the Certificate Certificates at the office of the Owner Trustee Certificate Paying Agent therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificate Certificates at the office of the Owner Trustee Certificate Payment Agent therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Servicer on behalf of the Owner Trustee Certificate Paying Agent shall give such notice to the Trust Collateral Agent Owner Trustee and the Certificate Registrar at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateCertificates, the Certificate Paying Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Payment Date pursuant to Section 5.7 of the Sale and Servicing Agreement5.01. In the event that all of the Certificateholder Certificateholders shall not surrender the Certificate their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee Certificate Paying Agent shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their 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 Certificate Certificates was to have been made pursuant to Section 3.03 of the Indenture, all the Certificates shall not have been surrendered for cancellation, the Owner Trustee Certificate Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir 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, subject to applicable escheat laws, distributed by the Owner Trustee Certificate Paying Agent to the HolderDepositor. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statuteand its termination, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 3810(c) of the Statutory Trust Statute.

Termination of Trust Agreement. (a) The This Agreement (other than Article VIII) shall terminate and the Trust shall dissolve and be wound up in accordance with Section 3808 of the Statutory Trust Statute Act, upon the earlier of (i) the maturity or other liquidation of the last Receivable (including or other asset) in the purchase Owner Trust Estate and the final distribution of all moneys or other property or proceeds of the Owner Trust Estate in accordance with the terms of this Agreement, the Indenture and the Sale and Servicing Agreement (including, but not limited to, any property and proceeds to be deposited in the Collection Account pursuant to the terms of the Sale and Servicing Agreement or to be released by the Indenture Trustee from the Lien of the Indenture pursuant to the terms of the Indenture), and (ii) the election by the Servicer at its option or by the Seller at its option of to purchase the corpus of the Trust as described in pursuant to Section 10.1 9.01 of the Sale and Servicing Agreement and the payment or distribution to all Securityholders of all amounts required to be paid to them under the Indenture and this 20 (Nissan 2013-A Amended & Restated Trust Agreement) and the subsequent distribution Table of amounts in respect of such Receivables as provided in the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee of any prospective dissolution pursuant to this SectionContents Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, any Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the 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 Estate, nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in Section 9.01(a), neither the Depositor nor the any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Certificates to the Owner Trustee Paying Agent for payment of the final distribution by the Certificate Paying Agent distributions and cancellation, shall shall, if any Certificates are then held by anyone other than the Depositor or any of its Affiliates, be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) 10.03 of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Certificate Certificates shall be made upon presentation and surrender of the Certificate Certificates at the office of the Owner Trustee Paying Agent therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable payment to be made on such Distribution Date is not applicable, payments being will be made only upon presentation and surrender of the Certificate Certificates at the office of the Owner Trustee Paying Agent therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral 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 CertificateholderCertificateholders. Upon presentation and surrender of the CertificateCertificates (or, in the case of any Certificates held by the Depositor or any of its Affiliates, presentation of proof of cancellation of such Certificates), the Certificate Paying Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement5.02. In the event that one or more of the Certificateholder Certificateholders shall not surrender the Certificate their Certificates for cancellation within six months after the date specified in the above above-mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate 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 Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir 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, distributed by the Owner Trustee to the HolderDepositor. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statuteand its termination, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.Act. 21 (Nissan 2013-A Amended & Restated Trust Agreement) Table of Contents

Termination of Trust Agreement. (a) The This Agreement (other than Article VIII) and the Trust shall dissolve terminate and be of no further force or effect: (i) upon the final distribution by the Owner Trustee of all moneys or other property or proceeds of the Owner Trust Estate in accordance with Section 3808 the terms of the Statutory Trust Statute upon 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 Indenture, the Sale and Servicing AgreementAgreement and Article V or (ii) and at the subsequent distribution of amounts in respect of such Receivables as time provided in the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee of any prospective dissolution pursuant to this Section9.02. The bankruptcy, liquidation, dissolution, death or incapacity of any Owner, other than the CertificateholderCompany as described in Section 9.02, shall not (x) operate to terminate this Agreement or the Trust, nor Trust or (y) entitle the Certificateholder’s such 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 nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in Section 9.01(a), none of the Depositor nor the Certificateholder Company or any Owner shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Trust Certificates to the Owner Trustee Paying Agent for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder Certificate holders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c9.01(c) of the Sale and Servicing Agreement, stating stating: (i) the Distribution Date upon or with respect to which final payment of the Certificate Trust Certificates shall be made upon presentation and surrender of the Certificate Trust Certificates at the office of the Owner Trustee Paying Agent therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate Trust Certificates at the office of the Owner Trustee Paying Agent therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateTrust Certificates, the Certificate Paying Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement5.02. In the event that all of the Certificateholder Certificateholders shall not surrender the Certificate their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate 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 Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir 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, distributed by the Owner Trustee to the Holder. (d) Company, subject to applicable laws with respect to escheat of funds. Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statuteand its termination, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Business Trust Statute.

Termination of Trust Agreement. (a) The This Agreement shall terminate and the Trust shall wind up and dissolve in accordance with Section 3808 and be of no further force or effect upon the Statutory Trust Statute upon 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 of amounts in respect of such Receivables as provided in the Basic Documents, (ii) the payment to each Certificateholder of all amounts required to be paid to it pursuant to this Agreement and the Sale and Servicing Agreement and the payment to the Note Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement, (iii) the expiration of the Policy in accordance with its terms; or (iv) payment to the Note Insurer in full of all Reimbursement Obligations; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution termination of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee and the Note Insurer of any prospective dissolution termination pursuant to this Section. The bankruptcy, liquidation, dissolution, death or incapacity of the a Certificateholder, shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the such Certificateholder’s 's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither the Depositor Transferor nor the any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder shall surrender the Certificate to the Owner Trustee for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution 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 Owner Trustee therein designated, (ii) the amount of any such final payment, (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate at the office of the Owner Trustee therein specified and (iv) interest will cease to accrue on the Certificate. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral Agent 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 Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the Certificateholder shall not surrender the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its 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, subject to applicable escheat laws, by the Owner Trustee to the Holder. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.

Termination of Trust Agreement. (a) The This Agreement (other than Article VIII) and the Trust shall dissolve terminate and be of no further force or effect, (i) upon the final distribution by the Paying Agent and/or Owner Trustee of all moneys or other property or proceeds of the Owner Trust Estate in accordance with Section 3808 the terms of the Statutory Trust Statute upon 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 Indenture, the Sale and Servicing AgreementAgreement and Article V or (ii) and at the subsequent distribution of amounts in respect of such Receivables as time provided in the Basic DocumentsSection 9.2; providedPROVIDED, howeverHOWEVER, that the rights to indemnification under Section 7.2 8.2 and other rights and protections of the Owner Trustee and the rights under Section 7.1 Trust Company shall survive the dissolution termination of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee of any prospective dissolution termination pursuant to this SectionSection 9.1. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder or Owner, other than the CertificateholderHolder of the GP Interest as described in Section 9.2, shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the 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 nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in clause (a), neither the Depositor Representative, nor the Holder of the GP Interest nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Remittance Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Trust Certificates to the Owner Trustee Paying Agent for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) 11.01 of the Sale and Servicing Agreement, stating as set forth in such notice from the Servicer (i) the Distribution Remittance Date upon or with respect to which final payment of the Certificate Trust Certificates shall be made upon presentation and surrender of the Certificate Trust Certificates at the office of the Owner Trustee Paying Agent therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Remittance Date is not applicable, payments being made only upon presentation and surrender of the Certificate Trust Certificates at the office of the Owner Trustee Paying Agent therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral 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 CertificateholderCertificateholders. Upon presentation and surrender of the CertificateTrust Certificates, the Certificate Paying Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Remittance Date pursuant to Section 5.7 of the Sale and Servicing Agreement5.2. In the event that all of the Certificateholder Certificateholders shall not surrender the Certificate their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate 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 Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir 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 HolderHolder of the GP Interest. Certificateholders shall thereafter look solely to the Holder of the GP Interest 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 Holder of the GP Interest. (e) Upon the termination and completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust StatuteTrust, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Business Trust StatuteStatute and thereupon the Trust and this Agreement shall terminate. The Owner Trustee shall furnish notice of such filing to each Rating Agency.

Termination of Trust Agreement. (a) The Trust shall dissolve upon the final distribution by the Owner Trustee of all monies or other property or proceeds of the Trust Estate in accordance with Section 3808 the terms of the Statutory Trust Statute upon 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 Indenture, the Sale and Servicing Agreement) Agreement and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee of any prospective dissolution pursuant to this SectionArticle Five. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, any Owner shall not (xi) operate to terminate this Agreement or the Trust, nor (yii) entitle the Certificateholder’s such 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 nor or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. Notwithstanding the foregoing, the obligation of the Owner Trustee to make draws upon the Certificate Policy shall survive the dissolution of the Trust until the end of any preference period associated with the payments previously made with respect to the Trust Certificates or dissolution of the Trust. (b) Neither Except as provided in Section 9.01(a), neither the Depositor Depositor, the Company, the Insurer nor the Certificateholder any Owner shall be entitled to dissolve, revoke or terminate the Trust. (c) Notice of any termination dissolution of the Trust, specifying the Distribution Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Trust Certificates to the Owner Trustee Paying Agent for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of a termination notice of such termination from the Master Servicer given pursuant to Section 10.1(c9.01(c) of the Sale and Servicing AgreementAgreement and no later than 20 days prior to such dissolution, stating (i) the Distribution Date upon or with respect to which final payment of the Certificate Trust Certificates shall be made upon presentation and surrender of the Certificate Trust Certificates at the office of the Owner Trustee Paying Agent in The City of New York therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate Trust Certificates at the office of the Owner Trustee Paying Agent therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateTrust Certificates, the Certificate Paying Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the Certificateholder shall not surrender the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its 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, subject to applicable escheat laws, by the Owner Trustee to the Holder5. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.

Termination of Trust Agreement. (a) The Trust shall dissolve upon written notice, which shall be provided by the Trust Owner to the Owner Trustee, only after the earlier of (i) the day on which the rights of all Notes to receive payments from the Issuer have terminated in accordance with Section 3808 the Indenture and final distribution of payments to the Residual Interest Certificates as required hereunder (the “Trust Termination Date”) and (ii) dissolution of the Statutory Trust Statute upon the maturity or other liquidation in accordance with applicable laws. After satisfaction of the last Receivable (including the purchase by the Servicer at its option or by the Seller at its option of the corpus liabilities of the Trust as described in Section 10.1 provided by applicable law, any money or other property held as part of the Sale and Servicing Agreement) and Trust Estate following such distribution shall be distributed to the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee of any prospective dissolution pursuant to this SectionTrust Owner. The bankruptcy, liquidation, dissolution, termination, death or incapacity of the Certificateholder, Trust Owner shall not (x) operate to terminate this Agreement or annul, dissolve or terminate the Trust, nor or (y) entitle the CertificateholderTrust 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 nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in Section 9.0l(a) hereof, neither the Depositor nor the any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination dissolution of the Trust, specifying the Distribution Payment Date upon which the Certificateholder Residual Interest Owner shall surrender the its Residual Interest Certificate to the Owner Trustee Trust Paying Agent for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing AgreementServicer, stating (i) the Distribution Payment Date upon or with respect to which final payment of the Residual Interest Certificate shall be made upon presentation and surrender of the Residual Interest Certificate at the office of the Owner Trustee Trust Paying Agent therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Payment Date is not applicable, payments being made only upon presentation and surrender of the Residual Interest Certificate at the office of the Owner Trustee Trust Paying Agent therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Servicer on behalf of the Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Trust Collateral Paying Agent at the time such notice is given to the CertificateholderResidual Interest Owner. Upon presentation and surrender of the CertificateResidual Interest Certificates, the Certificate Trust Paying Agent shall cause to be distributed to the Certificateholder Residual Interest Owner amounts distributable on such Distribution Payment Date pursuant to Section 5.7 of the Sale and Servicing Agreement. 5.02 hereof. (d) In the event that the Certificateholder Residual Interest Owner shall not surrender the its Residual Interest Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder such Residual Interest Owner to surrender the its Residual Interest Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Residual Interest 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 Certificateholder Residual Interest Owner concerning surrender of its Residual Interest 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, subject to applicable escheat laws, by the Owner Trustee to the Holder.27 (de) Upon the completion of the winding up of the Trust and payment of all liabilities in accordance with Section 3808 of the Statutory Trust Statute, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust StatuteStatute at which time the Trust shall terminate.

Termination of Trust Agreement. (a) The This Agreement and the Trust shall dissolve in accordance with Section 3808 terminate and be of no further force or effect upon the Statutory Trust Statute upon 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 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 and the payment to the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement; provided, however, that the rights to indemnification under -------- ------- Section 7.2 and the rights under Section 7.1 shall survive the dissolution termination of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee and the Security Insurer of any prospective dissolution termination pursuant to this Section. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the Certificateholder’s 's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither the Depositor nor the Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder shall surrender the Certificate to the Owner Trustee for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution 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 Owner Trustee therein designated, (ii) the amount of any such final payment, (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate at the office of the Owner Trustee therein specified and (iv) interest will cease to accrue on the Certificate. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral Agent 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 Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the Certificateholder shall not surrender the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its 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, subject to applicable escheat laws, by the Owner Trustee to the Holder. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.

Termination of Trust Agreement. (a) The Trust shall dissolve upon written notice, which shall be provided by the Trust Owner to the Owner Trustee, only after the earlier of (i) the day on which the rights of all Notes to receive payments from the Issuer have terminated in accordance with Section 3808 the Indenture and final distribution of payments to the Residual Interest Certificates as required hereunder (the “Trust Termination Date”) and (ii) dissolution of the Statutory Trust Statute upon the maturity or other liquidation in accordance with applicable laws. After satisfaction of the last Receivable (including the purchase by the Servicer at its option or by the Seller at its option of the corpus liabilities of the Trust as described in Section 10.1 provided by applicable law, any money or other property held as part of the Sale and Servicing Agreement) and Trust Estate following such distribution shall be distributed to the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee of any prospective dissolution pursuant to this SectionTrust Owner. The bankruptcy, liquidation, dissolution, termination, death or incapacity of the Certificateholder, Trust Owner shall not (x) operate to terminate this Agreement or annul, dissolve or terminate the Trust, nor or (y) entitle the CertificateholderTrust 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 nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in Section 9.0l(a) hereof, neither the Depositor nor the any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination dissolution of the Trust, specifying the Distribution Payment Date upon which the Certificateholder Residual Interest Owner shall surrender the its Residual Interest Certificate to the Owner Trustee Trust Paying Agent for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing AgreementServicer, stating (i) the Distribution Payment Date upon or with respect to which final payment of the Residual Interest Certificate shall be made upon presentation and surrender of the Residual Interest Certificate at the office of the Owner Trustee Trust Paying Agent therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Payment Date is not applicable, payments being made only upon presentation and surrender of the Residual Interest Certificate at the office of the Owner Trustee Trust Paying Agent therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Servicer on behalf of the Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Trust Collateral Paying Agent at the time such notice is given to the CertificateholderResidual Interest Owner. Upon presentation and surrender of the CertificateResidual Interest Certificates, the Certificate Trust Paying Agent shall cause to be distributed to the Certificateholder Residual Interest Owner amounts distributable on such Distribution Payment Date pursuant to Section 5.7 of the Sale and Servicing Agreement. 5.02 hereof. (d) In the event that the Certificateholder Residual Interest Owner shall not surrender the its Residual Interest Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder such Residual Interest Owner to surrender the its Residual Interest Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Residual Interest 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 Certificateholder Residual Interest Owner concerning surrender of its Residual Interest 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, subject to applicable escheat laws, by the Owner Trustee to the Holder.25 KL2 3304888.6 (de) Upon the completion of the winding up of the Trust and payment of all liabilities in accordance with Section 3808 of the Statutory Trust Statute, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust StatuteStatute at which time the Trust shall terminate.

Termination of Trust Agreement. (a) This Agreement shall terminate and be of no further force or effect upon the dissolution and conclusion of the winding up of the business and affairs of the Trust and the filing of a certificate of cancellation in accordance with the Statutory Trust Statute; provided, however, that the rights to indemnification under Section 9.2 and the rights under Section 9.1 shall survive the termination of this Trust Agreement. The Trust shall dissolve in accordance with Section 3808 and proceed to wind up its business and affairs upon the later of the Statutory Trust Statute upon (i) the maturity or other liquidation of the last Receivable Mortgage Loan (including the purchase redemption by the Servicer at its option or by the Seller Optional Redemption Holder at its option of the corpus of the Trust Notes as described in Section 10.1 7.01(b) of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables Mortgage Loans as provided in the Basic Documents; provided, however, that Documents or (ii) the rights payment to indemnification under Section 7.2 Residual Certificateholders of all amounts required to be paid to them pursuant to this Agreement and the rights under Section 7.1 shall survive Indenture and the dissolution payment to the Insurer of all amounts payable or reimbursable to it pursuant to the Trust. Sale and Servicing Agreement, the Indenture and the Insurance Agreement; The Seller or the Servicer shall promptly notify the Owner Trustee and the Insurer of any prospective dissolution pursuant to this SectionSection 10.1. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, any Residual Certificateholder shall not (x) operate to terminate this Agreement or dissolve the Trust, nor (y) entitle the such Residual Certificateholder’s 's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in clause (a), neither the Depositor nor the any other Residual Certificateholder shall be entitled to revoke or terminate dissolve the Trust. (c) Notice of any termination dissolution of the Trust, specifying the Distribution Payment Date upon which the Certificateholder Residual Certificateholders shall surrender the Certificate their Residual Certificates to the Owner Trustee for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder Residual Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer dissolution given pursuant to Section 10.1(c) 10.1 of the Sale and Servicing AgreementIndenture, stating (i) the Distribution Payment Date upon or with respect to which final payment of the Certificate Residual Certificates shall be made upon presentation and surrender of the Certificate Residual Certificates at the office of the Owner Trustee therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificate Residual Certificates at the office of the Owner Trustee therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral Agent Certificate Registrar (if other than the Owner Trustee) and the Indenture Trustee at the time such notice is given to the CertificateholderResidual Certificateholders. Upon presentation and surrender of the CertificateResidual Certificates, the Certificate Paying Agent Indenture Trustee shall cause to be distributed distribute to the Certificateholder Residual Certificateholders amounts distributable on such Distribution Payment Date pursuant to Section 5.7 of the Sale and Servicing Agreement4.11(a) herein. In the event that all of the Certificateholder Residual Certificateholders shall not surrender the Certificate their Residual Certificates for cancellation within six months after the date specified in the above above-mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder remaining Residual Certificateholders to surrender the Certificate their Residual Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate Residual 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 Certificateholder remaining Residual Certificateholders concerning surrender of its Certificatetheir Residual 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 HolderDepositor and Holders shall look solely to the Depositor for payment. (d) Any funds remaining in the Trust after funds for final distribution have been distributed or set aside for distribution, to the extent received by the Owner Trustee, shall be distributed by the Owner Trustee (or the Indenture Trustee) to the Residual Certificateholders pursuant to Section 4.11(a) herein. (e) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee Trustee, upon receipt from the Holders of 51% or more in Percentage Interest of the Class O Certificates of a direction to do so (which direction shall include such factual certifications regarding the winding up of the Trust's business and affairs as shall be reasonably requested by the Owner Trustee), shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.

Termination of Trust Agreement. (a) The Trust This Agreement (other than Article VIII) shall terminate and the Issuer shall dissolve and be wound up in accordance with Section 3808 of the Statutory Trust Statute Act, upon the earlier of (i) the maturity or other liquidation of the last Receivable (including or other asset) in the purchase by Owner Trust Estate and the Servicer at its option final distribution of all moneys or by the Seller at its option other property or proceeds of the corpus Owner Trust Estate in accordance with the terms of this Agreement, the Indenture and the Sale and Servicing Agreement (including, but not limited to, any property and proceeds to be deposited in 26 (NAROT 20[ ]-[ ] Amended & Restated Trust as described in Section 10.1 Agreement) the Collection Account pursuant to the terms of the Sale and Servicing AgreementAgreement or to be released by the Indenture Trustee from the Lien of the Indenture pursuant to the terms of the Indenture), and (ii) the election by the Servicer to purchase the Collateral (other than the Reserve Account) pursuant to Section 9.01 of the Sale and Servicing Agreement and the subsequent payment or distribution of amounts in respect of such Receivables as provided in the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 all Securityholders [and the rights Swap Counterparty] of all amounts required to be paid to them under Section 7.1 shall survive the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee of any prospective dissolution pursuant to Indenture and this SectionAgreement. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, any Certificateholder shall not (x) operate to terminate this Agreement or the TrustIssuer, nor (y) entitle the 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 Estate, nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in Section 9.01(a), neither the Depositor nor the any Certificateholder shall be entitled to revoke or terminate the TrustIssuer. (c) Notice of any termination of the TrustIssuer, specifying the Distribution Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Certificates to the Owner Trustee Paying Agent for payment of the final distribution by the Certificate Paying Agent distributions and cancellation, shall shall, if any Certificates are then held by anyone other than the Depositor or any of its Affiliates, be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) 10.03 of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Certificate Certificates shall be made upon presentation and surrender of the Certificate Certificates at the office of the Owner Trustee Paying Agent therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable payment to be made on such Distribution Date is not applicable, payments being will be made only upon presentation and surrender of the Certificate Certificates at the office of the Owner Trustee Paying Agent therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral 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 CertificateholderCertificateholders. Upon presentation and surrender of the CertificateCertificates (or, in the case of any Certificates held by the Depositor or any of its Affiliates, presentation of proof of cancellation of such Certificates), the Certificate Paying Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement5.02. In the event that one or more of the Certificateholder Certificateholders shall not surrender the Certificate their Certificates for cancellation within six months after the date specified in the above above-mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate 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 Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir 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, subject to applicable escheat laws, distributed by the Owner Trustee to the HolderDepositor. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust StatuteIssuer and its termination, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust StatuteAct. Thereupon, the Issuer and this Agreement (other than Article 8) shall terminate.

Termination of Trust Agreement. (a) The This Agreement (other than Article VIII) shall terminate and the Trust shall dissolve in accordance with Section 3808 of and terminate pursuant to the Statutory Trust Statute and be of no further force or effect upon notice to the maturity Indenture Trustee of the earliest of (i) the final payment or other liquidation of the last Receivable Home Equity Loan remaining in the Trust; (including ii) the optional purchase by the Master Servicer at its option or by the Seller at its option of the corpus of the Trust Home Equity Loans as described in Section 10.1 8.01 of the Sale and Servicing Agreement, (iii) the sale of the Home Equity Loans as described in Section 10.2 of the Indenture and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution corresponding redemption of the Trust. The Seller or Notes; and (iv) the Servicer shall promptly notify the Owner Trustee of any prospective dissolution pursuant to this SectionPayment Date in January 2035. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, Transferor shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the Certificateholder’s such Transferor'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 nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither The Ownership Interest shall be subject to an early redemption or termination at the option of the Master Servicer in the manner and subject to the provisions of Section 8.01 of the Sale and Servicing Agreement. (c) Except as provided in Sections 9.1(a) and (b) above, neither the Depositor nor the Certificateholder Transferor shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder shall surrender the Certificate to the Owner Trustee for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution 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 Owner Trustee therein designated, (ii) the amount of any such final payment, (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate at the office of the Owner Trustee therein specified and (iv) interest will cease to accrue on the Certificate. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral Agent 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 Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the Certificateholder shall not surrender the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its 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, subject to applicable escheat laws, by the Owner Trustee to the Holder. (d) Upon the completion of the winding up of the Trust and its termination in accordance with Section 3808 of the Statutory Trust Statute, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein the Delaware Trustee and the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.

Termination of Trust Agreement. (a) The Trust shall dissolve upon the final distribution by the Owner Trustee of all monies or other property or proceeds of the Trust Estate in accordance with Section 3808 the terms of the Statutory Trust Statute upon 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 Indenture, the Sale and Servicing Agreement) Agreement and Article Five and the subsequent distribution payment by the Trust of all amounts in respect of such Receivables as provided in it owes to the Basic Documents; provided, however, that Swap Counterparty under the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee of any prospective dissolution pursuant to this SectionInterest Rate Swap Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, any Owner shall not (xi) operate to terminate this Agreement or the Trust, nor (yii) entitle the Certificateholder’s such 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 nor or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in Section 9.01(a), neither of the Depositor nor the Certificateholder any Owner shall be entitled to dissolve, revoke or terminate the Trust. (c) Notice of any termination dissolution of the Trust, specifying the Distribution Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Trust Certificates to the Owner Trustee for payment of the final distribution by the Certificate Paying Agent and cancellationcancellation of the Trust Certificates by the Owner Trustee, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of a termination notice of such termination from the Master Servicer given pursuant to Section 10.1(c9.01(c) of the Sale and Servicing AgreementAgreement and no later than 20 days prior to such dissolution, stating (i) the Distribution Date upon or with respect to which final payment of the Certificate Trust Certificates shall be made upon presentation and surrender of the Certificate Trust Certificates at the office of the Owner Trustee therein designatedTrustee, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, applicable and that payments being shall be made only upon presentation and surrender of the Certificate Trust Certificates at the office of the Owner Trustee therein specified and (iv) interest will cease to accrue on Trustee; provided, however, no such notice shall be required so long as 100% of the CertificateTrust Certificates are held by WFSRC3 or an Affiliate thereof. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral Certificate Registrar (if other than the Owner Trustee), the Paying Agent and the Swap Counterparty at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateTrust Certificates, the Certificate Paying Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the Certificateholder shall not surrender the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its 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, subject to applicable escheat laws, by the Owner Trustee to the Holder5. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.

Termination of Trust Agreement. (a) The This Agreement and the Trust shall dissolve in accordance with Section 3808 terminate and be of no further force or effect upon the Statutory Trust Statute upon later of (i) the maturity or other liquidation of the last Receivable Mortgage Loan (including the purchase redemption by the Servicer at its option or by the Seller Sponsor at its option of the corpus of the Trust Securities as described in Section 10.1 7.01(b) of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables Mortgage Loans as provided in the Basic DocumentsDocuments or (ii) the payment to Residual Certificateholders of all amounts required to be paid to them pursuant to this Agreement and the payment to the Insurer and Xxxxxxx Mac of all amounts payable or reimbursable to them pursuant to the Sale and Servicing Agreement, the Pooling Agreement and, respectively, the Insurance Agreement and the Guarantee; provided, however, that the rights to indemnification under Section 7.2 9.2 and the rights under Section 7.1 9.1 shall survive the dissolution termination of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee Trustee, the Insurer and Xxxxxxx Mac of any prospective dissolution termination pursuant to this SectionSection 10.1. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, any Residual Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the such Residual Certificateholder’s 's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in clause (a), neither the Depositor Sponsor nor the any other Residual Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Payment Date upon which the Certificateholder Residual Certificateholders shall surrender the Certificate their Residual Certificates to the Owner Trustee for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder Residual Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c7.01(c) of the Sale and Servicing Agreement, stating (i) the Distribution Payment Date upon or with respect to which final payment of the Certificate Residual Certificates shall be made upon presentation and surrender of the Certificate Residual Certificates at the office of the Owner Trustee therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificate Residual Certificates at the office of the Owner Trustee therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral Agent Residual Certificate Registrar (if other than the Owner Trustee) and the Trustee at the time such notice is given to the CertificateholderResidual Certificateholders. Upon presentation and surrender of the CertificateResidual Certificates, the Certificate Paying Agent Trustee shall cause to be distributed to the Certificateholder Residual Certificateholders amounts distributable on such Distribution Payment Date pursuant to Section 5.7 8.7(d)(xiv) of the Sale and Servicing Pooling Agreement. In the event that all of the Certificateholder Residual Certificateholders shall not surrender the Certificate their Residual Certificates for cancellation within six months after the date specified in the above above-mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder remaining Residual Certificateholders to surrender the Certificate their Residual Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate Residual 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 Certificateholder remaining Residual Certificateholders concerning surrender of its Certificatetheir Residual 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 HolderSponsor and Holders shall look solely to the Sponsor for payment. (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 Sponsor. (e) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statuteand its termination, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Business Trust Statute.

Termination of Trust Agreement. (a) The Trust shall dissolve upon the payment in accordance with Section 3808 full of the Statutory Trust Statute upon the maturity Notes or other liquidation or final settlement of the last Receivable outstanding Loan (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 10.01(a) of the Sale and Servicing Agreement) and the subsequent distribution of all amounts in respect of such Receivables Loans as provided in the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 Documents and the rights under satisfaction and discharge of the Indenture and the business and affairs of the Trust shall be wound up as hereinafter provided in this Section 7.1 9.1. The winding up of the Trust shall survive be conducted in accordance with Section 3808(e) of the Statutory Trust Act, and, absent actual knowledge to the contrary, the Owner Trustee shall be entitled to rely conclusively and without investigation upon the certificates of: (i) the Indenture Trustee pursuant to Section 4.1 of the Indenture; and (ii) the Servicer pursuant to Section 7.06 of the Sale and Servicing Agreement, as to the absence, to the knowledge of the Servicer, of claims against the Trust and obligations of the Trust, including, without limitation, as to the absence of claims and obligations that have not arisen but that, based upon facts known to the certifying party, are likely to arise or become known to the Trust within 10 years after the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee and the Board in writing of any prospective dissolution termination pursuant to this SectionSection 9.1. The bankruptcy, liquidation, dissolution, death death, termination or incapacity of the Certificateholder, any Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the such Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate Property nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in clause (a), neither the Depositor Board, the Seller nor the any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder Certificateholders shall surrender their Certificates to the Certificate Trust Collateral Agent, as paying agent who shall then surrender such Certificates to the Owner Trustee for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer Seller or Servicer, as the case may be, given pursuant to Section 10.1(c10.01(b) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of distributions on the Certificate Certificates shall be made upon presentation and surrender of the Certificate Certificates at the office of the Owner Trustee Trust Collateral Agent therein designated, (ii) the amount of any such final paymentdistribution, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate Certificates at the office of the Owner Trustee therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Servicer on behalf of the Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Trust Collateral Agent at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateCertificates to the Owner Trustee, the Certificate Paying Trust Collateral Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.7 5.08 of the Sale and Servicing Agreement. In the event that all of the Certificateholder shall Certificateholders do not surrender the Certificate their Certificates for cancellation within six months after the date specified in the above above-mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate shall Certificates have 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 Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir 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 two years shall be distributed, subject to applicable escheat laws, by the Owner Trustee or the Trust Collateral Agent upon the written direction of the Board to the HolderSeller and Holders shall look solely to the Seller for payment. (d) Any funds remaining in the Trust after funds for final distribution have been distributed or set aside for distribution and reasonable provision has been made for known claims and obligations of the Trust shall be distributed by the Owner Trustee or the Trust Collateral Agent to the Certificateholders. (e) Upon dissolution and the completion of the winding up of the Trust in accordance with pursuant to Section 3808 of the Statutory Trust Statute9.1(a), this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust StatuteAct, whereupon this Agreement shall terminate; provided, however, that the rights and obligations with respect to indemnification under Section 8.2, the rights of the Owner Trustee under Section 8.1, and the terms of Section 11.7 hereof shall survive the dissolution of the Trust and the cancellation of the Certificate of Trust and the termination of the legal existence of the Trust and this Agreement. For the avoidance of doubt, it is expressly acknowledged and agreed that only the Owner Trustee, and not any Regular Trustee, need execute such certificate of cancellation.

Termination of Trust Agreement. (a) The This Agreement (other than Article VIII) shall terminate and the Trust shall dissolve in accordance with Section 3808 of and terminate pursuant to the Statutory Trust Statute and be of no further force or effect upon notice to the maturity Indenture Trustee of the earliest of (i) the final payment or other liquidation of the last Receivable Home Equity Loan remaining in the Trust; (including ii) the optional purchase by the Master Servicer at its option or by the Seller at its option of the corpus of the Trust Home Equity Loans as described in Section 10.1 8.01 of the Sale and Servicing Agreement, (iii) the sale of the Home Equity Loans as described in Section 10.2 of the Indenture and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution corresponding redemption of the Trust. The Seller or Notes; and (iv) the Servicer shall promptly notify the Owner Trustee of any prospective dissolution pursuant to this SectionPayment Date in January 2034. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, Transferor shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the Certificateholder’s such Transferor'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 nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither The Ownership Interest shall be subject to an early redemption or termination at the option of the Master Servicer in the manner and subject to the provisions of Section 8.01 of the Sale and Servicing Agreement. (c) Except as provided in Sections 9.1(a) and (b) above, neither the Depositor nor the Certificateholder Transferor shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder shall surrender the Certificate to the Owner Trustee for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution 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 Owner Trustee therein designated, (ii) the amount of any such final payment, (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate at the office of the Owner Trustee therein specified and (iv) interest will cease to accrue on the Certificate. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral Agent 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 Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the Certificateholder shall not surrender the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its 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, subject to applicable escheat laws, by the Owner Trustee to the Holder. (d) Upon the completion of the winding up of the Trust and its termination in accordance with Section 3808 of the Statutory Trust Statute, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.

Termination of Trust Agreement. (a) The Owner Trust shall dissolve in accordance with Section 3808 of the Statutory Trust Statute terminate upon the maturity or other liquidation of the last Receivable (including the purchase final distribution 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 of amounts in respect of such Receivables as provided in the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee of any prospective dissolution pursuant all moneys or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture and the Deposit and Administration Agreement; provided, that in no event will the Owner Trust continue more than 21 years after the date hereof. Any money or other property held as part of the Owner Trust Estate following such distribution shall be distributed to this Sectionthe Certificateholder. The bankruptcy, death, incapacity, liquidation, dissolution, death dissolution or incapacity termination of the Certificateholder, Depositor or Certificateholder (or any other beneficiary) shall not (x) operate to revoke or terminate this Agreement or the Owner Trust, nor or (y) entitle the Certificateholder’s 's (or any other beneficiary) 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 Owner Trust or Owner Trust Trustee Estate nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in Section 8.1(a) or 8.1(c), neither the Depositor nor the Certificateholder shall be entitled to revoke or terminate the Owner Trust. (c) Notice of any termination of Except as provided in this Section 8.1(c), neither the Trust, specifying the Distribution Date upon which Depositor nor the Certificateholder shall surrender be entitled to revoke or terminate the Certificate to Owner Trust or this Agreement. The Depositor and the Owner Trustee for payment of acknowledge that the final distribution by the Certificate Paying Agent and cancellationIndenture Trustee, shall be given by the Servicer on behalf of the Owner Trustee by letter Noteholders, is a third-party beneficiary of this Agreement and shall be entitled to enforce the terms of this Agreement to the Certificateholder mailed within five Business Days of receipt of notice of such termination from same extent as if they were signatories hereto. For so long as the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing AgreementNotes are outstanding, stating (i) the Distribution 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 neither the Owner Trustee therein designated, (ii) the amount of any such final payment, (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate at the office of the Owner Trustee therein specified and (iv) interest will cease to accrue on the Certificate. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral Agent 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 Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the Certificateholder shall not surrender the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its 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, subject to applicable escheat laws, by the Owner Trustee to the Holder. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute, nor this Agreement shall terminate and be revoked without the prior written consent of no further force or effect except as expressly set forth herein the Indenture Trustee. The Depositor and the Owner Trustee shall cause acknowledge that the Certificate Indenture Trustee, as an agent of the Noteholders, maintains a legitimate interest in ensuring the Owner Trust is not revoked prior to the fulfillment of the Owner Trust objectives. In no event may this Agreement be canceled by filing a certificate amended without the prior written consent of cancellation with the Secretary Indenture Trustee if the effect of State such amendment is the revocation or termination of this Owner Trust other than in accordance with the provisions of this Section 3810 of the Statutory Trust Statute8.1.

Termination of Trust Agreement. (a) The This Agreement and the Trust shall dissolve terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect upon the 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 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 and the payment to the Hedge Provider of all amounts payable to it pursuant to the Hedge Agreement; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution termination of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee of any prospective dissolution termination pursuant to this Section. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle 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 nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither the Depositor nor the Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder shall surrender the Certificate to the Owner Trustee Trust Collateral Agent for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution 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 Owner Trustee Trust Collateral Agent therein designated, (ii) the amount of any such final payment, (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate at the office of the Owner Trustee Trust Collateral Agent therein specified and (iv) interest will cease to accrue on the Certificate. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral Agent at the time such notice is given to the Certificateholder. Upon presentation and surrender of the Certificate, the Certificate Paying Trust Collateral Agent shall cause to be distributed to the Certificateholder amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the Certificateholder shall not surrender the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its 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, subject to applicable escheat laws, by the Owner Trustee to the Holder. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust StatuteStatute and its termination, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.

Termination of Trust Agreement. (a) The Trust shall dissolve upon written notice, which shall be provided by the Trust Owner to the Owner Trustee, only after the earlier of (i) the day on which the rights of all Notes to receive payments from the Issuer have terminated in accordance with Section 3808 the Indenture and final distribution of payments to the Residual Interest Certificates as required hereunder (the “Trust Termination Date”) and (ii) dissolution of the Statutory Trust Statute upon the maturity or other liquidation in accordance with applicable laws. After satisfaction of the last Receivable (including the purchase by the Servicer at its option or by the Seller at its option of the corpus liabilities of the Trust as described in Section 10.1 provided by applicable law, any money or other property held as part of the Sale and Servicing Agreement) and Trust Estate following such distribution shall be distributed to the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee of any prospective dissolution pursuant to this SectionTrust Owner. The bankruptcy, liquidation, dissolution, termination, death or incapacity of the Certificateholder, Trust Owner shall not (x) operate to terminate this Agreement or annul, dissolve or terminate the Trust, nor or (y) entitle the CertificateholderTrust 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 nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in Section 9.0l(a) hereof, neither the Depositor nor the any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination dissolution of the Trust, specifying the Distribution Payment Date upon which the Certificateholder Residual Interest Owner shall surrender the its Residual Interest Certificate to the Owner Trustee Trust Paying Agent for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing AgreementServicer, stating (i) the Distribution Payment Date upon or with respect to which final payment of the Residual Interest Certificate shall be made upon presentation and surrender of the Residual Interest Certificate at the office of the Owner Trustee Trust Paying Agent therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Payment Date is not applicable, payments being made only upon presentation and surrender of the Residual Interest Certificate at the office of the Owner Trustee Trust Paying Agent therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Servicer on behalf of the Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Trust Collateral Paying Agent at the time such notice is given to the CertificateholderResidual Interest Owner. Upon presentation and surrender of the CertificateResidual Interest Certificates, the Certificate Trust Paying Agent shall cause to be distributed to the Certificateholder Residual Interest Owner amounts distributable on such Distribution Payment Date pursuant to Section 5.7 of the Sale and Servicing Agreement. 5.02 hereof. (d) In the event that the Certificateholder Residual Interest Owner shall not surrender the its Residual Interest Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder such Residual Interest Owner to surrender the its Residual Interest Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Residual Interest 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 Certificateholder Residual Interest Owner concerning surrender of its Residual Interest 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, subject to applicable escheat laws, distributed by the Owner Trustee to the HolderDepositor. (de) Upon the completion of the winding up of the Trust and payment of all liabilities in accordance with Section 3808 of the Statutory Trust Statute, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust StatuteStatute at which time the Trust shall terminate.

Termination of Trust Agreement. (a) The Trust shall dissolve in accordance with Section 3808 of the Statutory Trust Statute upon 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 of amounts in respect of such Receivables as provided in the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee of any prospective dissolution pursuant to this Section. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle 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 nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither the Depositor nor the Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder shall surrender the Certificate to the Owner Trustee Trust Collateral Agent for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to to Section 10.1(c10.1 (c) of the Sale and Servicing Agreement, stating (i) the Distribution 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 Owner Trustee Trust Collateral Agent therein designated, (ii) the amount of any such final payment, (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate at the office of the Owner Trustee Trust Collateral Agent therein specified and (iv) interest will cease to accrue on the Certificate. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral Agent 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 Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the Certificateholder shall not surrender the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its 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, subject to applicable escheat laws, by the Owner Trustee to the Holder. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.

Termination of Trust Agreement. (a) The This Agreement shall terminate and the Trust shall wind up and dissolve in accordance with Section 3808 and be of no further force or effect upon the Statutory Trust Statute upon 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 of amounts in respect of such Receivables as provided in the Basic Documents, (ii) the payment to the Certificateholder of all amounts required to be paid to it pursuant to this Agreement and the payment to the Note Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement, (iii) the expiration of the Policy in accordance with its terms; or (iv) payment to the Note Insurer in full of all Reimbursement Obligations; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution termination of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee and the Note Insurer of any prospective dissolution termination pursuant to this Section. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the Certificateholder’s 's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither the Depositor Transferor nor the Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder shall surrender the Certificate to the Owner Trustee for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution 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 Owner Trustee therein designated, (ii) the amount of any such final payment, (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate at the office of the Owner Trustee therein specified and (iv) interest will cease to accrue on the Certificate. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral Agent 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 Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the Certificateholder shall not surrender the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its 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, subject to applicable escheat laws, by the Owner Trustee to the Holder. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.

Termination of Trust Agreement. (a) The This Trust Agreement (other than this Article VIII) and the Trust shall dissolve terminate and be of no further force or effect upon the earliest of (i) the final distribution of all moneys or other property or proceeds of the Owner Trust Estate in accordance with Section 3808 the terms of the Statutory Indenture and this Trust Statute upon Agreement, (ii) the maturity Payment Date in June 2022, (iii) at the time provided in Section 8.02 or other liquidation of the last Receivable (including iv) the purchase by the Master Servicer at its option or by the Seller at its option of all Revolving Credit Loans pursuant to Section 8.08(a) of the corpus of the Trust as described in Section 10.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee of any prospective dissolution pursuant to this Section. The bankruptcy, liquidation, dissolution, death or incapacity of any Certifi-cateholder, other than the CertificateholderHolder of the Designated Certificate as described in Section 8.02, shall not (x) operate to terminate this Trust Agreement or the Trust, nor Trust or (y) entitle the Certificateholder’s such Certifi-cateholder'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 nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in Section 8.01(a), none of the Depositor nor Depositor, the Holder of the Designated Certificate or any other Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Payment Date upon which the Certificateholder Certificateholders shall surrender their Certificates to the Certificate to the Owner Trustee Paying Agent for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee Certificate Paying Agent by letter to Certificateholders and the Certificateholder Credit Enhancer mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing AgreementOwner Trustee, stating (i) the Distribution Payment Date upon or with respect to which final payment of the Certificate Certificates shall be made upon presentation and surrender of the Certificate Certificates at the office of the Owner Trustee Certificate Paying Agent therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificate Certificates at the office of the Owner Trustee Certificate Payment Agent therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Servicer on behalf of the Owner Trustee Certificate Paying Agent shall give such notice to the Trust Collateral Agent Owner Trustee and the Certificate Registrar at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateCertificates, the Certificate Paying Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Payment Date pursuant to Section 5.7 of the Sale and Servicing Agreement5.01. In the event that all of the Certificateholder Certificateholders shall not surrender the Certificate their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee Certificate Paying Agent shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their 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 Certificate Certificates was to have been made pursuant to Section 3.10, all the Certificates shall not have been surrendered for cancellation, the Owner Trustee Certificate Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this [NY01:227417.4] 16069-00369 10/30/96 3:33pm 27 Trust Agreement. Any funds remaining in the Trust Certificate Distribution Account after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, distributed by the Owner Trustee Certificate Paying Agent to the HolderHolder of the Designated Certificate. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statuteand its termination, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 3810(c) of the Statutory Business Trust Statute.

Termination of Trust Agreement. (a) The This Trust Agreement (other than Article VII) and the Trust shall dissolve terminate and be of no further force or effect upon the earlier of (i) the final distribution of all moneys or other property or proceeds of the Owner Trust Estate in accordance with Section 3808 the terms of the Statutory Indenture and this Trust Statute upon Agreement and (ii) the maturity or other liquidation distribution of all of the last Receivable (including the purchase by the Servicer at its option or by the Seller at its option assets of the corpus of the Owner Trust as described Estate, in Section 10.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as accordance with written instructions provided in the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee by the Majority Certificateholder, following the optional redemption of any prospective dissolution the Notes by the Certificateholder or Majority Certificateholder, as applicable, pursuant to this SectionSection 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 the Certificateholder, any Certificateholder shall not (x) operate to terminate this Trust Agreement or the Trust, nor Trust or (y) entitle the 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 nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in Section 8.01(a), neither the Depositor nor the any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Payment Date upon which the Certificateholder Certificateholders shall surrender their Certificates to the Certificate to the Owner Trustee Paying Agent for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee Certificate Paying Agent by letter to the Certificateholder 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 10.1(c) of the Sale and Servicing AgreementSecurities Administrator, stating (i) the Distribution Payment Date upon or with respect to which final payment of the Certificate Certificates shall be made upon presentation and surrender of the Certificate Certificates at the office of the Owner Trustee Certificate Paying Agent therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificate Certificates at the office of the Owner Trustee Certificate Payment Agent therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Servicer on behalf of the Owner Trustee Certificate Paying Agent shall give such notice to the Trust Collateral Agent Owner Trustee and the Certificate Registrar at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateCertificates, the Certificate Paying Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Payment Date pursuant to Section 5.7 of the Sale and Servicing Agreement5.01. In the event that all of the Certificateholder Certificateholders shall not surrender the Certificate their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee Certificate Paying Agent shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their 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 Certificate Certificates was to have been made pursuant to Section 3.03 of the Indenture, all the Certificates shall not have been surrendered for cancellation, the Owner Trustee Certificate Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir 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, subject to applicable escheat laws, distributed by the Owner Trustee Certificate Paying Agent to the HolderDepositor. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statuteand its termination, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 3810(c) of the Statutory Trust Statute.

Termination of Trust Agreement. (a) The This Trust Agreement (other than Article VII) and the Trust shall dissolve terminate and be of no further force or effect upon the earlier of (i) the final distribution of all moneys or other property or proceeds of the Owner Trust Estate in accordance with Section 3808 the terms of the Statutory Indenture and this Trust Statute upon Agreement and (ii) the maturity or other liquidation distribution of all of the last Receivable (including the purchase by the Servicer at its option or by the Seller at its option assets of the corpus of the Owner Trust as described Estate, in Section 10.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as accordance with written instructions provided in the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee by the Majority Certificateholder, following the optional redemption of any prospective dissolution the Notes effected by the Majority Certificateholder pursuant to this SectionSection 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 the Certificateholder, any Certificateholder shall not (x) operate to terminate this Trust Agreement or the Trust, nor Trust or (y) entitle the 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 nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in Section 8.01(a), the Depositor nor the Certificateholder shall not be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Payment Date upon which the Certificateholder Certificateholders shall surrender their Certificates to the Certificate to the Owner Trustee Paying Agent for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee Certificate Paying Agent by letter to the Certificateholder 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 10.1(c) of the Sale and Servicing AgreementSecurities Administrator, stating (i) the Distribution Payment Date upon or with respect to which final payment of the Certificate Certificates shall be made upon presentation and surrender of the Certificate Certificates at the office of the Owner Trustee Certificate Paying Agent therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificate Certificates at the office of the Owner Trustee Certificate Payment Agent therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Servicer on behalf of the Owner Trustee Certificate Paying Agent shall give such notice to the Trust Collateral Agent Owner Trustee and the Certificate Registrar at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateCertificates, the Certificate Paying Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Payment Date pursuant to Section 5.7 of the Sale and Servicing Agreement5.01. In the event that all of the Certificateholder Certificateholders shall not surrender the Certificate their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee Certificate Paying Agent shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their 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 Certificate Certificates was to have been made pursuant to Section 3.03 of the Indenture, all the Certificates shall not have been surrendered for cancellation, the Owner Trustee Certificate Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir 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, subject to applicable escheat laws, distributed by the Owner Trustee Certificate Paying Agent to the HolderDepositor. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statuteand its termination, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 3810(c) of the Statutory Trust Statute.

Termination of Trust Agreement. (a) The Trust shall dissolve upon written notice, which shall be provided by the Owner to the Owner Trustee, only after the earlier of (i) the day on which the rights of all Notes to receive payments from the Issuer have terminated in accordance with Section 3808 the Indenture and final distribution of payments to the Residual Interest Certificates as required hereunder (the "Trust Termination Date") and (ii) dissolution of the Statutory Trust Statute upon the maturity or other liquidation in accordance with applicable law. After satisfaction of the last Receivable (including the purchase by the Servicer at its option or by the Seller at its option of the corpus liabilities of the Trust as described in Section 10.1 provided by applicable law, any money or other property held as part of the Sale and Servicing Agreement) and Trust Estate following such distribution shall be distributed to the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee of any prospective dissolution pursuant to this SectionOwner. The bankruptcy, liquidation, dissolution, termination, death or incapacity of the Certificateholder, Owner shall not (x) operate to terminate this Agreement or annul, dissolve or terminate the Trust, nor or (y) entitle the 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 nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in Section 9.01(a) above, neither the Depositor nor the any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination dissolution of the Trust, specifying the Distribution Payment Date upon which the Residual Interest Certificateholder shall surrender the its Residual Interest Certificate to the Owner Trustee Trust Paying Agent for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing AgreementServicer, stating (i) the Distribution Payment Date upon or with respect to which final payment of the Residual Interest Certificate shall be made upon presentation and surrender of the Residual Interest Certificate at the office of the Owner Trustee Trust Paying Agent therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Payment Date is not applicable, payments being made only upon presentation and surrender of the Residual Interest Certificate at the office of the Owner Trustee Trust Paying Agent therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Servicer on behalf of the Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Trust Collateral Paying Agent at the time such notice is given to the Residual Interest Certificateholder. Upon presentation and surrender of the CertificateResidual Interest Certificates, the Certificate Trust Paying Agent shall cause to be distributed to the Residual Interest Certificateholder amounts distributable on such Distribution Payment Date pursuant to Section 5.7 of the Sale and Servicing Agreement. 5.02 hereof. (d) In the event that the Residual Interest Certificateholder shall not surrender the its Residual Interest Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the such Residual Interest Certificateholder to surrender the its Residual Interest Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Residual Interest 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 Residual Interest Certificateholder concerning surrender of its Residual Interest 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, subject to applicable escheat laws, distributed by the Owner Trustee to the HolderDepositor. (de) Upon the completion of the winding up of the Trust and payment of all liabilities in accordance with Section 3808 of the Statutory Trust Statute, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust StatuteStatute at which time the Trust shall terminate.

Termination of Trust Agreement. (a) The This Agreement (other than Article VIII) and the Trust shall dissolve in accordance with Section 3808 terminate and be of no further force or effect on the Statutory Trust Statute upon earlier of: (i) the maturity final payment or other liquidation of the last Receivable (including Home Loans and the purchase by disposition of all REO Properties and the Servicer at its option remittance of all funds due hereunder with respect to such Home Loans and REO Properties or by the Seller at its option disposition of the corpus Home Loans and REO Properties at the direction of a majority of the Trust as described Certificateholders, in Section 10.1 either case after the satisfaction and discharge of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents; provided, however, that the rights Indenture pursuant to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution 4.01 of the TrustIndenture; and (ii) the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy (the late ambassador of the United States to thx Xxxxx xx Xx. The Seller or the Servicer shall promptly notify the Owner Trustee of any prospective dissolution pursuant to this SectionXames's). The bankruptcy, liquidation, dissolution, death death, or incapacity of any Certificateholder or the Certificateholder, Depositor shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the such Certificateholder’s 's legal representatives or heirs to claim an accounting Accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor Estate, or (z) otherwise affect the rights, obligations obligations, and liabilities of the parties hereto. (b) Neither Except as provided in Section 9.1(a) above, none of the Depositor nor Depositor, the Servicer, the Note Insurer or any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Payment Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Certificates to the Owner Trustee for payment of the final distribution by the Certificate Paying Agent distributions and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder Certificateholders, the Note Insurer, the Rating Agencies and the Trust Paying Agent mailed within five Business Days of receipt by the Owner Trustee of notice of such termination from the Servicer given pursuant to Section 10.1(c9.1(a) of above, which notice given by the Sale and Servicing Agreement, stating Owner Trustee shall state (i) the Distribution Payment Date upon or with respect to which final payment of the Certificate Certificates shall be made upon presentation and surrender of the Certificate Certificates at the office of the Owner Trustee therein designated, (ii) the amount of any such final payment, and (iii) that the Record Date otherwise applicable to such Distribution Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificate Certificates at the office of the Owner Trustee therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Servicer on behalf of the Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Trust Collateral Paying Agent at the time such notice is given to Certificateholders. The Owner Trustee shall give notice to the Certificateholder. Upon Trust Paying Agent of each presentation and surrender of Certificates promptly, and the Certificate, the Certificate Trust Paying Agent shall promptly cause to be distributed to the Certificateholder related Certificateholders amounts distributable on such Distribution Payment Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the Certificateholder shall not surrender the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its 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, subject to applicable escheat laws, by the Owner Trustee to the Holder5.2(a). (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statuteand its termination, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 3820 of the Statutory Business Trust Statute.

Termination of Trust Agreement. (a) The This Agreement (other than Article VIII) shall terminate and the Trust shall dissolve in accordance with Section 3808 of and terminate pursuant to the Statutory Trust Statute and be of no further force or effect upon notice to the maturity Indenture Trustee of the earliest of (i) the final payment or other liquidation of the last Receivable Home Equity Loan remaining in the Trust; (including ii) the optional purchase by the Master Servicer at its option or by the Seller at its option of the corpus of the Trust Home Equity Loans as described in Section 10.1 8.01 of the Sale and Servicing Agreement, (iii) the sale of the Home Equity Loans as described in Section 10.2 of the Indenture and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution corresponding redemption of the Trust. The Seller or Notes; and (iv) the Servicer shall promptly notify the Owner Trustee of any prospective dissolution pursuant to this SectionPayment Date in [June 2034]. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, Transferor shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the Certificateholder’s such Transferor'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 nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither The Ownership Interest shall be subject to an early redemption or termination at the option of the Master Servicer in the manner and subject to the provisions of Section 8.01 of the Sale and Servicing Agreement. (c) Except as provided in Sections 9.1(a) and (b) above, neither the Depositor nor the Certificateholder Transferor shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder shall surrender the Certificate to the Owner Trustee for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution 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 Owner Trustee therein designated, (ii) the amount of any such final payment, (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate at the office of the Owner Trustee therein specified and (iv) interest will cease to accrue on the Certificate. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral Agent 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 Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the Certificateholder shall not surrender the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its 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, subject to applicable escheat laws, by the Owner Trustee to the Holder. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of and its termination, the Statutory Trust Statute, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein Delaware Trustee and the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.

Termination of Trust Agreement. (a) The This Agreement (other than Article VIII) and the Trust shall dissolve terminate and be of no further force or effect: (i) upon the final distribution by the Owner Trustee of all moneys or other property or proceeds of the Owner Trust Estate in accordance with Section 3808 the terms of the Statutory Trust Statute upon 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 Indenture, the Sale and Servicing AgreementAgreement and Article V or (ii) and at the subsequent distribution of amounts in respect of such Receivables as time provided in the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee of any prospective dissolution pursuant to this Section9.02. The bankruptcy, liquidation, dissolution, death or incapacity of any Owner, other than the CertificateholderCompany as described in Section 9.02, shall not (x) operate to terminate this Agreement or the Trust, nor Trust or (y) entitle the Certificateholdersuch 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 nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in Section 9.01(a), none of the Depositor nor the Certificateholder Company or any Owner shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Trust Certificates to the Owner Trustee Paying Agent for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder Certificate holders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c9.01(c) of the Sale and Servicing Agreement, stating stating: (i) the Distribution Date upon or with respect to which final payment of the Certificate Trust Certificates shall be made upon presentation and surrender of the Certificate Trust Certificates at the office of the Owner Trustee Paying Agent therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate Trust Certificates at the office of the Owner Trustee Paying Agent therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateTrust Certificates, the Certificate Paying Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement5.02. In the event that all of the Certificateholder Certificateholders shall not surrender the Certificate their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate 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 Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir 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, distributed by the Owner Trustee to the HolderCompany, subject to applicable laws with respect to escheat of funds. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statuteand its termination, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Business Trust Statute.

Termination of Trust Agreement. (a) The Trust shall dissolve in accordance with Section 3808 at the earlier of (i) the payment to the Noteholders, the Depositor and the Insurer of all amounts required to be paid to them pursuant to the terms of the Statutory Trust Statute upon Indenture, the Sale and Allocation Agreement, the Insurance Agreement and Article V herein or (ii) the Payment Date next succeeding the month which is one year after 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) Contract and the subsequent distribution disposition of any amounts in respect received upon liquidation of such Receivables as provided any property remaining in the Basic DocumentsTrust; providedPROVIDED, howeverHOWEVER, in each case, that the rights Policy shall have been terminated in accordance with its terms and returned to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee of any prospective dissolution pursuant to this SectionInsurer for cancellation. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, Depositor shall not (x) operate to terminate or dissolve this Agreement or the Trust, nor (y) entitle the Certificateholder’s Depositor's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) or otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither the The Depositor nor the Certificateholder shall not be entitled to revoke or terminate the Trust. (c) Notice of any termination dissolution of the Trust, specifying the Distribution Payment Date upon which the Certificateholder Depositor shall surrender the Depositor's Certificate to the Owner Trustee Paying Agent for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder Depositor mailed within five (5) Business Days of receipt by the Owner Trustee of written notice of such termination dissolution from the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing AgreementServicer, stating (i) the Distribution 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 Owner Trustee therein designated, (ii) the amount of any such final payment, (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate at the office of the Owner Trustee therein specified and (iv) interest will cease to accrue on the Certificate. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral Agent 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 Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the Certificateholder shall not surrender the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its 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, subject to applicable escheat laws, by the Owner Trustee to the Holder. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.the

Termination of Trust Agreement. (a) The This Agreement (other than Article VIII) and the Trust shall dissolve in accordance with Section 3808 terminate and be of no further force or effect on the Statutory Trust Statute upon earlier of: (i) the maturity final payment or other liquidation of the last Receivable (including Mortgage Loans and the purchase by disposition of all REO Properties and the Servicer at its option remittance of all funds due hereunder with respect to such Mortgage Loans and REO Properties or by the Seller at its option disposition of the corpus Mortgage Loans and REO Properties at the direction of a majority of the Trust as described Certificateholders, in Section 10.1 either case after the satisfaction and discharge of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents; provided, however, that the rights Indenture pursuant to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution 4.01 of the Trust. The Seller or Indenture; and (ii) the Servicer shall promptly notify expiration of 21 years from the Owner Trustee death of any prospective dissolution pursuant the last survivor of the descendants of Xxxxxx X. Xxxxxxx (the late ambassador of the United States to this Sectionthe Court of St. James's). The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder or the Certificateholder, Depositor shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the such Certificateholder’s 's legal representatives or heirs to claim an accounting Accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in Section 9.1(a) above, none of the Depositor Depositor, the Servicer, the Note Insurer nor the any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Payment Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Certificates to the Owner Trustee for payment of the final distribution by the Certificate Paying Agent distributions and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder Certificateholders, the Note Insurer, the Rating Agencies and the Trust Paying Agent mailed within five Business Days of receipt by the Owner Trustee of notice of such termination from the Servicer given pursuant to Section 10.1(c9.1(a) of above, which notice given by the Sale and Servicing Agreement, stating Owner Trustee shall state (i) the Distribution Payment Date upon or with respect to which final payment of the Certificate Certificates shall be made upon presentation and surrender of the Certificate Certificates at the office of the Owner Trustee therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificate Certificates at the office of the Owner Trustee therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Servicer on behalf of the Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Trust Collateral Paying Agent at the time such notice is given to Certificateholders. The Owner Trustee shall give notice to the Certificateholder. Upon Trust Paying Agent of each presentation and surrender of Certificates promptly, and the Certificate, the Certificate Trust Paying Agent shall promptly cause to be distributed to the Certificateholder related Certificateholders amounts distributable on such Distribution Payment Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the Certificateholder shall not surrender the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its 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, subject to applicable escheat laws, by the Owner Trustee to the Holder5.2(a). (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statuteand its termination, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Business Trust Statute.

Termination of Trust Agreement. (a) The Trust shall dissolve upon the payment in accordance with Section 3808 full of the Statutory Trust Statute upon the maturity Notes or other liquidation or final settlement of the last Receivable outstanding Loan (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 10.01(a) of the Sale and Servicing Agreement) and the subsequent distribution of all amounts in respect of such Receivables Loans as provided in the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 Documents and the rights under satisfaction and discharge of the Indenture and the business and affairs of the Trust shall be wound up as hereinafter provided in this Section 7.1 9.1. The winding up of the Trust shall survive be conducted in accordance with Section 3808(e) of the Statutory Trust Act, and, absent actual knowledge to the contrary, the Owner Trustee shall be entitled to rely conclusively and without investigation upon the certificates of: (i) the Indenture Trustee pursuant to Section 4.1 of the Indenture; and (ii) the Servicer pursuant to Section 7.06 of the Sale and Servicing Agreement, as to the absence, to the knowledge of the Servicer, of claims against the Trust and obligations of the Trust, including, without limitation, as to the absence of claims and obligations that have not arisen but that, based upon facts known to the certifying party, are likely to arise or become known to the Trust within 10 years after the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee and the Board in writing of any prospective dissolution termination pursuant to this SectionSection 9.1. The bankruptcy, liquidation, dissolution, death death, termination or incapacity of the Certificateholder, any Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the such Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate Property nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in clause (a), neither the Depositor Board, the Seller nor the any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder Certificateholders shall surrender their Certificates to the Certificate Trust Collateral Agent, as paying agent who shall then surrender such Certificates to the Owner Trustee for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer Seller or Servicer, as the case may be, given pursuant to Section 10.1(c10.01(b) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of distributions on the Certificate Certificates shall be made upon presentation and surrender of the Certificate Certificates at the office of the Owner Trustee Trust Collateral Agent therein designated, (ii) the amount of any such final paymentdistribution, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate Certificates at the office of the Owner Trustee therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Servicer on behalf of the Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Trust Collateral Agent at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateCertificates to the Owner Trustee, the Certificate Paying Trust Collateral Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.7 5.08 of the Sale and Servicing Agreement. In the event that all of the Certificateholder Certificateholders shall not surrender the Certificate their Certificates for cancellation within six months after the date specified in the above above-mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate 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 Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir 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 two years shall be distributed, subject to applicable escheat laws, by the Owner Trustee or the Trust Collateral Agent upon the written direction of the Board to the HolderSeller and Holders shall look solely to the Seller for payment. (d) Any funds remaining in the Trust after funds for final distribution have been distributed or set aside for distribution and reasonable provision has been made for known claims and obligations of the Trust shall be distributed by the Owner Trustee or the Trust Collateral Agent to the Certificateholders. (e) Upon dissolution and the completion of the winding up of the Trust in accordance with pursuant to Section 3808 of the Statutory Trust Statute9.1(a), this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust StatuteAct, whereupon this Agreement shall terminate; provided, however, that the rights and obligations with respect to indemnification under Section 8.2, the rights of the Owner Trustee under Section 8.1, and the terms of Section 11.7 hereof shall survive the dissolution of the Trust and the cancellation of the Certificate of Trust and the termination of the legal existence of the Trust and this Agreement.

Termination of Trust Agreement. (a) The Owner Trust shall dissolve terminate 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 Deposit and Administration Agreement and the Statutory Trust Act. Any money or other property held as part of the Owner Trust Estate following such distribution, after satisfaction of all liabilities of the Owner Trust in accordance with Section 3808 of the Statutory Trust Statute upon Act, shall be distributed to 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 of amounts in respect of such Receivables as provided in the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee of any prospective dissolution pursuant to this SectionCertificateholder. The bankruptcy, death, incapacity, liquidation, dissolution, death dissolution or incapacity termination of the Certificateholder, Depositor or Certificateholder (or any other beneficiary) shall not (x) operate to revoke or terminate this Agreement or the Owner Trust, nor or (y) entitle the Certificateholder’s (or any other beneficiary) 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 Owner Trust or Owner Trust Trustee Estate nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in subsections 8.1(a) or 8.1(c), neither the Depositor nor the Certificateholder shall be entitled to revoke or terminate the Owner Trust. (c) Notice of any termination of Except as provided in this subsection 8.1(c), neither the Trust, specifying the Distribution Date upon which Depositor nor the Certificateholder shall surrender be entitled to revoke or terminate the Certificate to Owner Trust or this Agreement. The Depositor and the Owner Trustee for payment of acknowledge that the final distribution by the Certificate Paying Agent and cancellationIndenture Trustee, shall be given by the Servicer on behalf of the Noteholders, is a third-party beneficiary of this Agreement and shall be entitled to enforce the terms of this Agreement to the same extent as if it was a signatory hereto. For so long as the Notes are Outstanding, neither the Owner Trust nor this Agreement shall be revoked without the prior written consent of the Indenture Trustee. The Depositor and the Owner Trustee by letter acknowledge that the Indenture Trustee, as an agent of the Noteholders, maintains a legitimate interest in ensuring that the Owner Trust is not revoked prior to the Certificateholder mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution 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 fulfillment of the Owner Trustee therein designated, (ii) Trust objectives. In no event may this Agreement be amended without the amount of any such final payment, (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender prior written consent of the Certificate at Indenture Trustee if the office effect of such amendment is the revocation or termination of this Owner Trust other than in accordance with this Section 8.1. Upon the winding up and dissolution of the Owner Trustee therein specified and (iv) interest will cease to accrue on the Certificate. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral Agent 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 Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the Certificateholder shall not surrender the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its 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, subject to applicable escheat laws, by the Owner Trustee to the Holder. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust StatuteAct, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust StatuteAct and thereupon the Owner Trust and this Agreement (other than Article VII) shall terminate.

Termination of Trust Agreement. (a) The This Agreement (other than Section 5.05 and Article VIII) shall terminate and the Trust shall dissolve and terminate and be of no further force or effect upon the final distribution by the Owner Trustee of all moneys or other property or proceeds of the Trust Estate in accordance with Section 3808 the terms of the Statutory Trust Statute upon 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 Indenture, the Sale and Servicing Agreement) , Article V and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee of any prospective dissolution pursuant to this SectionStatutory Trust Statute. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, any Certificateholder shall not (xi) operate to terminate this Agreement or the Trust, nor (yii) entitle the such Certificateholder’s 's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in Section 9.01(a), neither the Depositor nor the any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Trust Certificates to the Owner Trustee Paying Agent for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c9.01(b) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Certificate Trust Certificates shall be made upon presentation and surrender of the Certificate Trust Certificates at the office of the Owner Trustee Paying Agent therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate Trust Certificates at the office of the Owner Trustee Paying Agent therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateTrust Certificates, the Certificate Paying Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement5.02. In the event that all of the Certificateholder Certificateholders shall not surrender the Certificate their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate 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 Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir 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 distributeddistributed by the Owner Trustee to the Depositor, subject to applicable escheat laws, by the Owner Trustee to the Holder. (d) Upon the completion of the winding up of the Trust in accordance with the Statutory Trust Statute (including, without limitation, the reasonable provision for payment of all obligations of the Trust in accordance with Section 3808 3808(e) of the Statutory Trust Statute) and the written instructions of the Depositor, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute. Thereupon the Trust and this Agreement (other than Article VIII) shall terminate.

Termination of Trust Agreement. (a) The Trust shall dissolve upon the payment in accordance with Section 3808 full of the Statutory Trust Statute upon the maturity Notes or other liquidation or final settlement of the last Receivable outstanding Loan (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 10.01(a) of the Sale and Servicing Agreement) and the subsequent distribution of all amounts in respect of such Receivables Loans as provided in the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 Documents and the rights under satisfaction and discharge of the Indenture and the business and affairs of the Trust shall be wound up as hereinafter provided in this Section 7.1 9.1. The winding up of the Trust shall survive be conducted in accordance with Section 3808(e) of the Statutory Trust Act, and, absent actual knowledge to the contrary, the Owner Trustee shall be entitled to rely conclusively and without investigation upon the certificates of: (i) the Indenture Trustee pursuant to Section 4.1 of the Indenture; and (ii) the Servicer pursuant to Section 7.06 of the Sale and Servicing Agreement, as to the absence, to the knowledge of the Servicer, of claims against the Trust and obligations of the Trust, including, without limitation, as to the absence of claims and obligations that have not arisen but that, based upon facts known to the certifying party, are likely to arise or become known to the Trust within 10 years after the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee and the Board in writing of any prospective dissolution termination pursuant to this SectionSection 9.1. The bankruptcy, liquidation, dissolution, death death, termination or incapacity of the Certificateholder, any Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the such Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate Property nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in clause (a), neither the Depositor Board, the Seller nor the any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder Certificateholders shall surrender their Certificates to the Certificate Trust Collateral Agent, as paying agent who shall then surrender such Certificates to the Owner Trustee for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer Seller or Servicer, as the case may be, given pursuant to Section 10.1(c10.01(b) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of distributions on the Certificate Certificates shall be made upon presentation and surrender of the Certificate Certificates at the office of the Owner Trustee Trust Collateral Agent therein designated, (ii) the amount of any such final paymentdistribution, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate Certificates at the office of the Owner Trustee therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Servicer on behalf of the Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Trust Collateral Agent at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateCertificates to the Owner Trustee, the Certificate Paying Trust Collateral Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.7 5.08 of the Sale and Servicing Agreement. In the event that all of the Certificateholder shall Certificateholders do not surrender the Certificate their Certificates for cancellation within six months after the date specified in the above above-mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate shall Certificates have 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 Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir 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 two years shall be distributed, subject to applicable escheat laws, by the Owner Trustee or the Trust Collateral Agent upon the written direction of the Board to the HolderSeller and Holders shall look solely to the Seller for payment. (d) Any funds remaining in the Trust after funds for final distribution have been distributed or set aside for distribution and reasonable provision has been made for known claims and obligations of the Trust shall be distributed by the Owner Trustee or the Trust Collateral Agent to the Certificateholders. (e) Upon dissolution and the completion of the winding up of the Trust in accordance with pursuant to Section 3808 of the Statutory Trust Statute9.1(a), this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust StatuteAct, whereupon this Agreement shall terminate; provided, however, that the rights and obligations with respect to indemnification under Section 8.2, the rights of the Owner Trustee under Section 8.1, and the terms of Section 11.7 hereof shall survive the dissolution of the Trust and the cancellation of the Certificate of Trust and the termination of the legal existence of the Trust and this Agreement.

Termination of Trust Agreement. (a) The This Agreement (other than Article VIII) shall terminate and the Trust shall dissolve and be wound up in accordance with Section 3808 of the Statutory Trust Statute Act, upon the earlier of (i) the maturity or other liquidation of the last Receivable (including or other asset) in the purchase Owner Trust Estate and the final distribution of all moneys or other property or proceeds of the Owner Trust Estate in accordance with the terms of this Agreement, the Indenture and the Sale and Servicing Agreement (including, but not limited to, any property and proceeds to be deposited in the Collection Account pursuant to the terms of the Sale and Servicing Agreement or to be released by the Indenture Trustee from the Lien of the Indenture pursuant to the terms of the Indenture), and (ii) the election by the Servicer at its option or by the Seller at its option of to purchase the corpus of the Trust as described in pursuant to Section 10.1 9.01 of the Sale and Servicing Agreement) Agreement and the subsequent payment or distribution of amounts in respect of such Receivables as provided in the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 all Securityholders [and the rights Swap Counterparty] of all amounts required to be paid to them under Section 7.1 shall survive the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee of any prospective dissolution pursuant to Indenture and this SectionAgreement. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, any Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the 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 Estate, nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in Section 9.01(a), neither the Depositor nor the any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Certificates to the Owner Trustee Paying Agent for payment of the final distribution by the Certificate Paying Agent distributions and cancellation, shall shall, if any Certificates are then held by anyone other than the Depositor or any of its Affiliates, be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) 10.03 of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Certificate Certificates shall be made upon presentation and surrender of the Certificate Certificates at the office of the Owner Trustee Paying Agent therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable payment to be made on such Distribution Date is not applicable, payments being will be made only upon presentation and surrender of the Certificate Certificates at the office of the Owner Trustee Paying Agent therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral 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 CertificateholderCertificateholders. Upon presentation and surrender of the CertificateCertificates (or, in the case of any Certificates held by the Depositor or any of its Affiliates, presentation of proof of cancellation of such Certificates), the Certificate Paying Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement5.02. In the event that one or more of the Certificateholder Certificateholders shall not surrender the Certificate their Certificates for cancellation within six months after the date specified in the above above-mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate 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 Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir 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, distributed by the Owner Trustee to the HolderDepositor. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statuteand its termination, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust StatuteAct.