Common use of Termination of Trust Agreement Clause in Contracts

Termination of Trust Agreement. (a) This Agreement (other than Article VIII) and the Trust shall terminate and be of no further force or effect upon the earlier of (i) the final distribution by the Eligible Lender Trustee of all moneys or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, the Administration Agreement and Article V, and (ii) the time provided in Section 9.2. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder, other than the Depositor as described in Section 9.2, shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Eligible Lender Trustee by letter to Certificateholders mailed within five Business Days of receipt of notice of such termination from the Administrator given pursuant to Section 6.1C of the Administration Agreement, stating (i) the Distribution Date upon which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein specified. The Eligible Lender Trustee shall give such notice to the Certificate Registrar (if other than the Eligible Lender Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.1. In the event that all the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Eligible Lender Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Eligible Lender Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Trustee to the Depositor. Upon final distribution of any funds remaining in the Trust, the Eligible Lender Trustee shall file a certificate of cancellation of the Trust's certificate of trust pursuant to Section 3810(c) of the Delaware Business Trust Act.

Termination of Trust Agreement. (a) This Agreement (other than Article VIII) and the The Trust shall terminate and be dissolve in accordance with Section 3808 of no further force or effect upon the earlier of (i) Statutory Trust Act immediately prior to the final distribution by the Eligible Lender Owner Trustee of all moneys monies or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Administration Trust Sale and Servicing Agreement (including the exercise by the Servicer of its option to purchase the Receivables pursuant to Section 8.01(a) of the Trust Sale and Servicing Agreement) and Article V, and (ii) the time provided in Section 9.2. V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder, other than the Depositor as described in Section 9.2, Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or the Owner Trust Estate nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a), neither Neither the Depositor nor any Certificateholder shall be entitled to 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 Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Eligible Lender Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Administrator Servicer given pursuant to Section 6.1C 8.01(c) of the Administration Trust Sale and Servicing Agreement, stating stating: (i) the Distribution Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein designated, ; (ii) the amount of any such final payment 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 Trust Certificates at the office of the Certificate Paying Agent therein specified. The Eligible Lender Owner Trustee shall give such notice to the Certificate Registrar (if other than the Eligible Lender Owner Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.1. In the event that 5.2. (d) If all of the Certificateholders shall not surrender their Trust Certificates for cancellation within six (6) months after the date specified in the above mentioned written noticenotice referred to in Section 7.1(c), the Eligible Lender Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one (1) year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Eligible Lender Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any Subject to applicable laws with respect to escheat of funds, any funds remaining in the Trust after exhaustion of such remedies and no later than five years after in the first such notice preceding sentence shall be deemed property of the last Certificateholders of record and distributed by the Eligible Lender Owner Trustee to the Depositor. last Certificateholders of record, and the Owner Trustee shall have no further liability to the Certificateholders with respect thereto. (e) Upon final distribution the winding up and termination of any funds remaining the Trust in accordance with Section 3808 of the TrustStatutory Trust Act and this Section 7.1 at the written direction and expense of the Certificateholders, the Eligible Lender Owner Trustee shall 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 Trust's certificate of trust pursuant to Section 3810(c) of the Delaware Business Statutory Trust Act. Thereupon, this Agreement (other than Sections 6.9, 9.8 and 9.9) and the Trust shall terminate.

Termination of Trust Agreement. (a) This Agreement (other than Article VIIIThe Trust shall dissolve and terminate in accordance with Sections 3808(d) and (e) of the Trust shall terminate and be of no further force or effect upon the earlier of Statute (i) upon the final distribution by the Eligible Lender Owner Trustee of all moneys or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Administration Sale and Servicing Agreement and Article V, and V or (ii) at the time provided in Section 9.29.02. The bankruptcy, liquidation, dissolution, death Any money or incapacity of any Certificateholder, other than the Depositor property held as described in Section 9.2, shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor following such distribution (zand following a final distribution of proceeds from a sale under Section 9.02) otherwise affect shall be distributed to the rights, obligations and liabilities of the parties heretoDepositor. (b) Except as provided in Section 9.1(a9.01(a), neither the Depositor nor any Certificateholder the Owner shall be entitled to revoke or terminate the Trust. (c) Notice of any termination dissolution of the Trust, specifying the Distribution Payment Date upon which the Certificateholders Certificateholder shall surrender their Trust Certificates its Certificate to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Eligible Lender Owner Trustee by letter to Certificateholders the Certificateholder mailed within five Business Days of receipt of notice of such termination from the Administrator Servicer given pursuant to Section 6.1C 9.01(c) of the Administration Sale and Servicing Agreement, stating (i) the Distribution Payment Date upon or with respect to which final payment of the Trust Certificates Certificate shall be made upon presentation and surrender of the Trust Certificates Certificate at the office of the Certificate Paying Agent 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 Trust Certificates Certificate at the office of the Certificate Paying Agent therein specified. The Eligible Lender Owner Trustee shall give such notice to the Certificate Registrar (if other than the Eligible Lender Owner Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholdersthe Certificateholder. Upon presentation and surrender of the Trust CertificatesCertificate, the Certificate Paying Agent shall cause to be distributed to Certificateholders the Certificateholder amounts distributable on such Distribution Payment Date pursuant to Section 5.1. In the event that all the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Eligible Lender Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Eligible Lender Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Trustee to the Depositor. Upon final distribution of any funds remaining in the Trust, the Eligible Lender Trustee shall file a certificate of cancellation of the Trust's certificate of trust pursuant to Section 3810(c) of the Delaware Business Trust Act5.

Termination of Trust Agreement. (a) This Agreement (other than Article VIII) and the The Owner Trust shall terminate and be of no further force or effect upon the earlier of (i) the final distribution by the Eligible Lender 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 Article Vthe Statutory Trust Act. Any money or other property held as part of the Owner Trust Estate following such distribution, and (ii) after satisfaction of all liabilities of the time provided Owner Trust in accordance with Section 9.23808 of the Statutory Trust Act, shall be distributed to the Certificateholder. The bankruptcy, death, incapacity, liquidation, dissolution, death dissolution or incapacity termination of any Certificateholder, other than the Depositor as described in Section 9.2, or Certificateholder (or any other beneficiary) shall not (x) operate to revoke or terminate this Agreement or the Owner Trust, nor or (y) entitle such 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 Trust Owner Trustee Estate nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a8.1(a) or 8.1(c), neither the Depositor nor any 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 Depositor nor the Distribution Date upon which the Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, Certificateholder shall be given promptly by entitled to revoke or terminate the Eligible Lender Trustee by letter to Certificateholders mailed within five Business Days of receipt of notice of such termination from the Administrator given pursuant to Section 6.1C of the Administration Agreement, stating (i) the Distribution Date upon which final payment of the Owner Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein specified. The Eligible Lender Trustee shall give such notice to the Certificate Registrar (if other than the Eligible Lender Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.1. In the event that all the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Eligible Lender Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Eligible Lender Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining The Depositor and the Owner Trustee acknowledge that the Indenture Trustee, 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 acknowledge that the Indenture Trustee, as an agent of the Noteholders, maintains a legitimate interest in ensuring that the Owner Trust after exhaustion is not revoked prior to the fulfillment of the Owner Trust objectives. In no event may this Agreement be amended without the prior written consent of the Indenture Trustee if the effect of such remedies and no later amendment is the revocation or termination of this Owner Trust other than five years after the first such notice shall be distributed by the Eligible Lender Trustee to the Depositorin accordance with this Section 8.1. Upon final distribution the winding up of any funds remaining the Owner Trust in accordance with the TrustStatutory Trust Act, the Eligible Lender Owner Trustee shall 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 Trust's certificate of trust pursuant to Section 3810(cStatutory Trust Act and thereupon the Owner Trust and this Agreement (other than Article VII) of the Delaware Business Trust Actshall terminate.

Termination of Trust Agreement. (a) This Agreement (other than Article VIII) and the Trust shall terminate The Issuer will dissolve and be of no further force or effect wound up upon the earlier payment of all of the Issuer's debts and obligations, including (i) the final distribution payment of all amounts due and payable by the Eligible Lender Trustee of all moneys or other property or proceeds of the Trust Estate Issuer in accordance with the terms of the Indenture, the Administration Agreement and Article V, and (ii) the time provided in Section 9.2payment of all amounts payable by the Issuer under the Collateral Administration Agreement and (iii) the payment or discharge of all other amounts owed by the Issuer under the Transaction Documents. The bankruptcy, liquidation, dissolution, death liquidation or incapacity dissolution of any Certificateholder, other than the Depositor as described in Section 9.2, shall a Certificateholder will not (x) operate to terminate this Agreement or the TrustIssuer, nor (y) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust Issuer or the Trust Estate nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a9.01(a), neither the Depositor Trustor nor any Certificateholder shall the Certificateholders will be entitled to revoke or terminate the TrustIssuer. (c) Notice Within five (5) Business Days following payment (or provision for payment) of any termination all of the TrustIssuer's debts and obligations, specifying the Distribution Date upon which the Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of will deliver a notice to the final distribution and cancellation, shall be given promptly by the Eligible Lender Trustee by letter to Certificateholders mailed within five Business Days of receipt of notice of such termination from the Administrator given pursuant to Section 6.1C of the Administration Agreement, stating (i) the Distribution Date date upon or with respect to which final payment of the Trust Certificates shall a Certificate will be made upon presentation and surrender of the Trust Certificates such Certificate at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being will be made only upon presentation and surrender of the Trust Certificates each Certificate at the office of the Certificate Paying Agent therein specified. The Eligible Lender Trustee shall Certificate Paying Agent will give such notice to the Certificate Registrar (if other than the Eligible Lender Trustee) and the Certificate Paying Agent Agent) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Trust Certificateseach Certificate, the Certificate Paying Agent shall will cause to be distributed to Certificateholders each Certificateholder amounts distributable on such Distribution Date pursuant to Section 5.1the date specified in the above-referenced notice. In the event that all the Certificateholders shall a Certificateholder will not surrender their Trust Certificates have surrendered a Certificate for cancellation within six (6) months after the date specified in the above mentioned written above-referenced notice, the Eligible Lender Trustee shall Certificate Paying Agent will give a second written notice to the remaining Certificateholders such Certificateholder to surrender their Trust Certificates such Certificate for cancellation and receive the final distribution with respect thereto. If within one (1) year after the second notice all the Trust Certificates shall a Certificate will not have been surrendered for cancellation, the Eligible Lender Trustee Certificate Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders Certificateholder concerning surrender of their Trust Certificatesthe Certificate, and the cost thereof shall will be paid out of the funds and other assets that shall will remain subject to this Agreement. Any Subject to applicable laws with respect to escheat of funds or abandoned property, any money held by the Certificate Paying Agent in trust for the payment of any amount due with respect to any Certificate and remaining in unclaimed for two (2) years after such amount has become due and payable to the Trust after exhaustion Certificateholder of such remedies Certificate will be discharged from such trust and no later than five years after the first such notice shall be distributed paid by the Eligible Lender Trustee Certificate Paying Agent to the Depositor. Trustor, and the Certificateholder of such Certificate will thereafter, as an unsecured general creditor, look only to the Trustor for payment thereof (but only to the extent of the amounts so paid to the Trustor), and all liability of the Certificate Paying Agent with respect to such trust money will thereupon cease. (d) Upon final distribution the winding up of any funds remaining in the TrustIssuer and compliance with Section 3808(e) of the Statutory Trust Act by the Certificate Paying Agent, the Eligible Lender Trustor will provide written notice thereof to the Delaware Trustee, and will direct the Delaware Trustee shall file to, and the Delaware Trustee will, at the expense of the Trustor, cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the Trust's certificate provisions of trust pursuant to Section 3810(c3810(d) of the Delaware Business Statutory Trust Act. Upon the filing of the certificate of cancellation, the Issuer and this Agreement (other than Article VIII) will terminate and be of no further force or effect.

Termination of Trust Agreement. (a) This Trust Agreement (other than this Article VIII) and the Trust shall terminate and be of no further force or effect upon the earlier earliest of (i) the final distribution by the Eligible Lender Trustee of all moneys or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Administration Indenture and this Trust Agreement and Article V, and or (ii) the time provided purchase by the Master Servicer of all Home Equity Loans pursuant to Section 8.08 of the Servicing Agreement; provided, however, that in Section 9.2no event shall the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambxxxxxxx xx xxx Xxited States to the Court of St. James, living on the date herexx. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder, other than the Depositor as described in Section 9.2, Certificateholder shall not (x) operate to terminate this Trust Agreement or the Trust, nor Trust or (y) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or the Owner Trust Estate nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a8.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Payment Date upon which the Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Eligible Lender Trustee Certificate Paying Agent by letter to Certificateholders and the Credit Enhancer mailed within five Business Days of receipt of notice of such termination from the Administrator given pursuant to Section 6.1C of the Administration AgreementOwner Trustee, stating (i) the Distribution Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein specified. The Eligible Lender Trustee Certificate Paying Agent shall give such notice to the Certificate Registrar (if other than the Eligible Lender Trustee) Owner Trustee and the Certificate Paying Agent Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Distribution Payment Date pursuant to Section 5.15.01. No such termination is permitted if it would result in a draw on the Policy unless the Credit Enhancer consents in writing. In the event that all of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Eligible Lender Trustee Certificate Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If Subject to applicable laws with respect to escheat of funds, if within one year after following the second notice Payment Date on which final payment of the Certificates was to have been made pursuant to Section 3.10, all the Trust Certificates shall not have been surrendered for cancellation, the Eligible Lender Trustee Certificate Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Trust Agreement. Any funds remaining in the Trust Certificate Distribution Account after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Trustee Certificate Paying Agent to the Depositor. holder of the majority of the Certificate Percentage Interest of the Certificates. (d) Upon final distribution the winding up of any funds remaining in the TrustTrust and its termination, the Eligible Lender Owner Trustee shall file cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the Trust's certificate provisions of trust pursuant to Section 3810(c) of the Delaware Business Statutory Trust ActStatute.

Termination of Trust Agreement. (a) This Agreement (other than Article VIII) and the Trust shall terminate and be of no further force or effect upon the earlier of (i) the final distribution by the Eligible Lender Trustee of all moneys monies or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, the Administration Sale and Servicing Agreement and Article V, Five and (ii) the time provided in Section 9.2expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's, living on the date hereof. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder, other than the Depositor as described in Section 9.2, Owner shall not (xi) operate to terminate this Agreement or the Trust, nor (yii) entitle such CertificateholderOwner's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Trust Estate nor or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a9.01(a), neither the Depositor Depositor, the Insurer nor any Certificateholder Owner shall be entitled to revoke or terminate dissolve the Trust. (c) Notice of any termination dissolution of the Trust, specifying the Distribution Date upon which the Certificateholders Owners shall surrender their Trust Certificates Residual Interest Instruments to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Eligible Lender Trustee Trust Agent by letter to Certificateholders Owners mailed within five Business Days of receipt of notice of such termination from the Administrator Servicer given pursuant to Section 6.1C 8.01(b) of the Administration Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment distribution in respect of the Trust Certificates Residual Interest Instruments shall be made upon presentation and surrender of the Trust Certificates Residual Interest Instruments at the office of the Certificate Paying Agent in the City of New York therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates Residual Interest Instruments at the office of the Certificate Paying Agent therein specified. The Eligible Lender Trustee Trust Agent shall give such notice to the Certificate Registrar (if other than the Eligible Lender TrusteeTrust Agent) and the Certificate Paying Agent (if other than the Trust Agent) at the time such notice is given to CertificateholdersOwners. Upon After satisfaction of any liabilities of the Trust in accordance with the Statutory Trust Statute, and upon presentation and surrender of the Trust CertificatesResidual Interest Instruments, the Certificate Paying Agent shall cause to be distributed to Certificateholders Owners, on a pro rata basis, any amounts distributable on such remaining in the Residual Distribution Date pursuant to Section 5.1Account and the Trust upon the termination of this Agreement. In addition, the Trust Agent shall notify the Rating Agencies upon the final distribution in respect of the Residual Interest Instruments. (d) In the event that all of the Certificateholders Owners shall not surrender their Trust Certificates Residual Interest Instruments for cancellation within six months after the date specified in the above above-mentioned written notice, the Eligible Lender Trustee Trust Agent shall give a second written notice to the remaining Certificateholders Owners to surrender their Trust Certificates Residual Interest Instruments for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates Owners shall not have been surrendered for cancellation, the Eligible Lender Trustee Trust Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders Owners concerning surrender of their Trust CertificatesResidual Interest Instruments, 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 . (e) Upon the winding up of the Trust after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Trustee to the Depositor. Upon final distribution of any funds remaining in the Trustits termination, the Eligible Lender Owner Trustee shall 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 Trust's certificate Statutory Trust Statute. Upon the filing of trust pursuant to Section 3810(csuch certificate, the Trust and this Agreement (other than Article VIII) shall terminate and be of the Delaware Business Trust Actno further force or effect.

Termination of Trust Agreement. (a) This Agreement (other than Article VIIIIX) shall terminate and the Trust shall terminate dissolve and be of no further force or effect upon on the earlier of of: (i) the final distribution by payment or other liquidation of the Eligible Lender Trustee Mortgage Loans and the disposition of all moneys or other property or proceeds REO Properties and the remittance of all funds due hereunder with respect to such Mortgage Loans and REP Properties after the satisfaction and discharge of the Trust Estate in accordance with the terms Indenture pursuant to Section 4.01 of the Indenture, the Administration Agreement and Article V, ; and (ii) the time provided in Section 9.2expiration of 21 years from the death of the last survivor of descendants of Xxxxxx X. Xxxxxxx (the late ambassador of the United States to the Court of St. Xxxxx). The bankruptcy, liquidation, dissolution, death or incapacity of the any Certificateholder, other than Certificateholder or the Depositor as described in Section 9.2, Sponsor shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle such Certificateholder's Certificateholders’ or the Sponsor’s legal representatives or heirs to claim an accounting 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) Except as provided in Section 9.1(a)10.01(a) above, neither none of the Depositor Sponsor, the Master Servicer, the Backup Servicer, the Note Insurer nor any Certificateholder the Certificateholders 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 Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent Indenture Trustee for payment of the final distribution distributions and cancellation, shall be given promptly by the Eligible Lender Owner Trustee by letter to Certificateholders the Certificateholders, the Note Insurer, the Rating Agencies and the Indenture Trustee mailed within five (5) Business Days of receipt by the Owner Trustee from the Master Servicer of notice of such termination from termination, which notice given by the Administrator given pursuant to Section 6.1C of the Administration Agreement, stating Owner Trustee shall state (i) the Distribution Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent Indenture 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 Trust Certificates at the office of the Certificate Paying Agent Indenture Trustee therein specified. The Eligible Lender Owner Trustee shall give such notice to the Certificate Registrar (if other than the Eligible Lender Owner Trustee) and the Certificate Paying Agent Indenture Trustee at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, subject to Section 3808 of the Certificate Paying Agent shall cause to be distributed to Certificateholders Statutory Trust Statute, amounts distributable on such Distribution Payment Date pursuant to Section 5.1. the terms of the Indenture. (d) In the event that all the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Eligible Lender Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust the Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates Ownership Interest shall not have been surrendered for cancellation, the Eligible Lender Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust the Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Indenture Trustee to the Depositor. Certificateholders. (e) Upon final distribution the winding up of any funds remaining the Trust in accordance with Section 3808 of the TrustStatutory Trust Statute and its termination, the Eligible Lender Owner Trustee shall 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 Trust's certificate of trust pursuant to Section 3810(c) of the Delaware Business Statutory Trust ActStatute.

Termination of Trust Agreement. (a) This Agreement (other than Article VIIIEight) and the Trust shall terminate and be of no further force or effect upon the earlier of (i) the final distribution by the Eligible Lender Trustee of all moneys monies or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, the Administration Sale and Servicing Agreement and Article V, Five and (ii) the time provided in Section 9.2expiration of 21 years from the death of the survivor of the descendants of Josexx X. Xxxxxxx, xxe late Ambassador of the United States to the Court of St. James's, living on the date hereof. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder, other than the Depositor as described in Section 9.2, Owner shall not (xi) operate to terminate this Agreement or the Trust, nor (yii) entitle such CertificateholderOwner's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Trust Estate nor or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a9.01(a), neither the Depositor Depositor, the Insurer nor any Certificateholder 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 Certificateholders Owners shall surrender their Trust Certificates Residual Interest Instruments to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Eligible Lender Trustee Trust Agent by letter to Certificateholders Owners mailed within five Business Days of receipt of notice of such termination from the Administrator Servicer given pursuant to Section 6.1C 8.01(b) of the Administration Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment distribution in respect of the Trust Certificates Residual Interest Instruments shall be made upon presentation and surrender of the Trust Certificates Residual Interest Instruments at the office of the Certificate Paying Agent in the City of New York therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates Residual Interest Instruments at the office of the Certificate Paying Agent therein specified. The Eligible Lender Trustee Trust Agent shall give such notice to the Certificate Registrar (if other than the Eligible Lender TrusteeTrust Agent) and the Certificate Paying Agent (if other than the Trust Agent) at the time such notice is given to CertificateholdersOwners. Upon presentation and surrender of the Trust CertificatesResidual Interest Instruments, the Certificate Paying Agent shall cause to be distributed to Certificateholders Owners on a pro rata basis any amounts distributable on such Distribution Date pursuant to Section 5.1remaining in the Trust upon the termination of this Agreement. In addition, the Trust Agent shall notify the Rating Agencies upon the final distribution in respect of the Residual Interest Instruments. (d) In the event that all of the Certificateholders Owners shall not surrender their Trust Certificates Residual Interest Instruments for cancellation within six months after the date specified in the above above-mentioned written notice, the Eligible Lender Trustee Trust Agent shall give a second written notice to the remaining Certificateholders Owners to surrender their Trust Certificates Residual Interest Instruments for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates Owners shall not have been surrendered for cancellation, the Eligible Lender Trustee Trust Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders Owners concerning surrender of their Trust CertificatesResidual Interest Instruments, 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 . (e) Upon the winding up of the Trust after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Trustee to the Depositor. Upon final distribution of any funds remaining in the Trustits termination, the Eligible Lender Owner Trustee shall 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 Trust's certificate of trust pursuant to Section 3810(c) of the Delaware Business Trust ActStatute.

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIIIEight) and the Trust shall terminate and be of no further force or effect and the Issuer shall dissolve upon the earlier of (i) the final distribution by payment to the Eligible Lender Trustee Servicer, the Trustees and the Securityholders of all moneys or other property or proceeds of the Trust Estate in accordance with the terms of amounts required to be paid to them pursuant to the Indenture, the Administration Sale and Servicing Agreement and Article VFive, and (ii) the time provided Distribution Date next succeeding the month which is one year after the maturity or other liquidation of the last Receivable and the disposition of any amounts received upon liquidation of any property remaining in Section 9.2the Issuer or (iii) upon the purchase of the Receivables by the Servicer in connection with an Optional Purchase and retirement of the Securities. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder, other than the Depositor as described in Section 9.2, Certificateholder shall not (xi) operate to dissolve or terminate this Agreement or the TrustIssuer, nor (yii) entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or proceeding Proceeding in any court for a partition or winding up of all or any part of the Issuer or the Trust Property or Trust Estate nor (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a9.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke revoke, dissolve or terminate the TrustIssuer. (c) Notice of any termination of the TrustIssuer, specifying the Distribution Date upon which the Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent Owner Trustee for payment of the final distribution and cancellation, shall be given promptly by the Eligible Lender Owner Trustee by letter to Certificateholders mailed within five Business Days of receipt of notice of such termination from the Administrator given pursuant to Section 6.1C of the Administration AgreementServicer, stating (i) the Distribution Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent Owner Trustee 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, applicable and that payments are being made only upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent Owner Trustee therein specified. The Eligible Lender Owner Trustee shall give such notice to the Certificate Registrar (if other than the Eligible Lender Owner Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Certificate Paying Agent Owner Trustee shall cause to be distributed to Certificateholders Certificateholders, subject to Section 3808 of the Delaware Statutory Trust Act, amounts distributable on such Distribution Date pursuant to Section 5.1. 5.01. (d) In the event that all of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Eligible Lender Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Eligible Lender Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, Certificates and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any Subject to applicable escheat laws, any funds remaining in the Trust Issuer after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Owner Trustee to the Depositor. Seller, as Certificateholder. (e) Upon final distribution the winding up of any funds remaining the Issuer, in accordance with Section 3808 of the TrustDelaware Statutory Trust Act, the Eligible Lender Trustee Owner Trustee, at the expense of the Depositor, shall file cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the Trust's certificate provisions of trust pursuant to Section 3810(c3810(d) of the Delaware Business Statutory Trust ActAct and the Issuer and this Agreement (other than Article Eight) shall terminate and be of no further force or effect.

Termination of Trust Agreement. (a) This Trust Agreement (other than Article VIIIVII and Section 10.08) shall terminate and the Trust shall dissolve, wind up and terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect upon the earlier of (i) the final distribution by the Eligible Lender Trustee of all moneys or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Administration Indenture and this Trust Agreement and Article V, and (ii) the time distribution of all of the assets of the Owner Trust Estate, in accordance with written instructions provided to the Certificate Paying Agent by the Majority Class E Certificateholder, following the optional redemption of the Notes effected by the Majority Class E Certificateholder pursuant to Section 8.06 of the Indenture; provided in Section 9.2each case that all amounts owing to the Noteholders or the Note Insurer to the extent payable from the Owner Trust Estate or proceeds thereof have been paid in full and that all obligations under the Indenture and Insurance and Indemnity Agreement have been discharged. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder, other than the Depositor as described in Section 9.2, Certificateholder shall not (x) operate to terminate this Trust Agreement or the Trust, nor Trust or (y) entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or the Owner Trust Estate nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a8.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Payment Date upon which the Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Eligible Lender Trustee Certificate Paying Agent by letter to Certificateholders and Note Insurer mailed within five Business Days of receipt of notice of such termination the final payment on the Notes from the Administrator given pursuant to Section 6.1C of the Administration AgreementSecurities Administrator, stating (i) the Distribution Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Payment Agent therein specified. The Eligible Lender Trustee Certificate Paying Agent shall give such notice to the Certificate Registrar (if other than the Eligible Lender Trustee) Owner Trustee and the Certificate Paying Agent Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Distribution Payment Date pursuant to Section 5.15.02. In the event that all of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Eligible Lender Trustee Certificate Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If Subject to applicable laws with respect to escheat of funds, if within one year after following the second notice Payment Date on which final payment of the Certificates was to have been made pursuant to Section 3.03 of the Indenture, all the Trust Certificates shall not have been surrendered for cancellation, the Eligible Lender Trustee Certificate Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Trust Agreement. Any funds remaining in the Trust Certificate Distribution Account after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Trustee Certificate Paying Agent to the Depositor. . (d) Upon final distribution the winding up of any funds remaining in the TrustTrust and its termination, the Eligible Lender Owner Trustee shall file shall, at the direction and expense of the Seller, cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the Trust's certificate provisions of trust pursuant to Section 3810(c) of the Delaware Business Statutory Trust ActStatute.

Termination of Trust Agreement. (a) This Agreement (other than Article VIII) The Trust shall dissolve and commence winding up pursuant to the Statutory Trust Act upon the satisfaction and discharge of the Indenture pursuant to Section 4.1 of the Indenture and the Trust shall terminate and be of no further force or effect upon the earlier of (i) the final distribution by the Eligible Lender Trustee of all moneys or other property or proceeds termination of the Trust Estate in accordance with the terms of the Indenture, the Administration Agreement Sale and Article V, and (ii) the time provided in Section 9.2Servicing Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder, other than the Depositor as described in Section 9.2, Transferor shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle such Certificateholder's 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) The Transferor Interest shall be subject to an early redemption or termination at the option of the Master Servicer in the manner and subject to the provisions of the Sale and Servicing Agreement. (c) Except as provided in Section Sections 9.1(a)) and (b) above, neither none of the Depositor nor any Certificateholder Depositor, the Seller, the Administrator, or the Transferor shall be entitled to revoke or terminate the Trust. (cd) Notice of any termination of the Trust, specifying the Distribution Payment Date upon which the Certificateholders Paying Agent shall make payment of the final distribution in respect of the Transferor Interest, or, if the Transferor Interest is certificated and represented by the Certificate, specifying the Payment Date upon which the Transferor shall surrender their Trust Certificates the Certificate to the Certificate Paying Agent for payment of the final distribution distributions and cancellation, shall be given promptly by the Eligible Lender Trustee by letter Registrar to Certificateholders the Transferor, the Insurer and the Rating Agencies mailed within five Business Days of receipt by the Registrar of notice of such termination from the Administrator given pursuant to Section 6.1C of (a) or (b) above, which notice given by the Administration Agreement, stating Registrar shall state (i) the Distribution Payment Date upon or with respect to which final payment of the Trust Certificates Registrar shall be made upon presentation and surrender of the Trust Certificates Transferor Interest (if the Transferor Interest is certificated and represented by the Certificate as provided in Section 3.5) at the office of the Certificate Paying Agent 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 submission of a claim for and surrender acknowledgment of final distribution under the Trust Certificates Transferor Interest at the office of the Certificate Paying Agent therein specified. The Eligible Lender Trustee Registrar shall give such notice to the Certificate Registrar (if other than the Eligible Lender Trustee) Owner Trustee and the Certificate Paying Agent at the time such notice is given to Certificateholdersthe Transferor. Upon presentation of such submission of a claim for and surrender acknowledgment of final distribution under the Trust CertificatesTransferor Interest, the Certificate Paying Agent shall cause to be distributed to Certificateholders the Transferor amounts distributable on such Distribution Payment Date pursuant to Section 5.15.01 of the Sale and Servicing Agreement. In the event that all the Certificateholders Transferor shall not surrender their Trust Certificates have submitted claim for and acknowledgment of final distribution under the Transferor Interest for cancellation within six months after the date specified in the above mentioned written notice, the Eligible Lender Trustee Registrar shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation Transferor and receive the final distribution Insurer with respect thereto. If within one year after the such second notice all the Trust Certificates shall not have been surrendered for cancellationnotice, the Eligible Lender Trustee Registrar may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders Transferor concerning surrender of their Trust Certificatesthe final distribution, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining Upon the termination of the Trust pursuant to this Article IX and, if any part of the Transferor Interest is then evidenced by the Certificate, upon the surrender of such Certificate, the Owner Trustee shall sell, assign and convey to the holder of the Transferor Interest or its designee, without recourse, representation or warranty, all right, title and interest of the Trust in the Trust after exhaustion Estate, whether then existing or thereafter created, all moneys due or to become due and all amounts received with respect thereto and all proceeds thereof, except for amounts held by the Indenture Trustee pursuant to Section 8.01(b) of the Sale and Servicing Agreement. The Owner Trustee shall execute and deliver such remedies instruments of transfer and no later than five years after the first such notice assignment, in each case without recourse, as shall be distributed reasonably requested by the Eligible Lender Trustee holder of the Transferor Interest to the Depositor. Upon final distribution of any funds remaining vest in the Trustholder of the Transferor Interest or its designee all right, title and interest which the Trust had in the Trust Estate. (e) Upon the winding up of the Trust and the final payment on the Certificates in accordance with Section 9.01(c), the Eligible Lender Owner Trustee shall file cause the Certificate of Xxxxx to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the Trust's Statutory Trust Act. Upon the filing of such certificate of trust pursuant to Section 3810(ccancellation, this Agreement (except as otherwise provided herein) and the Trust shall terminate and be of no further force or effect. Upon the Delaware Business filing of such certificate of cancellation, this Agreement (except as otherwise provided herein) and the Trust Actshall terminate and he of no further force or effect.

Termination of Trust Agreement. (a) This Subject to Section 8.01(e), hereof, this Trust Agreement (other than Article VIIIVII) and the Trust shall terminate and be of no further force or effect upon the earlier earliest of (i) the final distribution by the Eligible Lender Trustee of all moneys or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Administration Agreement Indenture and Article Vthis Trust Agreement, and (ii) the time distribution of all of the assets of the Owner Trust Estate, in accordance with written instructions provided to the Owner Trustee by the Majority Certificateholder, following the optional redemption of the Notes by the Issuer pursuant to Section 8.07 of the Indenture. (b) Except as provided in Section 9.28.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which Certificateholders shall surrender their Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given by the Certificate Paying Agent by letter to Certificateholders and the Insurer mailed within five Business Days of receipt of notice of the final payment on the Notes from the Indenture Trustee, stating (i) the Payment Date upon or with respect to which final payment of the Certificates shall be made upon presentation and surrender of the Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the record date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate Payment Agent therein specified. The Certificate Paying Agent shall give such notice to the Owner Trustee and the Certificate Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Payment Date pursuant to Section 5.01. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Certificate Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. Subject to applicable laws with respect to escheat of funds, if within one year following the Payment Date on which final payment of the Notes was to have been made pursuant to Section 3.03 of the Indenture, all the Certificates shall not have been surrendered for cancellation, the Certificate Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Trust Agreement. Any funds remaining in the Certificate Distribution Account after exhaustion of such remedies shall be distributed by the Certificate Paying Agent to the Depositor. (d) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State of the State of Delaware in accordance with the provisions of Section 3810(c) of the Statutory Trust Statute. (e) Notwithstanding anything to the contrary herein, the Trust shall not be revoked or terminated until all amounts owing to the Noteholders and the Insurer to the extent payable from the Trust Estate or proceeds thereof have been paid in full and that all obligations under the Indenture have been discharged. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder, other than the Depositor as described in Section 9.2, Certificateholder shall not (x) operate to terminate this Trust Agreement or the Trust, nor Trust or (y) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or the Trust Estate nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Eligible Lender Trustee by letter to Certificateholders mailed within five Business Days of receipt of notice of such termination from the Administrator given pursuant to Section 6.1C of the Administration Agreement, stating (i) the Distribution Date upon which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein specified. The Eligible Lender Trustee shall give such notice to the Certificate Registrar (if other than the Eligible Lender Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.1. In the event that all the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Eligible Lender Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Eligible Lender Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Trustee to the Depositor. Upon final distribution of any funds remaining in the Trust, the Eligible Lender Trustee shall file a certificate of cancellation of the Trust's certificate of trust pursuant to Section 3810(c) of the Delaware Business Trust Act.

Termination of Trust Agreement. (a) This Agreement (other than Article VIII) and the Trust shall terminate and be of no further force or effect upon the earlier of (i) upon the final distribution by the Eligible Lender Owner Trustee of all moneys or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Administration Sale and Servicing Agreement and Article V, and V or (ii) at the time provided in Section 9.29.02. The bankruptcy, liquidation, dissolution, death or incapacity of any CertificateholderOwner, other than the Depositor as described in Section 9.29.02, shall not (x) operate to terminate this Agreement or the Trust, nor Trust or (y) entitle such CertificateholderOwner's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a9.01(a), neither the Depositor nor any Certificateholder Owner shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Eligible Lender Owner Trustee by letter to Certificateholders mailed within five Business Days of receipt of notice of such termination from the Administrator Servicer given pursuant to Section 6.1C 9.01(c) of the Administration Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment 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 Trust Certificates at the office of the Certificate Paying Agent therein specified. The Eligible Lender Owner Trustee shall give such notice to the Certificate Registrar (if other than the Eligible Lender Owner Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.15.02. In the event that all of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Eligible Lender Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Eligible Lender Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Owner Trustee to the Depositor. , subject to applicable escheat laws. (d) Upon final distribution the winding up of any funds remaining in the TrustTrust and its termination, the Eligible Lender Owner Trustee shall file cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Trust's certificate of trust pursuant to Section 3810(c) of the Delaware Business Trust ActStatute.

Termination of Trust Agreement. (a) This Agreement (other than Article VIII) shall terminate and the Trust shall terminate dissolve and be of no further force or effect wound up upon the earlier payment of all of the Trust’s debts and obligations, including (i) payment of all amounts due on the final distribution Notes and all other amounts payable by the Eligible Lender Trustee of all moneys or other property or proceeds of the Trust Estate in accordance with the terms of under the Indenture, the Administration Agreement and Article V, and (ii) the time provided in Section 9.2payment of all amounts payable by the Trust under the Credit Protection Agreement and (iii) the payment or discharge of all other amounts owed by the Trust under the Basic Documents. The bankruptcy, liquidation, dissolution, death liquidation or incapacity dissolution of any Certificateholder, other than the Depositor as described in Section 9.2, Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle such 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 Trust Estate nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a9.01(a), neither the Depositor Sponsor nor any the Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice Within five (5) Business Days following payment (or provision for payment) of any termination all of the Trust’s debts and obligations, specifying the Distribution Date upon which the Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of shall deliver a notice to the final distribution and cancellation, shall be given promptly by the Eligible Lender Trustee by letter to Certificateholders mailed within five Business Days of receipt of notice of such termination from the Administrator given pursuant to Section 6.1C of the Administration Agreement, Certificateholder stating (i) the Distribution Date date upon or with respect to which final payment of the Trust Certificates Certificate shall be made upon presentation and surrender of the Trust Certificates Certificate at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being will be made only upon presentation and surrender of the Trust Certificates Certificate at the office of the Certificate Paying Agent therein specified. The Eligible Lender Trustee Certificate Paying Agent shall give such notice to the Certificate Registrar (if other than the Eligible Lender Trustee) and the Certificate Paying Agent Agent) at the time such notice is given to Certificateholdersthe Certificateholder. Upon presentation and surrender of the Trust CertificatesCertificate, the Certificate Paying Agent shall cause to be distributed to Certificateholders the Certificateholder amounts distributable on such Distribution Date pursuant to Section 5.1the date specified in the above-referenced notice. In the event that all the Certificateholders Certificateholder shall not surrender their Trust Certificates have surrendered the Certificate for cancellation within six (6) months after the date specified in the above mentioned written above-referenced notice, the Eligible Lender Trustee Certificate Paying Agent shall give a second written notice to the remaining Certificateholders Certificateholder to surrender their Trust Certificates the Certificate for cancellation and receive the final distribution with respect thereto. If within one (1) year after the second notice all the Trust Certificates Certificate shall not have been surrendered for cancellation, the Eligible Lender Trustee Certificate Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders Certificateholder concerning surrender of their Trust Certificatesthe Certificate, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in . (d) Upon receipt of written direction from the Sponsor that the Trust after exhaustion has been wound up in accordance with Section 3808(e) of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Trustee to the Depositor. Upon final distribution of any funds remaining in the TrustDelaware Trust Statute, the Eligible Lender Owner Trustee shall file cause the Certificate of Trust to be cancelled by filing, at the expense of the Sponsor, a certificate of cancellation with the Delaware Secretary of State in accordance with the Trust's certificate provisions of trust pursuant to Section 3810(c) 3810 of the Delaware Business Trust ActStatute and, thereupon, the Trust shall terminate and this Agreement (other than Article VIII, which shall survive) shall be of no further force or effect.

Termination of Trust Agreement. (a) This Agreement (other than Article VIII) and the Trust shall terminate and be of no further force or effect upon the earlier of (i) upon the final distribution by the Eligible Lender Owner Trustee of all moneys or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Administration Sale and Servicing Agreement and Article V, and V or (ii) at the time provided in Section 9.29.02. The bankruptcy, liquidation, dissolution, death or incapacity of any CertificateholderOwner, other than the Depositor as described in Section 9.29.02, shall not (x) operate to terminate this Agreement or the Trust, nor Trust or (y) entitle such CertificateholderOwner's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a9.01(a), neither the Depositor nor any Certificateholder Owner shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Eligible Lender Owner Trustee by letter to Certificateholders mailed within five Business Days of receipt of notice of such termination from the Administrator Servicer given pursuant to Section 6.1C 9.01(c) of the Administration Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment 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 Trust Certificates at the office of the Certificate Paying Agent therein specified. The Eligible Lender Owner Trustee shall give such notice to the Certificate Registrar (if other than the Eligible Lender Owner Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.15.02. In the event that all of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Eligible Lender Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Eligible Lender Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Owner Trustee to the Depositor. . (d) Upon final distribution the winding up of any funds remaining in the TrustTrust and its termination, the Eligible Lender Owner Trustee shall file cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Trust's certificate of trust pursuant to Section 3810(c) of the Delaware Business Trust ActStatute.

Termination of Trust Agreement. (a) This Agreement (other than Article VIII) and the The Trust shall terminate and be of no further force or effect dissolve upon the earlier of (i) the final distribution by the Eligible Lender Trustee of all moneys or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, Indenture and the Administration Agreement Sale and Article V, and (ii) the time provided in Section 9.2Servicing Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder, other than the Depositor as described in Section 9.2, Owner shall not (x) operate to dissolve or terminate this Agreement or the Trust, nor Trust or (y) entitle such Certificateholder's Owner’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a9.01(a), neither the Depositor nor any Certificateholder Owner shall be entitled to revoke revoke, dissolve or terminate the Trust. (c) Notice of any termination dissolution of the Trust, specifying the Distribution Date date upon which the Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent Owner Trustee for payment of the final distribution and cancellation, cancellation shall be given promptly by the Eligible Lender Owner Trustee by letter to Certificateholders mailed within five Business Days of receipt of a termination notice of such termination from the Administrator Servicer given pursuant to Section 6.1C 8.03 of the Administration Sale and Servicing Agreement, stating (i) the Distribution Date upon which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein specified. The Eligible Lender Owner Trustee shall give such notice to the Certificate Registrar (if other than the Eligible Lender Owner Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.1. In the event that all of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Eligible Lender Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect theretocancellation. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Eligible Lender Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in . (d) Upon the winding up of the Trust after exhaustion in accordance with Section 3808 of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Trustee to the Depositor. Upon final distribution of any funds remaining in the TrustStatutory Trust Statute, the Eligible Lender Trustee Owner Trustee, at the expense of the Depositor shall file cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Trust's certificate Statutory Trust Statute and the Trust and this Agreement (other than Article VIII) shall terminate and be of trust pursuant to Section 3810(c) of the Delaware Business Trust Actno further force or effect.

Termination of Trust Agreement. (a) This Agreement (other than Article VIIIEight) and the Trust shall terminate and the Issuing Entity shall dissolve and be wound up in accordance with Section 3808 of no further force or effect the Statutory Trust Statute, upon the earlier of (i) the final distribution by the Eligible Lender Owner Trustee or the Paying Agent of all moneys funds or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Administration Indenture and this Agreement and Article V, and (ii) the time provided election by the Servicer to purchase the 20[•]-[•] Series Certificate pursuant to Section 9.03 and the payment or distribution to all securityholders [and the Swap Counterparty] of all amounts required to be paid to them under the Indenture and this Agreement. The Administrative Agent shall notify the Owner Trustee upon the occurrence of either of the events described in Section 9.2clauses (i) or (ii) above. The bankruptcy, liquidation, dissolution, or termination, death or incapacity of any Certificateholder, other than the Depositor as described in Section 9.2, Trust Certificateholder shall not (x) operate to terminate this Agreement or the TrustIssuing Entity, nor (y) entitle such Trust 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 Issuing Entity or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a9.01(a), neither the Depositor nor any other Trust Certificateholder shall be entitled to revoke or terminate the TrustIssuing Entity. (c) Notice of any termination of the Trustthis Agreement pursuant to Section 9.01(a), specifying the Distribution Payment Date upon which the Trust Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for final payment of the final distribution and cancellation, shall shall, if any Trust Certificates are then held by anyone other than the Depositor or its Affiliates, be given promptly by the Eligible Lender Owner Trustee by letter to Trust Certificateholders mailed within five Business Days of receipt of notice of such termination from the Administrator given pursuant to Section 6.1C of the Administration AgreementAdministrative Agent, stating (i) the Distribution Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein specified. The Eligible Lender Owner Trustee shall give such notice to the Certificate Registrar (if other than the Eligible Lender Owner Trustee) and the Certificate Paying Agent at the time such notice is given to Trust Certificateholders. Upon presentation and surrender of the Trust Certificates (or, in the case of any Trust Certificates held by Depositor or its Affiliates, presentation of proof of cancellation of such Trust Certificates), the Certificate Paying Agent shall cause to be distributed to Trust Certificateholders amounts distributable on such Distribution Payment Date pursuant to Section 5.1. In 5.02. (d) If one or more of the event that all the Trust Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above above-mentioned written notice, the Eligible Lender Owner Trustee shall give a second written notice to the remaining Trust Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice notice, all of the Trust Certificates shall not have been surrendered for cancellation, the Eligible Lender Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Trust Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust Issuing Entity after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Owner Trustee to the Depositor. Administrative Agent. (e) Upon final distribution the winding up of any funds remaining in the TrustIssuing Entity and its termination, the Eligible Lender Owner Trustee shall file cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with Section 3810 of the Trust's certificate of trust pursuant to Section 3810(c) of the Delaware Business Statutory Trust ActStatute.

Termination of Trust Agreement. (a) This Agreement (other than Article VIIIEight) and the Trust shall terminate and the Issuing Entity shall dissolve and be wound up in accordance with Section 3808 of no further force or effect the Statutory Trust Statute, upon the earlier of (i) the final distribution by the Eligible Lender Owner Trustee or the Paying Agent of all moneys funds or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, the Administration Indenture and this Agreement and Article V, and (ii) the time provided election by the Servicer to purchase the 2023-A Series Certificate pursuant to Section 9.03 and the payment or distribution to all securityholders of all amounts required to be paid to them under the Indenture and this Agreement. The Administrative Agent shall notify the Owner Trustee upon the occurrence of either of the events described in Section 9.2clauses (i) or (ii) above. The bankruptcy, liquidation, dissolution, or termination, death or incapacity of any Certificateholder, other than the Depositor as described in Section 9.2, Trust Certificateholder shall not (x) operate to terminate this Agreement or the TrustIssuing Entity, nor (y) entitle such Trust 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 Issuing Entity or Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a9.01(a), neither the Depositor nor any other Trust Certificateholder shall be entitled to revoke or terminate the TrustIssuing Entity. (c) Notice of any termination of the Trustthis Agreement pursuant to Section 9.01(a), specifying the Distribution Payment Date upon which the Trust Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for final payment of the final distribution and cancellation, shall shall, if any Trust Certificates are then held by anyone other than the Depositor or its Affiliates, be given promptly by the Eligible Lender Owner Trustee by letter to Trust Certificateholders mailed within five Business Days of receipt of notice of such termination from the Administrator given pursuant to Section 6.1C of the Administration AgreementAdministrative Agent, stating (i) the Distribution Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein specified. The Eligible Lender Owner Trustee shall give such notice to the Certificate Registrar (if other than the Eligible Lender Owner Trustee) and the Certificate Paying Agent at the time such notice is given to Trust Certificateholders. Upon presentation and surrender of the Trust Certificates (or, in the case of any Trust Certificates held by Depositor or its Affiliates, presentation of proof of cancellation of such Trust Certificates), the Certificate Paying Agent shall cause to be distributed to Trust Certificateholders amounts distributable on such Distribution Payment Date pursuant to Section 5.15.02. In 25 (NALT 2023-A Second Amended and Restated Trust Agreement) (d) If one or more of the event that all the Trust Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above above-mentioned written notice, the Eligible Lender Owner Trustee shall give a second written notice to the remaining Trust Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice notice, all of the Trust Certificates shall not have been surrendered for cancellation, the Eligible Lender Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Trust Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust Issuing Entity after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Owner Trustee to the Depositor. Administrative Agent. (e) Upon final distribution the winding up of any funds remaining in the TrustIssuing Entity and its termination, the Eligible Lender Owner Trustee shall file cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with Section 3810 of the Trust's certificate of trust pursuant to Section 3810(c) of the Delaware Business Statutory Trust ActStatute.

Termination of Trust Agreement. (a) This Agreement (other than Article VIII) and the Trust shall terminate and be of no further force or effect upon the earlier of (i) the final distribution by the Eligible Lender Trustee of all moneys monies or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, the Administration Sale and Servicing Agreement and Article V, Five and (ii) the time provided in Section 9.2expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James’s, living on the date hereof. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder, other than the Depositor as described in Section 9.2, Owner shall not (xi) operate to terminate this Agreement or the Trust, nor (yii) entitle such Certificateholder's Owner’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Trust Estate nor or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a9.01(a), neither the Depositor Depositor, the Insurer nor any Certificateholder Owner shall be entitled to revoke or terminate dissolve the Trust. (c) Notice of any termination dissolution of the Trust, specifying the Distribution Date upon which the Certificateholders Owners shall surrender their Trust Certificates Residual Interest Instruments to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Eligible Lender Trustee Trust Agent by letter to Certificateholders Owners mailed within five Business Days of receipt of notice of such termination from the Administrator Servicer given pursuant to Section 6.1C 8.01(b) of the Administration Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment distribution in respect of the Trust Certificates Residual Interest Instruments shall be made upon presentation and surrender of the Trust Certificates Residual Interest Instruments at the office of the Certificate Paying Agent in the City of New York therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates Residual Interest Instruments at the office of the Certificate Paying Agent therein specified. The Eligible Lender Trustee Trust Agent shall give such notice to the Certificate Registrar (if other than the Eligible Lender TrusteeTrust Agent) and the Certificate Paying Agent (if other than the Trust Agent) at the time such notice is given to CertificateholdersOwners. Upon After satisfaction of any liabilities of the Trust in accordance with the Statutory Trust Statute, and upon presentation and surrender of the Trust CertificatesResidual Interest Instruments, the Certificate Paying Agent shall provide written notice of such satisfaction of liabilities of the Trust to the Owner Trustee and cause to be distributed to Certificateholders Owners, on a pro rata basis, any amounts distributable on such remaining in the Residual Distribution Date pursuant to Section 5.1Account and the Trust upon the termination of this Agreement. In addition, the Trust Agent shall notify the Rating Agencies upon the final distribution in respect of the Residual Interest Instruments. (d) In the event that all of the Certificateholders Owners shall not surrender their Trust Certificates Residual Interest Instruments for cancellation within six months after the date specified in the above above-mentioned written notice, the Eligible Lender Trustee Trust Agent shall give a second written notice to the remaining Certificateholders Owners to surrender their Trust Certificates Residual Interest Instruments for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates Owners shall not have been surrendered for cancellation, the Eligible Lender Trustee Trust Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders Owners concerning surrender of their Trust CertificatesResidual Interest Instruments, 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 . (e) Upon the winding up of the Trust after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Trustee to the Depositor. Upon final distribution of any funds remaining in the Trustits termination, the Eligible Lender Owner Trustee shall 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 Trust's certificate Statutory Trust Statute. Upon the filing of trust pursuant to Section 3810(csuch certificate, the Trust and this Agreement (other than Article VIII) shall terminate and be of the Delaware Business Trust Actno further force or effect.

Termination of Trust Agreement. (a) This Trust Agreement (other than Article VIIIVII and Section 10.08) shall terminate and the Trust shall dissolve, wind up and terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect upon the earlier of (i) the final distribution by the Eligible Lender Trustee of all moneys or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Administration this Trust Agreement and Article V, the REMIC Class A Indenture and (ii) the time distribution of all of the assets of the Owner Trust Estate, in accordance with written instructions provided to the Securities Administrator by the Majority Certificateholder, following the optional redemption of the Notes effected by the Majority Certificateholder pursuant to Section 8.07 of the Indenture; provided in Section 9.2each case that all amounts owing to the Noteholders or holders of REMIC Class A Notes, as applicable, to the extent payable from the Owner Trust Estate or proceeds thereof have been paid in full and that all obligations under the Indenture have been discharged. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder, other than the Depositor as described in Section 9.2, Certificateholder shall not (x) operate to terminate this Trust Agreement or the Trust, nor Trust or (y) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or the Owner Trust Estate nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a8.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notwithstanding anything to the contrary herein, the Trust shall not terminate upon receipt of any notice of the occurrence of a TMP Trigger Event or a REMIC Conversion. (d) Notice of any termination of the Trust, specifying the Distribution Payment Date upon which the Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent Securities Administrator for payment of the final distribution and cancellation, shall be given promptly by the Eligible Lender Trustee Securities Administrator by letter to Certificateholders mailed within five Business Days of receipt of notice of such termination the final payment on the Notes from the Administrator given pursuant to Section 6.1C of the Administration AgreementSecurities Administrator, stating (i) the Distribution Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent Securities Administrator 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 Trust Certificates at the office of the Certificate Paying Payment Agent therein specified. The Eligible Lender Trustee Securities Administrator shall give such notice to the Certificate Registrar (if other than the Eligible Lender Trustee) Owner Trustee and the Certificate Paying Agent Securities Administrator at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Certificate Paying Agent Securities Administrator shall cause to be distributed to Certificateholders amounts distributable on such Distribution Payment Date pursuant to Section 5.15.01. In the event that all of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Eligible Lender Trustee Securities Administrator shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If Subject to applicable laws with respect to escheat of funds, if within one year after following the second notice Payment Date on which final payment of the Certificates was to have been made pursuant to Section 3.03 of the Indenture, all the Trust Certificates shall not have been surrendered for cancellation, the Eligible Lender Trustee Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Trust Agreement. Any funds remaining in the Trust Certificate Distribution Account after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Trustee Securities Administrator to the Depositor. . (e) Upon final distribution the winding up of any funds remaining in the TrustTrust and its termination, the Eligible Lender Owner Trustee shall file shall, at the direction and expense of the Seller, cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the Trust's certificate provisions of trust pursuant to Section 3810(c) of the Delaware Business Statutory Trust ActStatute.

Termination of Trust Agreement. (a) This Agreement (other than Article VIII) and the The Owner Trust shall terminate and be of no further force or effect upon the earlier of (i) the final distribution by the Eligible Lender Owner Trustee of all moneys or other property or proceeds of the Owner Trust Estate in accordance with the terms of the IndentureIndenture and the Deposit and Administration Agreement; provided, that in no event will the Administration Agreement and Article V, and (ii) Owner Trust continue more than 21 years after the time provided in Section 9.2date hereof. Any money or other property held as part of the Owner Trust Estate following such distribution shall be distributed to the Certificateholder. The bankruptcy, death, incapacity, liquidation, dissolution, death dissolution or incapacity termination of any Certificateholder, other than the Depositor as described in Section 9.2, or Certificateholder (or any other beneficiary) shall not (x) operate to revoke or terminate this Agreement or the Owner Trust, nor or (y) entitle such 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 Trust Owner Trustee Estate nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a8.1(a), neither the Depositor nor any the Certificateholder shall be entitled to revoke or terminate the Owner Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, This Agreement shall be given promptly by irrevocable. Except as provided in this Section 8.1(c), neither the Eligible Lender Trustee by letter to Certificateholders mailed within five Business Days of receipt of notice of such termination from Depositor nor the Administrator given pursuant to Section 6.1C of the Administration Agreement, stating (i) the Distribution Date upon which final payment of the Trust Certificates Certificateholder shall be made upon presentation and surrender of entitled to revoke or terminate the Owner Trust Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein specified. The Eligible Lender Trustee shall give such notice to the Certificate Registrar (if other than the Eligible Lender Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.1. In the event that all the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Eligible Lender Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Eligible Lender Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining The Depositor and the Owner Trustee acknowledge that the Indenture Trustee, 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 they were signitaries 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 acknowledge that the Indenture Trustee, as an agent of the Noteholders, maintains a legitimate interest in ensuring that the Owner Trust after exhaustion is not revoked prior to the fulfillment of the Owner Trust objectives. In no event may this Agreement be amended without the prior written consent of the Indenture Trustee if the effect of such remedies and no later amendment is the revocation or termination of this Owner Trust other than five years after the first such notice shall be distributed by the Eligible Lender Trustee to the Depositor. Upon final distribution of any funds remaining in the Trust, the Eligible Lender Trustee shall file a certificate of cancellation of the Trust's certificate of trust pursuant to accordance with this Section 3810(c) of the Delaware Business Trust Act8.1.

Termination of Trust Agreement. (a) This Agreement (other than Article VIIIThe Trust shall dissolve and terminate in accordance with Sections 3808(d) and (e) of the Trust shall terminate and be of no further force or effect upon the earlier of Statute (i) upon the final distribution by the Eligible Lender Owner Trustee of all moneys or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Administration Sale and Servicing Agreement and Article V, and V or (ii) at the time provided in Section 9.29.02. The bankruptcy, liquidation, dissolution, death Any money or incapacity of any Certificateholder, other than the Depositor property held as described in Section 9.2, shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor following such distribution (zand following a final distribution of proceeds from a sale under Section 9.02) otherwise affect shall be distributed to the rights, obligations and liabilities of the parties heretoDepositor. (b) Except as provided in Section 9.1(a9.01(a), neither the Depositor nor any Certificateholder the Owner shall be entitled to revoke or terminate the Trust. (c) Notice of any termination dissolution of the Trust, specifying the Distribution Payment Date upon which the Certificateholders Certificateholder shall surrender their Trust Certificates its Certificate to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Eligible Lender Owner Trustee by letter to Certificateholders the Certificateholder mailed within five Business Days of receipt of notice of such termination from the Administrator Servicer given pursuant to Section 6.1C 9.01(c) of the Administration Sale and Servicing Agreement, stating (i) the Distribution Payment Date upon or with respect to which final payment of the Trust Certificates Certificate shall be made upon presentation and surrender of the Trust Certificates Certificate at the office of the Certificate Paying Agent 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 Trust Certificates Certificate at the office of the Certificate Paying Agent therein specified. The Eligible Lender Owner Trustee shall give such notice to the Certificate Registrar (if other than the Eligible Lender Owner Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholdersthe Certificateholder. Upon presentation and surrender of the Trust CertificatesCertificate, the Certificate Paying Agent shall cause to be distributed to Certificateholders the Certificateholder amounts distributable on such Distribution Payment Date pursuant to Section 5.15.02. In the event that all the Certificateholders Certificateholder shall not surrender their Trust Certificates its Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Eligible Lender Owner Trustee shall give a second written notice to the remaining Certificateholders Certificateholder to surrender their Trust Certificates its Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates Certificate shall not have been surrendered for cancellation, the Eligible Lender Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders Certificateholder concerning surrender of their Trust Certificatesits Certificate, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Owner Trustee to the Depositor. . (d) Upon final distribution the winding up of any funds remaining the Trust and satisfaction of all obligations in accordance with Section 3808 of the TrustTrust Statute, the Eligible Lender Owner Trustee shall 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 Trust's certificate Trust Statute and the Trust shall terminate and this Agreement (other than Article VIII) shall be of trust pursuant to Section 3810(c) of the Delaware Business Trust Actno further force or effect.

Termination of Trust Agreement. (a) The Trust shall terminate in accordance with Section 3808 of the Statutory Trust Statute on the date (the "Trust Termination Date") on which the first of the following occurs: (i) if the Depositor so elects, the day following the Distribution Date on which all amounts required to be paid to the Securityholders pursuant to the Basic Documents have been paid (or deposited in the related Distribution Account) and (ii) the Specified Trust Termination Date. This Agreement and the obligations of the parties hereunder (other than Article VIIISection 6.9 hereof and as otherwise expressly provided herein) and the Trust shall terminate and be of no further force or effect upon (x) if the earlier of Trust Termination Date is determined pursuant to clause (i) the final distribution by the Eligible Lender Trustee of all moneys or other property or proceeds of above, on the Trust Estate in accordance with Termination Date and (y) if the terms of the Indenture, the Administration Agreement and Article V, and Trust Termination Date is determined pursuant to clause (ii) above on the time provided date following the Distribution Date on which the final payments to be made to the Securityholders pursuant to the Basic Documents have been paid (or deposited in Section 9.2. the appropriate Distribution Accounts). (b) The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder, other than the Depositor as described in Section 9.2, Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding 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) . Except as provided in Section 9.1(a7.1(a), neither the Depositor nor any the Certificateholder shall be entitled to revoke or terminate the TrustTrust or this Agreement. (c) Notice of any termination of the Trust, Trust specifying the Distribution Date upon which the Certificateholders Certificateholder shall surrender their Trust Certificates its Certificate to the Certificate Paying Agent for payment distribution of the final distribution and cancellation, shall be given promptly by the Eligible Lender Owner Trustee by letter to Certificateholders the Certificateholder mailed within five Business Days of receipt of notice of such termination from the Administrator Servicer given pursuant to Section 6.1C 9.4 of the Administration Trust Sale and Servicing Agreement, stating stating: (i) the Distribution Date upon or with respect to which the final payment distribution in respect of the Trust Certificates Certificate shall be made upon presentation and surrender of the Trust Certificates Certificate at the office of the Certificate Paying Agent therein designated, ; (ii) the amount of any such final payment distributions; 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 Trust Certificates Certificate at the office of the Certificate Paying Agent therein specified. The Eligible Lender Owner Trustee shall give such notice to the Certificate Registrar (if other than the Eligible Lender Owner Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholdersthe Certificateholder. Upon presentation and surrender of the Trust CertificatesCertificate, the Certificate Paying Agent shall cause to be distributed to Certificateholders the Certificateholder amounts distributable on such Distribution Date pursuant to Section 5.1. In the event that all the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Eligible Lender Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Eligible Lender Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Trustee to the Depositor. Upon final distribution of any funds remaining in the Trust, the Eligible Lender Trustee shall file a certificate of cancellation of the Trust's certificate of trust pursuant to Section 3810(c) of the Delaware Business Trust Act5.

Termination of Trust Agreement. (a) This Agreement (other than Article VIII) and the Trust shall terminate and be of no further force or effect upon the earlier of (i) upon the final distribution by the Eligible Lender Owner Trustee of all moneys or other property or proceeds of the Owner Trust Estate in accordance with the terms of Article V and the Indenture, the Administration Agreement and Article V, and (ii) at the time provided in Section 9.29.02 or (iii) at the time provided in Section 9.03. The bankruptcy, liquidation, dissolution, death or incapacity of any CertificateholderOwner, other than the Depositor Company as described in Section 9.29.02, shall not (x) operate to terminate this Agreement or the Trust, nor Trust or (y) entitle such CertificateholderOwner's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a9.01(a), neither none of the Depositor nor Company or any Certificateholder 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 Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Eligible Lender Owner Trustee by letter to Certificateholders and the Indenture Trustee mailed within five Business Days of receipt of notice of such termination from the Administrator Company given pursuant to Section 6.1C of the Administration Agreement9.03, stating (i) the Distribution Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment 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 Trust Certificates at the office of the Certificate Paying Agent therein specified. The Eligible Lender Owner Trustee shall give such notice to the Certificate Registrar (if other than the Eligible Lender Owner Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.15.05. In the event that all of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Eligible Lender Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Eligible Lender Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Owner Trustee to the Depositor. Company, subject to applicable laws with respect to escheat of funds. (d) Upon final distribution the winding up of any funds remaining in the TrustTrust and its termination, the Eligible Lender Owner Trustee shall file cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Trust's certificate Business Trust Statute. (e) Upon any sale of trust the assets of the Trust pursuant to Section 3810(c9.02, the Owner Trustee shall deposit the proceeds from such sale after all payments and reserves therefrom have been made (the "Insolvency Proceeds") in the Collection Account. On the Distribution Date on which the Insolvency Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Distribution Date, on the Distribution Date immediately following such deposit), the Owner Trustee shall make the following deposits (after the application on such Distribution Date of the Delaware Business Trust ActTotal Distribution Amount and funds on deposit in the Reserve Account pursuant to Sections 5.03 and 5.04) from the Insolvency Proceeds and any funds remaining on deposit in the Reserve Account (including the proceeds of any sale of investments therein as described in the following sentence): (i) to the Note Distribution Account, any portion of the Noteholders' Interest Distributable Amount not otherwise deposited into the Note Distribution Account on such Distribution Date; (ii) to the Note Distribution Account, the outstanding principal balance of the Notes (after giving effect to the reduction in the outstanding principal balance of the Notes to result from the deposits made in the Note Distribution Account on such Distribution Date and on prior Distribution Dates); (iii) to the Certificate Distribution Account, any portion of the Certificateholders' Interest Distributable Amount not otherwise deposited into the Certificate Distribution Account on such Distribution Date; and (iv) to the Certificate Distribution Account, the Certificate Balance (after giving effect to the reduction in the Certificate Balance to result from the deposits made in the Certificate Distribution Account on such Distribution Date). Any investments on deposit in the Reserve Account or Note Distribution Account which will not mature on or before such Distribution Date shall be sold by the Indenture Trustee at such time as will result in the Indenture Trustee receiving the proceeds from such sale not later than the Payment Determination Date preceding such Distribution Date. Any Insolvency Proceeds remaining after the deposits described above shall be paid to the Company. (f) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders will succeed to the rights of the Noteholders hereunder other than Section 5.04(a) and the Owner Trustee will succeed to the rights of, and assume the obligations of, the Indenture Trustee pursuant to this Agreement.

Termination of Trust Agreement. (a) This Agreement (other than Article VIIIEight) and the Trust shall terminate and the Issuing Entity shall dissolve and be wound up in accordance with Section 3808 of no further force or effect the Statutory Trust Statute, upon the earlier of (i) the final distribution by the Eligible Lender Owner Trustee or the Paying Agent of all moneys funds or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, the Administration Indenture and this Agreement and Article V, and (ii) the time provided election by the Servicer to purchase the 2023-B Series Certificate pursuant to Section 9.03 and the payment or distribution to all securityholders of all amounts required to be paid to them under the Indenture and this Agreement. The Administrative Agent shall notify the Owner Trustee upon the occurrence of either of the events described in Section 9.2clauses (i) or (ii) above. The bankruptcy, liquidation, dissolution, or termination, death or incapacity of any Certificateholder, other than the Depositor as described in Section 9.2, Trust Certificateholder shall not (x) operate to terminate this Agreement or the TrustIssuing Entity, nor (y) entitle such Trust 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 Issuing Entity or Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a9.01(a), neither the Depositor nor any other Trust Certificateholder shall be entitled to revoke or terminate the Trust.Issuing Entity. 25 (NALT 2023-B Amended and Restated Trust Agreement) (c) Notice of any termination of the Trustthis Agreement pursuant to Section 9.01(a), specifying the Distribution Payment Date upon which the Trust Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for final payment of the final distribution and cancellation, shall shall, if any Trust Certificates are then held by anyone other than the Depositor or its Affiliates, be given promptly by the Eligible Lender Owner Trustee by letter to Trust Certificateholders mailed within five Business Days of receipt of notice of such termination from the Administrator given pursuant to Section 6.1C of the Administration AgreementAdministrative Agent, stating (i) the Distribution Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein specified. The Eligible Lender Owner Trustee shall give such notice to the Certificate Registrar (if other than the Eligible Lender Owner Trustee) and the Certificate Paying Agent at the time such notice is given to Trust Certificateholders. Upon presentation and surrender of the Trust Certificates (or, in the case of any Trust Certificates held by Depositor or its Affiliates, presentation of proof of cancellation of such Trust Certificates), the Certificate Paying Agent shall cause to be distributed to Trust Certificateholders amounts distributable on such Distribution Payment Date pursuant to Section 5.1. In 5.02. (d) If one or more of the event that all the Trust Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above above-mentioned written notice, the Eligible Lender Owner Trustee shall give a second written notice to the remaining Trust Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice notice, all of the Trust Certificates shall not have been surrendered for cancellation, the Eligible Lender Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Trust Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust Issuing Entity after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Owner Trustee to the Depositor. Administrative Agent. (e) Upon final distribution the winding up of any funds remaining in the TrustIssuing Entity and its termination, the Eligible Lender Owner Trustee shall file cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with Section 3810 of the Trust's certificate of trust pursuant to Section 3810(c) of the Delaware Business Statutory Trust ActStatute.

Termination of Trust Agreement. (a) This Agreement (other than Article VIII) and the The Trust shall terminate and be dissolve in accordance with Section 3808 of no further force or effect upon the earlier of (i) Statutory Trust Act immediately prior to the final distribution by the Eligible Lender Owner Trustee of all moneys monies or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Administration Servicing Agreement (including the exercise by the Servicer of its option to purchase the Receivables pursuant to Section 8.01(a) of the Servicing Agreement)[, the Interest Rate Swaps] and Article V, and (ii) the time provided in Section 9.2. V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder, other than the Depositor as described in Section 9.2, Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or the Owner Trust Estate nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a), neither Neither the Depositor nor any Certificateholder shall be entitled to 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 Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Eligible Lender Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Administrator Servicer given pursuant to Section 6.1C 8.01(c) of the Administration Servicing Agreement, stating stating: (i) the Distribution Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein designated, ; (ii) the amount of any such final payment 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 Trust Certificates at the office of the Certificate Paying Agent therein specified. The Eligible Lender Owner Trustee shall give such notice to the Certificate Registrar (if other than the Eligible Lender Owner Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.1. In the event that 5.2. (d) If all of the Certificateholders shall not surrender their Trust Certificates for cancellation within six (6) months after the date specified in the above mentioned written noticenotice referred to in Section 7.1(c), the Eligible Lender Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one (1) year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Eligible Lender Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any Subject to applicable laws with respect to escheat of funds, any funds remaining in the Trust after exhaustion of such remedies and no later than five years after in the first such notice preceding sentence shall be deemed property of the last Certificateholders of record and distributed by the Eligible Lender Owner Trustee to the Depositor. last Certificateholders of record, and the Owner Trustee shall have no further liability to the Certificateholders with respect thereto. (e) Upon final distribution the winding up and termination of any funds remaining the Trust in accordance with Section 3808 of the TrustStatutory Trust Act and this Section 7.1 at the written direction and expense of the Certificateholders, the Eligible Lender Owner Trustee shall 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 Trust's certificate of trust pursuant to Section 3810(c) of the Delaware Business Statutory Trust Act. Thereupon, this Agreement (other than Sections 6.9, 9.8 and 9.9) and the Trust shall terminate.

Termination of Trust Agreement. (a) This Agreement (other than Article VIII) and the Trust shall terminate and the Issuer shall dissolve and be wound up in accordance with Section 3808 of no further force or effect the Statutory Trust Act, upon the earlier of (i) the maturity or other liquidation of the last Receivable (or other asset) in the Owner Trust Estate and the final distribution by the Eligible Lender Trustee 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, the Administration Agreement and Article V), and (ii) the time provided in election by the Servicer to purchase the Collateral (other than the Reserve Account) pursuant to Section 9.29.01 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 Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder, other than the Depositor as described in Section 9.2, Certificateholder shall not (x) operate to terminate this Agreement or the TrustIssuer, nor (y) entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Issuer or Owner Trust or Trust Estate Estate, nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a9.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the TrustIssuer. (c) Notice of any termination of the TrustIssuer, specifying the Distribution Date upon which the Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution distributions and cancellation, shall shall, if any Certificates are then held by anyone other than the Depositor or any of its Affiliates, be given promptly by the Eligible Lender Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Administrator Servicer given pursuant to Section 6.1C 10.03 of the Administration Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment 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 Trust Certificates at the office of the Certificate Paying Agent therein specified. The Eligible Lender Owner Trustee shall give such notice to the Certificate Registrar (if other than the Eligible Lender Owner Trustee) and the Certificate Paying Agent (if other than the Owner Trustee) at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates (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 Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.15.02. 25 (Nissan 2016-C Amended & Restated Trust Agreement) In the event that all one or more of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above above-mentioned written notice, the Eligible Lender Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Eligible Lender Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust Issuer after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Owner Trustee to the Depositor. . (d) Upon final distribution the winding up of any funds remaining in the TrustIssuer and its termination, the Eligible Lender Owner Trustee shall file cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Trust's certificate of trust pursuant to Section 3810(c) of the Delaware Business Statutory Trust Act. Thereupon, the Issuer and this Agreement (other than Article 8) shall terminate.

Termination of Trust Agreement. (a) This Agreement (other than Article VIII) and the Trust shall terminate and be of no further force or effect upon the earlier of (i) upon the final distribution distri- bution by the Eligible Lender Owner Trustee of all moneys or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Administration Sale and Servicing Agreement and Article V, and V or (ii) at the time provided in Section 9.29.02. The bankruptcy, liquidation, dissolution, death or incapacity of any CertificateholderOwner, other than the Depositor as described in Section 9.29.02, shall not (x) operate to terminate this Agreement or the Trust, nor Trust or (y) entitle such CertificateholderOwner's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a9.01(a), neither the Depositor nor any Certificateholder Owner shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Eligible Lender Owner Trustee by letter to Certificateholders mailed within five Business Days of receipt of notice of such termination from the Administrator Servicer given pursuant to Section 6.1C 9.01(c) of the Administration Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment 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 Trust Certificates at the office of the Certificate Paying Agent therein specified. The Eligible Lender Owner Trustee shall give such notice to the Certificate Registrar (if other than the Eligible Lender Owner Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.15.02. In the event that all of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Eligible Lender Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Eligible Lender Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Owner Trustee to the Depositor. . (d) Upon final distribution the winding up of any funds remaining in the TrustTrust and its termination, the Eligible Lender Owner Trustee shall file cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Trust's certificate of trust pursuant to Section 3810(c) of the Delaware Business Trust ActStatute.

Termination of Trust Agreement. (a) This Agreement (other than Article VIII) and the Trust shall terminate and the Issuer shall dissolve and be wound up in accordance with Section 3808 of no further force or effect the Statutory Trust Act, upon the earlier of (i) the maturity or other liquidation of the last Receivable (or other asset) in the Owner Trust Estate and the final distribution by the Eligible Lender Trustee 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, the Administration Agreement and Article V), and (ii) the time provided in election by the Servicer to purchase the Collateral (other than the Reserve Account) pursuant to Section 9.29.01 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 Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder, other than the Depositor as described in Section 9.2, Certificateholder shall not (x) operate to terminate this Agreement or the TrustIssuer, nor (y) entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Issuer or Owner Trust or Trust Estate Estate, nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a9.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the TrustIssuer. (c) Notice of any termination of the TrustIssuer, specifying the Distribution Date upon which the Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution distributions and cancellation, shall shall, if any Certificates are then held by anyone other than the Depositor or any of its Affiliates, be given promptly by the Eligible Lender Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Administrator Servicer given pursuant to Section 6.1C 10.03 of the Administration Sale and Servicing Agreement, stating (i) the Distribution Date 26 (NAROT 2020-B Amended & Restated Trust Agreement) upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable payment to be made on such Distribution Date is not applicable, payments being will be made only upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein specified. The Eligible Lender Owner Trustee shall give such notice to the Certificate Registrar (if other than the Eligible Lender Owner Trustee) and the Certificate Paying Agent (if other than the Owner Trustee) at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates (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 Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.15.02. In the event that all one or more of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above above-mentioned written notice, the Eligible Lender Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Eligible Lender Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust Issuer after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Owner Trustee to the Depositor. . (d) Upon final distribution the winding up of any funds remaining in the TrustIssuer and its termination, the Eligible Lender Owner Trustee shall file cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Trust's certificate of trust pursuant to Section 3810(c) of the Delaware Business Statutory Trust Act. Thereupon, the Issuer and this Agreement (other than Article 8) shall terminate.

Termination of Trust Agreement. (a) This Agreement (other than Article VIII) and the Trust Issuer shall terminate and be of no further force or effect upon the earlier of (i) the final distribution by the Eligible Lender Owner Trustee of all moneys or other property or proceeds of the Trust Estate Property in accordance with the terms of the Indenture, Article V of the Administration Sale and Servicing Agreement and Article V, and (ii) the time provided in Section 9.2Statutory Trust Statute. Any money or other property held as part of the Owner Trust Property following such distribution shall be distributed to the Depositor. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder, other than the Depositor as described in Section 9.2, Certificateholder shall not (xi) operate to terminate this Agreement or the TrustIssuer, nor (yii) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust Issuer or Trust Estate nor Property or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) This Agreement and the Issuer are irrevocable. Except as provided in Section 9.1(a9.01(a) and in this Section 9.01(b), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the TrustIssuer or this Agreement. (c) Notice of any termination of the TrustIssuer, specifying the Distribution Date upon which the Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Eligible Lender Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Administrator Issuer or the Indenture Trustee given pursuant to Section 6.1C 8.1 of the Administration Sale and Servicing Agreement, stating (i) the Distribution Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein specified. The Eligible Lender Owner Trustee shall give such notice to the Certificate Registrar (if other than the Eligible Lender Owner Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Distribution Payment Date pursuant to Section 5.15.02. In the event that all of the Certificateholders shall not surrender their Trust Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Eligible Lender Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Eligible Lender Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust Issuer after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Owner Trustee to the Depositor. , subject to applicable escheat laws. (d) Upon final distribution the winding up of any funds remaining the Issuer in accordance with the TrustStatutory Trust Statute (including, without limitation, the Eligible Lender reasonable provision for payment of all obligations of the Issuer in accordance with Section 3808(e) of the Statutory Trust Statute), the Owner Trustee shall 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 Trust's certificate of trust pursuant to Section 3810(cStatutory Trust Statute and thereupon the Owner Trust and this Agreement (other than Article VIII) of the Delaware Business Trust Actshall terminate.

Termination of Trust Agreement. (a) This Agreement (other than Article VIIIEight) and the Trust shall terminate and be of no further force or effect upon the earlier of (i) the final distribution by the Eligible Lender Owner Trustee of all moneys or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, the Administration Sale and Servicing Agreement and Article V, Five and (ii) the time provided in Section 9.2expiration of 21 years from the death of the survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's, living on the date hereof. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder, other than the Depositor as described in Section 9.2Holder, shall not (xi) operate to terminate this Agreement or the Trust, nor (yii) entitle such CertificateholderHolder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Trust Estate nor or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(aSECTION 9.01(a), neither the Depositor nor any Certificateholder Holder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Eligible Lender Owner Trustee by letter to Certificateholders mailed within five Business Days of receipt of notice of such termination from the Administrator Servicer given pursuant to Section 6.1C SECTION 10.01 of the Administration Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Owner Trustee or the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Certificate Owner Trustee or the Paying Agent therein specified. The Eligible Lender Owner Trustee shall give such notice to the Certificate Registrar (if other than the Eligible Lender Owner Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Certificate Owner Trustee or the Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.1. SECTION 5.02. (d) In the event that all of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Eligible Lender Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Eligible Lender Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Owner Trustee to the Depositor. . (e) Upon final distribution the winding up of any funds remaining in the TrustTrust and its termination, the Eligible Lender Owner Trustee shall 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 Trust's certificate of trust pursuant to Section 3810(c) of the Delaware Business Trust Act.Statute. ARTICLE TEN SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

Termination of Trust Agreement. (a) This Agreement has been entered into in part to induce the Indenture Trustee and the Certificateholders from time to time to participate in the transactions contemplated hereby, and each of the Owner Trustee, the holder of the GP Interest and the Seller agree that the Indenture Trustee (so long as the Indenture shall not have been terminated in accordance with its terms) and the Certificateholders from time to time are third party beneficiaries hereof, and shall be entitled to enforce the terms of this Agreement to the same extent as if they were signatories hereto, subject, however, to Article IV hereof and to the applicable provisions of the Indenture. So long as the Indenture shall not have been terminated in accordance with its terms, this Agreement and the Trust created hereby are irrevocable by the Owner Trustee and the Seller, unless the Indenture Trustee and the Certificateholders consent in writing to such termination. This Agreement (other than Article VIIISection 6.9) and the Trust shall terminate and be of no further force or effect upon on the earlier of of: (i) the final distribution by the Eligible Lender Owner Trustee of all moneys monies or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Administration Sale and Servicing Agreement (including the exercise by the Servicer of its option to purchase the Contracts pursuant to Section 11.01 of the Sale and Servicing Agreement or resulting from the mandatory sale of all Contracts pursuant to Section 11.02 of the Sale and Servicing Agreement) and Article V, and (ii) at the time provided in Section 9.27.2 or (iii) twenty-one years less one day after the death of the last survivor of all of the decedents of the grandparents of Xxxxx X. Xxxxxxxxxxx living on the date of the earliest execution of this Agreement by any party hereto, but if this Agreement and the Trust created hereby shall be or become authorized under applicable law to be valid for a period commencing on the twenty-first anniversary of the death of such last survivor (or, without limiting the generality of the foregoing, if legislation shall become effective providing for the validity of this Agreement and the Trust created hereby for a period in gross exceeding the period for which this Agreement and the Trust created hereby are hereinabove stated to extend and be valid), then this Agreement and the Trust created hereby shall not terminate under this subsection (iii), but shall extend to and continue in effect, but only if such non-termination and extension shall then be valid under applicable law, until the day proceeding such date as the same shall, under applicable law, cease to be valid. Upon such termination, all monies or other property or proceeds constituting part of the Owner Trust Estate shall be distributed in accordance with the terms of the Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder, other than the Depositor holder of the GP Interest as described in Section 9.27.2, shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or the Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. The bankruptcy, liquidation or dissolution of the Owner Trustee (or any other beneficiary herewith) will not terminate this Agreement or the Trust, nor entitle such person's legal representatives or heirs, as appropriate, to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust or Owner Trust Estate, nor otherwise affect the rights, obligations and liabilities of the parties hereto. No creditor of any Certificateholder shall obtain legal title to or exercise legal or equitable remedies with respect to the Owner Trust Estate as a result of such Certificateholder's holding of the Certificate. No transfer, by operation of law or otherwise, of any right, title and interest of any Certificateholder in and to its undivided beneficial interest in the Owner Trust Estate shall operate to terminate this Agreement or the Trust created hereby. (b) Except as provided in Section 9.1(a7.1(a), neither the Depositor Seller 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 Date upon which the Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Eligible Lender Owner Trustee by letter to Certificateholders mailed within five Business Days of receipt of notice of such termination from the Administrator Servicer given pursuant to Section 6.1C 11.01 of the Administration Sale and Servicing Agreement, stating or within five Business Days of the Owner Trustee receiving notice of such termination from the Indenture Trustee pursuant to Section 11.02 of the Sale and Servicing Agreement, stating: (i) the Distribution Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein designated, ; (ii) the amount of any such final payment 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 Trust Certificates at the office of the Certificate Paying Agent therein specified. The Eligible Lender Owner Trustee shall give such notice to the Certificate Registrar (if other than the Eligible Lender Owner Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.1. In the event that 5.2. (d) If all of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Eligible Lender Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Eligible Lender Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any Subject to applicable laws with respect to escheat of funds, any funds remaining in the Trust after exhaustion of such remedies and no later than five years after in the first such notice preceding sentence shall be deemed property of the holder of the GP Interest and distributed by the Eligible Lender Owner Trustee to the Depositor. holder of the GP Interest. (e) Upon final distribution the winding up of any funds remaining in the TrustTrust and its termination, the Eligible Lender Owner Trustee shall 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 Trust's certificate of trust pursuant to Section 3810(c) of the Delaware Business Trust ActStatute.

Termination of Trust Agreement. (a) This Agreement (other than Article VIII) and the Trust shall terminate and be of no further force or effect effect, upon the earlier of (i) the final distribution by the Eligible Lender Owner Trustee of all moneys or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Administration Sale and Servicing Agreement and Article V; provided, and (ii) however, that in no event shall the time provided in Section 9.2Trust created by this Agreement continue beyond the expiration of 110 years from the date of this Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder, other than the Depositor as described in Section 9.2, Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(aclause (a), neither the Depositor nor 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 Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Eligible Lender Owner Trustee by letter to Certificateholders mailed within five Business Days of receipt of notice of such termination from the Administrator Servicer given pursuant to Section 6.1C 6.02 of the Administration AgreementIndenture, stating (i) the Distribution Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein specified. The Eligible Lender Owner Trustee shall give such notice to the Certificate Registrar (if other than the Eligible Lender Owner Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Distribution Payment Date pursuant to Section 5.15.2. In the event that If all of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months sixty (60) days after the date specified in the above mentioned written notice, the Eligible Lender Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year sixty (60) days after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Eligible Lender Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies and no later than five years after the first such notice shall be distributed distributed, subject to applicable escheat laws, by the Eligible Lender Owner Trustee to the Depositor. Upon final distribution of any funds remaining in the Trust, the Eligible Lender Trustee shall file a certificate of cancellation of the Trust's certificate of trust pursuant to Section 3810(c) of the Delaware Business Trust ActAdministrator.

Termination of Trust Agreement. (a) This Agreement (other than Article VIII) and the Trust shall terminate and the Issuer shall dissolve and be wound up in accordance with Section 3808 of no further force or effect the Statutory Trust Act, upon the earlier of (i) the maturity or other liquidation of the last Receivable (or other asset) in the Owner Trust Estate and the final distribution by the Eligible Lender Trustee 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, the Administration Agreement and Article V), and (ii) the time provided in election by the Servicer to purchase the Collateral (other than the Reserve Account) pursuant to Section 9.29.01 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 Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder, other than the Depositor as described in Section 9.2, Certificateholder shall not (x) operate to terminate this Agreement or the TrustIssuer, nor (y) entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Issuer or Owner Trust or Trust Estate Estate, nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a9.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the TrustIssuer. (c) Notice of any termination of the TrustIssuer, specifying the Distribution Date upon which the Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution distributions and cancellation, shall shall, if any Certificates are then held by anyone other than the Depositor or any of its Affiliates, be given promptly by the Eligible Lender Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Administrator Servicer given pursuant to Section 6.1C 10.03 of the Administration Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment 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 Trust Certificates at the office of the Certificate Paying Agent therein specified. The Eligible Lender Owner Trustee shall give such notice to the Certificate Registrar (if other than the Eligible Lender Owner Trustee) and the Certificate Paying Agent (if other than the Owner Trustee) at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates (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 Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.15.02. 25 (Nissan 2016-B Amended & Restated Trust Agreement) In the event that all one or more of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above above-mentioned written notice, the Eligible Lender Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Eligible Lender Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust Issuer after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Owner Trustee to the Depositor. . (d) Upon final distribution the winding up of any funds remaining in the TrustIssuer and its termination, the Eligible Lender Owner Trustee shall file cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Trust's certificate of trust pursuant to Section 3810(c) of the Delaware Business Statutory Trust Act. Thereupon, the Issuer and this Agreement (other than Article 8) shall terminate.

Termination of Trust Agreement. (a) This Agreement (other than Article VIII) and the Trust shall terminate and the Issuer shall dissolve and be wound up in accordance with Section 3808 of no further force or effect the Statutory Trust Act, upon the earlier of (i) the maturity or other liquidation of the last Receivable (or other asset) in the Owner Trust Estate and the final distribution by the Eligible Lender Trustee 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, the Administration Agreement and Article V), and (ii) the time provided in election by the Servicer to purchase the Collateral (other than the Reserve Account) pursuant to Section 9.29.01 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 Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder, other than the Depositor as described in Section 9.2, Certificateholder shall not (x) operate to terminate this Agreement or the TrustIssuer, nor (y) entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Issuer or Owner Trust or Trust Estate Estate, nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a9.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the TrustIssuer. (c) Notice of any termination of the TrustIssuer, specifying the Distribution Date upon which the Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution distributions and cancellation, shall shall, if any Certificates are then held by anyone other than the Depositor or any of its Affiliates, be given promptly by the Eligible Lender Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Administrator Servicer given pursuant to Section 6.1C 10.03 of the Administration Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment 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 Trust Certificates at the office of the Certificate Paying Agent therein specified. The Eligible Lender Owner Trustee shall give such notice to the Certificate Registrar (if other than the Eligible Lender Owner Trustee) and the Certificate Paying Agent (if other than the 26 (NAROT 2017-C Amended & Restated Trust Agreement) Owner Trustee) at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates (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 Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.15.02. In the event that all one or more of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above above-mentioned written notice, the Eligible Lender Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Eligible Lender Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust Issuer after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Owner Trustee to the Depositor. . (d) Upon final distribution the winding up of any funds remaining in the TrustIssuer and its termination, the Eligible Lender Owner Trustee shall file cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Trust's certificate of trust pursuant to Section 3810(c) of the Delaware Business Statutory Trust Act. Thereupon, the Issuer and this Agreement (other than Article 8) shall terminate.

Termination of Trust Agreement. (a) This Agreement (other than Article VIII) and the Trust shall terminate and the Issuer shall dissolve and be wound up in accordance with Section 3808 of no further force or effect the Statutory Trust Act, upon the earlier of (i) the maturity or other liquidation of the last Receivable (or other asset) in the Owner Trust Estate and the final distribution by the Eligible Lender Trustee 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, the Administration Agreement and Article V), and (ii) the time provided in election by the Servicer to purchase the Collateral (other than the Reserve Account) pursuant to Section 9.29.01 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 Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder, other than the Depositor as described in Section 9.2, Certificateholder shall not (x) operate to terminate this Agreement or the TrustIssuer, nor (y) entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Issuer or Owner Trust or Trust Estate Estate, nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a9.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust.Issuer. 26 (NAROT 2018-C Amended & Restated Trust Agreement) (c) Notice of any termination of the TrustIssuer, specifying the Distribution Date upon which the Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution distributions and cancellation, shall shall, if any Certificates are then held by anyone other than the Depositor or any of its Affiliates, be given promptly by the Eligible Lender Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Administrator Servicer given pursuant to Section 6.1C 10.03 of the Administration Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment 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 Trust Certificates at the office of the Certificate Paying Agent therein specified. The Eligible Lender Owner Trustee shall give such notice to the Certificate Registrar (if other than the Eligible Lender Owner Trustee) and the Certificate Paying Agent (if other than the Owner Trustee) at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates (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 Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.15.02. In the event that all one or more of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above above-mentioned written notice, the Eligible Lender Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Eligible Lender Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust Issuer after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Owner Trustee to the Depositor. . (d) Upon final distribution the winding up of any funds remaining in the TrustIssuer and its termination, the Eligible Lender Owner Trustee shall file cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Trust's certificate of trust pursuant to Section 3810(c) of the Delaware Business Statutory Trust Act. Thereupon, the Issuer and this Agreement (other than Article 8) shall terminate.

Termination of Trust Agreement. (a) This Agreement (other than Article VIII) and the Trust shall terminate and be of no further force or effect upon on the earlier of (i) the final distribution by the Eligible Lender Trustee of all moneys or other property or proceeds satisfaction and discharge of the Trust Estate in accordance with the terms Indenture pursuant to Section 4.01 of the Indenture, Indenture and the Administration termination of the Sale and Servicing Agreement and Article V, and (ii) the time provided in Section 9.2expiration of 21 years from the death of the last survivor of the descendants of Josexx X. Xxxxxxx (xxe late ambassador of the United States to the Court of St. James's) alive on the date hereof. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder, other than the Depositor as described in Section 9.2, Owner shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle such CertificateholderOwner's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) The Trust Securities shall be subject to an early redemption or termination at the option of the Company or the Master Servicer in the manner and subject to the provisions of Section 11.02 of the Sale and Servicing Agreement. (c) Except as provided in Section Sections 9.1(a)) and (b) above, neither none of the Depositor Depositor, the Company nor any Certificateholder 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 Certificateholders Securityholders shall surrender their Trust Certificates Securities to the Certificate Paying Agent for payment of the final distribution distributions and cancellation, shall be given promptly by the Eligible Lender Owner Trustee by letter to Certificateholders the Securityholders and the Rating Agencies mailed within five Business Days of receipt by the Owner Trustee of notice of such termination from the Administrator given pursuant to Section 6.1C of 9.1(a) or (b) above, which notice given by the Administration Agreement, stating Owner Trustee shall state (i) the Distribution Date upon or with respect to which final payment of the Trust Certificates Securities shall be made upon presentation and surrender of the Trust Certificates Securities at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates Securities at the office of the Certificate Paying Agent therein specified. The Eligible Lender Owner Trustee shall give such notice to the Certificate Registrar (if other than the Eligible Lender Owner Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholdersthe Securityholders. Upon presentation and surrender of the Trust CertificatesSecurities, the Certificate Paying Agent shall cause to be distributed to Certificateholders the Securityholders amounts distributable on such Distribution Date pursuant to Section 5.1Sections 5.01(c) and 5.03 of the Sale and Servicing Agreement. In the event that all of the Certificateholders Securityholders shall not surrender their Trust Certificates Securities for cancellation within six months after the date specified in the above mentioned written notice, the Eligible Lender Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Eligible Lender Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Trustee to the Depositor. Upon final distribution of any funds remaining in the Trust, the Eligible Lender Trustee shall file a certificate of cancellation of the Trust's certificate of trust pursuant to Section 3810(c) of the Delaware Business Trust Act.mentioned

Termination of Trust Agreement. (a) This Agreement (other than Article VIII) and the Trust shall terminate and the Issuer shall dissolve and be wound up in accordance with Section 3808 of no further force or effect the Statutory Trust Act, upon the earlier of (i) the maturity or other liquidation of the last Receivable (or other asset) in the Owner Trust Estate and the final distribution by the Eligible Lender Trustee 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, the Administration Agreement and Article V), and (ii) the time provided in election by the Servicer to purchase the Collateral (other than the Reserve Account) pursuant to Section 9.29.01 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 Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder, other than the Depositor as described in Section 9.2, Certificateholder shall not (x) operate to terminate this Agreement or the TrustIssuer, nor (y) entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Issuer or Owner Trust or Trust Estate Estate, nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a9.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust.Issuer. 26 (NAROT 2023-B Amended & Restated Trust Agreement) (c) Notice of any termination of the TrustIssuer, specifying the Distribution Date upon which the Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution distributions and cancellation, shall shall, if any Certificates are then held by anyone other than the Depositor or any of its Affiliates, be given promptly by the Eligible Lender Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Administrator Servicer given pursuant to Section 6.1C 10.03 of the Administration Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment 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 Trust Certificates at the office of the Certificate Paying Agent therein specified. The Eligible Lender Owner Trustee shall give such notice to the Certificate Registrar (if other than the Eligible Lender Owner Trustee) and the Certificate Paying Agent (if other than the Owner Trustee) at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates (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 Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.15.02. In the event that all one or more of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above above-mentioned written notice, the Eligible Lender Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Eligible Lender Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust Issuer after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Owner Trustee to the Depositor. . (d) Upon final distribution the winding up of any funds remaining in the TrustIssuer and its termination, the Eligible Lender Owner Trustee shall file cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Trust's certificate of trust pursuant to Section 3810(c) of the Delaware Business Statutory Trust Act. Thereupon, the Issuer and this Agreement (other than Article 8) shall terminate.

Termination of Trust Agreement. (a) This Agreement (other than Article VIII) and the Trust shall terminate and be of no further force or effect upon the earlier of (i) the final distribution by the Eligible Lender Trustee of all moneys monies or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, the Administration Sale and Servicing Agreement and Article V, Five and (ii) the time provided in Section 9.2expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's, living on the date hereof. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder, other than the Depositor as described in Section 9.2, Owner shall not (xi) operate to terminate this Agreement or the Trust, nor (yii) entitle such CertificateholderOwner's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Trust Estate nor or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a9.01(a), neither the Depositor Depositor, the Insurer nor any Certificateholder Owner shall be entitled to revoke or terminate dissolve the Trust. (c) Notice of any termination dissolution of the Trust, specifying the Distribution Date upon which the Certificateholders Owners shall surrender their Trust Certificates Residual Interest Instruments to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Eligible Lender Trustee Trust Agent by letter to Certificateholders Owners mailed within five Business Days of receipt of notice of such termination from the Administrator Servicer given pursuant to Section 6.1C 8.01(b) of the Administration Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment distribution in respect of the Trust Certificates Residual Interest Instruments shall be made upon presentation and surrender of the Trust Certificates Residual Interest Instruments at the office of the Certificate Paying Agent in the City of New York therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates Residual Interest Instruments at the office of the Certificate Paying Agent therein specified. The Eligible Lender Trustee Trust Agent shall give such notice to the Certificate Registrar (if other than the Eligible Lender TrusteeTrust Agent) and the Certificate Paying Agent (if other than the Trust Agent) at the time such notice is given to CertificateholdersOwners. Upon After satisfaction of any liabilities of the Trust in accordance with the Statutory Trust Statute, and upon presentation and surrender of the Trust CertificatesResidual Interest Instruments, the Certificate Paying Agent shall provide written notice of such satisfaction of liabilities of the Trust to the Owner Trustee and cause to be distributed to Certificateholders Owners, on a pro rata basis, any amounts distributable on such remaining in the Residual Distribution Date pursuant to Section 5.1Account and the Trust upon the termination of this Agreement. In addition, the Trust Agent shall notify the Rating Agencies upon the final distribution in respect of the Residual Interest Instruments. (d) In the event that all of the Certificateholders Owners shall not surrender their Trust Certificates Residual Interest Instruments for cancellation within six months after the date specified in the above above-mentioned written notice, the Eligible Lender Trustee Trust Agent shall give a second written notice to the remaining Certificateholders Owners to surrender their Trust Certificates Residual Interest Instruments for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates Owners shall not have been surrendered for cancellation, the Eligible Lender Trustee Trust Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders Owners concerning surrender of their Trust CertificatesResidual Interest Instruments, 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 . (e) Upon the winding up of the Trust after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Trustee to the Depositor. Upon final distribution of any funds remaining in the Trustits termination, the Eligible Lender Owner Trustee shall 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 Trust's certificate Statutory Trust Statute. Upon the filing of trust pursuant to Section 3810(csuch certificate, the Trust and this Agreement (other than Article VIII) shall terminate and be of the Delaware Business Trust Actno further force or effect.

Termination of Trust Agreement. (a) This Agreement (other than Article VIII) and the Trust shall terminate and the Issuer shall dissolve and be wound up in accordance with Section 3808 of no further force or effect the Statutory Trust Act, upon the earlier of (i) the maturity or other liquidation of the last Receivable (or other asset) in the Owner Trust Estate and the final distribution by the Eligible Lender Trustee 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, the Administration Agreement and Article V), and (ii) the time provided in election by the Servicer to purchase the Collateral (other than the Reserve Account) pursuant to Section 9.29.01 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 Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder, other than the Depositor as described in Section 9.2, Certificateholder shall not (x) operate to terminate this Agreement or the TrustIssuer, nor (y) entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Issuer or Owner Trust or Trust Estate Estate, nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a9.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the TrustIssuer. (c) Notice of any termination of the TrustIssuer, specifying the Distribution Date upon which the Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution distributions and cancellation, shall shall, if any Certificates are then held by anyone other than the Depositor or any of its Affiliates, be given promptly by the Eligible Lender Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Administrator Servicer given pursuant to Section 6.1C 10.03 of the Administration Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment 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 Trust Certificates at the office of the Certificate Paying Agent therein specified. The Eligible Lender Owner Trustee shall give such notice to the Certificate Registrar (if other than the Eligible Lender Owner Trustee) and the Certificate Paying Agent (if other than the Owner Trustee) at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates (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 Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.15.02. In the event that all one or more of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Eligible Lender Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Eligible Lender Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Trustee to the Depositor. Upon final distribution of any funds remaining in the Trust, the Eligible Lender Trustee shall file a certificate of cancellation of the Trust's certificate of trust pursuant to Section 3810(c) of the Delaware Business Trust Act.above-mentioned

Termination of Trust Agreement. (a) This Agreement (other than Article VIII) and the Trust shall terminate and the Issuer shall dissolve and be wound up in accordance with Section 3808 of no further force or effect the Statutory Trust Act, upon the earlier of (i) the maturity or other liquidation of the last Receivable (or other asset) in the Owner Trust Estate and the final distribution by the Eligible Lender Trustee 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, the Administration Agreement and Article V), and (ii) the time provided in election by the Servicer to purchase the Collateral (other than the Reserve Account) pursuant to Section 9.29.01 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 Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder, other than the Depositor as described in Section 9.2, Certificateholder shall not (x) operate to terminate this Agreement or the TrustIssuer, nor (y) entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Issuer or Owner Trust or Trust Estate Estate, nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a9.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the TrustIssuer. (c) Notice of any termination of the TrustIssuer, specifying the Distribution Date upon which the Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution distributions and cancellation, shall shall, if any Certificates are then held by anyone other than the Depositor or any of its Affiliates, be given promptly by the Eligible Lender Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Administrator Servicer given pursuant to Section 6.1C 10.03 of the Administration Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment 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 Trust Certificates at the office of the Certificate Paying Agent therein specified. The Eligible Lender Owner Trustee shall give such notice to the Certificate Registrar (if other than the Eligible Lender Owner Trustee) and the Certificate Paying Agent (if other than the Owner Trustee) at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates (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 Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.15.02. 25 (Nissan 2016-A Amended & Restated Trust Agreement) In the event that all one or more of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above above-mentioned written notice, the Eligible Lender Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Eligible Lender Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust Issuer after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Owner Trustee to the Depositor. . (d) Upon final distribution the winding up of any funds remaining in the TrustIssuer and its termination, the Eligible Lender Owner Trustee shall file cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Trust's certificate of trust pursuant to Section 3810(c) of the Delaware Business Statutory Trust Act. Thereupon, the Issuer and this Agreement (other than Article 8) shall terminate.

Termination of Trust Agreement. (a) This Agreement (other than Article VIII) and the Trust shall terminate and the Issuer shall dissolve and be wound up in accordance with Section 3808 of no further force or effect the Statutory Trust Act, upon the earlier of (i) the maturity or other liquidation of the last Receivable (or other asset) in the Owner Trust Estate and the final distribution by the Eligible Lender Trustee 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, the Administration Agreement and Article V), and (ii) the time provided in election by the Servicer to purchase the Collateral (other than the Reserve Account) pursuant to Section 9.29.01 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 Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder, other than the Depositor as described in Section 9.2, Certificateholder shall not (x) operate to terminate this Agreement or the TrustIssuer, nor (y) entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Issuer or Owner Trust or Trust Estate Estate, nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a9.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the TrustIssuer. (c) Notice of any termination of the TrustIssuer, specifying the Distribution Date upon which the Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution distributions and cancellation, shall shall, if any Certificates are then held by anyone other than the Depositor or any of its Affiliates, be given promptly by the Eligible Lender Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Administrator Servicer given pursuant to Section 6.1C 10.03 of the Administration Sale and Servicing Agreement, stating (i) the Distribution Date 26 (NAROT 2022-B Amended & Restated Trust Agreement) upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable payment to be made on such Distribution Date is not applicable, payments being will be made only upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein specified. The Eligible Lender Owner Trustee shall give such notice to the Certificate Registrar (if other than the Eligible Lender Owner Trustee) and the Certificate Paying Agent (if other than the Owner Trustee) at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates (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 Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.15.02. In the event that all one or more of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above above-mentioned written notice, the Eligible Lender Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Eligible Lender Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust Issuer after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Owner Trustee to the Depositor. . (d) Upon final distribution the winding up of any funds remaining in the TrustIssuer and its termination, the Eligible Lender Owner Trustee shall file cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Trust's certificate of trust pursuant to Section 3810(c) of the Delaware Business Statutory Trust Act. Thereupon, the Issuer and this Agreement (other than Article 8) shall terminate.

Termination of Trust Agreement. (a) This Agreement (other than Article VIII) and the Trust The Issuer shall terminate and be of no further force or effect upon the earlier of (i) dissolve as soon as reasonably practicable after the final distribution by the Eligible Lender Owner Trustee of all moneys or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Administration Sale and Servicing Agreement and Article V, and (iibut before the payment to the Certificateholders of all amounts required to be paid to them pursuant to this Agreement, which payment will be made only after the Owner Trustee has satisfied its obligations under Section 3808(e) of the time provided Statutory Trust Statute; provided, however, that in Section 9.2no event shall the Issuer created by this Agreement continue beyond the expiration of 21 years from the date of this Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder, other than any Certificate Owner or the Depositor as described in Section 9.2, Class R Certificateholder shall not (x) operate to terminate this Agreement or the TrustIssuer, nor (y) entitle such Certificateholder's ’s, such Certificate Owner’s or the Class R Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust Issuer or the Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(aclause (a), neither none of the Depositor nor Depositor, the Class R Certificateholder or any Certificateholder shall be entitled to revoke or terminate the TrustIssuer. (c) Notice of any termination of the TrustIssuer, specifying the Distribution Payment Date upon which the Certificateholders shall surrender their Trust Certificates to the Certificate Owner Trustee or the Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Eligible Lender Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Administrator Servicer given pursuant to Section 6.1C 9.1(c) of the Administration Sale and Servicing Agreement, stating (i) the Distribution Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Owner Trustee or the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Certificate Owner Trustee or the Paying Agent therein specified. The Eligible Lender Owner Trustee shall give such notice to the Certificate Registrar (if other than the Eligible Lender Owner Trustee) and the Certificate Paying Agent at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Certificate Owner Trustee or the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Distribution Payment Date pursuant to Section 5.15.2. In the event that If all of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Eligible Lender Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Eligible Lender Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Owner Trust Estate after exhaustion of such remedies and no later than five years shall be distributed, subject to applicable escheat laws, by the Owner Trustee to the Class R Certificateholder. (d) Any funds remaining in the Issuer after the first such notice funds for final distribution have been distributed or set aside for distribution shall be distributed by the Eligible Lender Owner Trustee to the Depositor. Class R Certificateholder. (e) Upon final distribution the winding up of any funds remaining the Issuer in accordance with Section 3808 of the TrustStatutory Trust Statute, the Eligible Lender Owner Trustee shall 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 Trust's certificate of trust pursuant to Section 3810(cStatutory Trust Statute and thereupon, this Agreement (other than Article VIII) of and the Delaware Business Trust ActIssuer shall terminate.

Termination of Trust Agreement. (a) This Agreement (other than Article VIII) and the Trust shall terminate and the Issuer shall dissolve and be wound up in accordance with Section 3808 of no further force or effect the Statutory Trust Act, upon the earlier of (i) the maturity or other liquidation of the last Receivable (or other asset) in the Owner Trust Estate and the final distribution by the Eligible Lender Trustee 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, the Administration Agreement and Article V), and (ii) the time provided in election by the Servicer to purchase the Collateral (other than the Reserve Account) pursuant to Section 9.29.01 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 Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder, other than the Depositor as described in Section 9.2, Certificateholder shall not (x) operate to terminate this Agreement or the TrustIssuer, nor (y) entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Issuer or Owner Trust or Trust Estate Estate, nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a9.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the TrustIssuer. (c) Notice of any termination of the TrustIssuer, specifying the Distribution Date upon which the Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution distributions and cancellation, shall shall, if any Certificates are then held by anyone other than the Depositor or any of its Affiliates, be given promptly by the Eligible Lender Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Administrator Servicer given pursuant to Section 6.1C 10.03 of the Administration Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment 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 Trust Certificates at the office of the Certificate Paying Agent therein specified. The Eligible Lender Owner Trustee shall give such notice to the Certificate Registrar (if other than the Eligible Lender Owner Trustee) and the Certificate Paying Agent (if other than the 26 (Nissan 2017-B Amended & Restated Trust Agreement) Owner Trustee) at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates (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 Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.15.02. In the event that all one or more of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above above-mentioned written notice, the Eligible Lender Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Eligible Lender Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust Issuer after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Owner Trustee to the Depositor. . (d) Upon final distribution the winding up of any funds remaining in the TrustIssuer and its termination, the Eligible Lender Owner Trustee shall file cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Trust's certificate of trust pursuant to Section 3810(c) of the Delaware Business Statutory Trust Act. Thereupon, the Issuer and this Agreement (other than Article 8) shall terminate.

Termination of Trust Agreement. (a) This Agreement (other than Article VIII) and the Trust shall terminate and the Issuer shall dissolve and be wound up in accordance with Section 3808 of no further force or effect the Statutory Trust Act, upon the earlier of (i) the maturity or other liquidation of the last Receivable (or other asset) in the Owner Trust Estate and the final distribution by the Eligible Lender Trustee 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, the Administration Agreement and Article V), and (ii) the time provided in election by the Servicer to purchase the Collateral (other than the Reserve Account) pursuant to Section 9.29.01 of the Sale and Servicing Agreement and the payment or distribution to all Securityholders [and the Swap Counterparty] of all amounts required to be paid to them under the Indenture and this Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder, other than the Depositor as described in Section 9.2, Certificateholder shall not (x) operate to terminate this Agreement or the TrustIssuer, nor (y) entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Issuer or Owner Trust or Trust Estate Estate, nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto.. 26 (NAROT 20[ ]-[ ] Amended & Restated Trust Agreement) (b) Except as provided in Section 9.1(a9.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the TrustIssuer. (c) Notice of any termination of the TrustIssuer, specifying the Distribution Date upon which the Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution distributions and cancellation, shall shall, if any Certificates are then held by anyone other than the Depositor or any of its Affiliates, be given promptly by the Eligible Lender Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Administrator Servicer given pursuant to Section 6.1C 10.03 of the Administration Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment 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 Trust Certificates at the office of the Certificate Paying Agent therein specified. The Eligible Lender Owner Trustee shall give such notice to the Certificate Registrar (if other than the Eligible Lender Owner Trustee) and the Certificate Paying Agent (if other than the Owner Trustee) at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates (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 Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.15.02. In the event that all one or more of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above above-mentioned written notice, the Eligible Lender Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Eligible Lender Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust Issuer after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Owner Trustee to the Depositor. . (d) Upon final distribution the winding up of any funds remaining in the TrustIssuer and its termination, the Eligible Lender Owner Trustee shall file cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Trust's certificate of trust pursuant to Section 3810(c) of the Delaware Business Statutory Trust Act. Thereupon, the Issuer and this Agreement (other than Article 8) shall terminate.

Termination of Trust Agreement. (a) This Trust Agreement (other than this Article VIII) and the Trust shall terminate and be of no further force or effect upon the earlier later of (x) the termination of the Term of the Policy (as defined in the Credit Enhancement Instrument) and all amounts due to the Credit Enhancer have been paid in full and (y) the earliest of (i) the final distribution by the Eligible Lender Trustee of all moneys or other property or proceeds of the Owner Trust Estate in accordance with the terms of the IndentureIndenture and this Trust Agreement, the Administration Agreement and Article V, and (ii) the time provided Payment Date in April 2016, and (iii) the purchase by the Servicer of all Home Equity Loans pursuant to Section 9.28.08(a) of the Servicing Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder, other than the Depositor as described in Section 9.2, Certificateholder shall not (x) operate to terminate this Trust Agreement or the Trust, nor Trust or (y) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or the Owner Trust Estate nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a8.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Payment Date upon which the Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Eligible Lender Trustee Certificate Paying Agent by letter to Certificateholders and the Credit Enhancer mailed within five Business Days of receipt of notice of such termination from the Administrator given pursuant to Section 6.1C of the Administration AgreementOwner Trustee, stating (i) the Distribution Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Payment Agent therein specified. The Eligible Lender Trustee Certificate Paying Agent shall give such notice to the Certificate Registrar (if other than the Eligible Lender Trustee) Owner Trustee and the Certificate Paying Agent Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Distribution Payment Date pursuant to Section 5.15.01. In the event that all of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Eligible Lender Trustee Certificate Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If Subject to applicable laws with respect to escheat of funds, if within one year after following the second notice Payment Date on which final payment of the Certificates was to have been made pursuant to Section 3.10, all the Trust Certificates shall not have been surrendered for cancellation, the Eligible Lender Trustee Certificate Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Trust Agreement. Any funds remaining in the Trust Certificate Distribution Account after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Trustee Certificate Paying Agent to the Depositor. holder of the majority of the Certificate Percentage Interest of the Certificates. (d) Upon final distribution the winding up of any funds remaining in the TrustTrust and its termination, the Eligible Lender Owner Trustee shall file cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the Trust's certificate provisions of trust pursuant to Section 3810(c) 3820 of the Delaware Business Trust ActStatute.

Termination of Trust Agreement. (a) This Agreement (other than Article VIII) shall terminate and the Trust shall dissolve and terminate pursuant to the Statutory Trust Statute and be of no further force or effect upon notice to the earlier Indenture Trustee of the earliest of (i) the final distribution by the Eligible Lender Trustee of all moneys payment or other property or proceeds liquidation of the Trust Estate last Home Equity Loan remaining in accordance with the terms of the Indenture, the Administration Agreement and Article V, and Trust; (ii) the time provided optional purchase by the Master Servicer of the Home Equity Loans as described in Section 9.28.01 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 corresponding redemption of the Notes; and (iv) the Payment Date in September 2033. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder, other than the Depositor as described in Section 9.2, Transferor shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle such CertificateholderTransferor's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding winding-up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) 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 Section Sections 9.1(a)) and (b) above, neither the Depositor nor any Certificateholder the Transferor shall be entitled to revoke or terminate the Trust. (cd) Notice If any Ownership Interest is in certificated form, notice of any termination of the Trust, specifying the Distribution Payment Date upon which the Certificateholders Transferor shall surrender their Trust Certificates Ownership Interest to the Certificate Paying Agent for payment of the final distribution distributions and cancellation, shall be given promptly by the Eligible Lender Trustee by letter Registrar to Certificateholders the Transferor and the Rating Agencies mailed within five Business Days of receipt by the Registrar of notice of such termination from the Administrator given pursuant to Section 6.1C of (a) or (b) above, which notice given by the Administration Agreement, stating Owner Trustee shall state (i) the Distribution Payment Date upon or with respect to which final payment of the Trust Certificates Registrar shall be made upon presentation and surrender of the Trust Certificates Ownership Interest at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such 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 Trust Certificates Ownership Interest at the office of the Certificate Paying Agent therein specified. The Eligible Lender Trustee Registrar shall give such notice to the Certificate Registrar (if other than the Eligible Lender Trustee) Owner Trustee and the Certificate Paying Agent at the time such notice is given to Certificateholdersthe Transferor. Upon presentation of such submission of a claim for and surrender acknowledgment of final distribution under the Trust CertificatesOwnership Interest, the Certificate Paying Agent shall cause to be distributed to Certificateholders the Transferor amounts distributable on such Distribution Payment Date pursuant to Section 5.15.01 of the Sale and Servicing Agreement. In the event that all the Certificateholders Transferor shall not surrender their Trust Certificates have submitted claim for and acknowledgment of final distribution under the Ownership Interest for cancellation within six months after the date specified in the above mentioned written notice, the Eligible Lender Trustee Registrar shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution Transferor with respect thereto. If within Within one year after the such second notice all the Trust Certificates shall not have been surrendered for cancellationnotice, the Eligible Lender Trustee Registrar may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders Transferor concerning surrender of their Trust Certificatesthe final distribution, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in . (e) Upon the winding up of the Trust after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Trustee to the Depositor. Upon final distribution of any funds remaining in the Trustits termination, the Eligible Lender Delaware Trustee and the Owner Trustee shall file cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the Trust's certificate of trust pursuant to Section 3810(c) of the Delaware Business Statutory Trust ActStatute.

Termination of Trust Agreement. (a) This Agreement (other than Article VIII) and the Trust shall terminate and be of no further force or effect upon the earlier of (i) upon the final distribution by the Eligible Lender Owner Trustee of all moneys or other property or proceeds of the Owner Trust Estate in accordance with the terms of 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 Sections 3.02, 4.07, 5.02, 5.04, 5.05 or 9.01 of the Sale and Servicing Agreement or to be released by the Indenture Trustee from the Lien of the Indenture pursuant to Sections 3.01, 5.04 or 10.02 of the Indenture), the Administration Agreement and Article V, and or (ii) at the time provided in Section 9.29.02. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder, other than the Depositor as described in Section 9.2, Owner shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle such CertificateholderOwner's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a9.01(a), neither the Depositor nor any Certificateholder 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 Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution distributions and cancellation, shall be given promptly by the Eligible Lender Owner Trustee by letter to Certificateholders mailed within five Business Days of receipt of notice of such termination from the Administrator Servicer given pursuant to Section 6.1C 9.01(c) of the Administration Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment 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 Trust Certificates at the office of the Certificate Paying Agent therein specified. The Eligible Lender Owner Trustee shall give such notice to the Certificate Registrar (if other than the Eligible Lender Owner Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.15.02. In the event that all one or more of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Eligible Lender Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Eligible Lender Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Owner Trustee to the Depositor. . (d) Upon final distribution the winding up of any funds remaining in the TrustTrust and its termination, the Eligible Lender Owner Trustee shall file cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3820 of the Trust's certificate of trust pursuant to Section 3810(c) of the Delaware Business Trust ActStatute.

Termination of Trust Agreement. (a) This Agreement (other than Article VIII) shall terminate and the Trust shall terminate dissolve and be of no further force or effect wound up upon the earlier payment of all of the Trust’s debts and obligations, including (i) payment of all amounts due on the final distribution Notes and all other amounts payable by the Eligible Lender Trustee of all moneys or other property or proceeds of the Trust Estate in accordance with the terms of under the Indenture, the Administration Agreement and Article V, and (ii) the time provided in Section 9.2payment of all amounts payable by the Trust under the Collateral Administration Agreement and (iii) the payment or discharge of all other amounts owed by the Trust under the Basic Documents. The bankruptcy, liquidation, dissolution, death liquidation or incapacity dissolution of any Certificateholder, other than the Depositor as described in Section 9.2, Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle such 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 Trust Estate nor Assets or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a9.01(a), neither the Depositor Sponsor nor any the Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice Within five (5) Business Days following payment (or provision for payment) of any termination all of the Trust’s debts and obligations, specifying the Distribution Date upon which the Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of shall deliver a notice to the final distribution and cancellation, shall be given promptly by the Eligible Lender Trustee by letter to Certificateholders mailed within five Business Days of receipt of notice of such termination from the Administrator given pursuant to Section 6.1C of the Administration Agreement, Certificateholder stating (i) the Distribution Date date upon or with respect to which final payment of the Trust Certificates Certificate shall be made upon presentation and surrender of the Trust Certificates Certificate at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being will be made only upon presentation and surrender of the Trust Certificates Certificate at the office of the Certificate Paying Agent therein specified. The Eligible Lender Trustee Certificate Paying Agent shall give such notice to the Certificate Registrar (if other than the Eligible Lender Trustee) and the Certificate Paying Agent Agent) at the time such notice is given to Certificateholdersthe Certificateholder. Upon presentation and surrender of the Trust CertificatesCertificate, the Certificate Paying Agent shall cause to be distributed to Certificateholders the Certificateholder amounts distributable on such Distribution Date pursuant to Section 5.1the date specified in the above-referenced notice. In the event that all the Certificateholders Certificateholder shall not surrender their Trust Certificates have surrendered the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Eligible Lender Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Eligible Lender Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Trustee to the Depositor. Upon final distribution of any funds remaining in the Trust, the Eligible Lender Trustee shall file a certificate of cancellation of the Trust's certificate of trust pursuant to Section 3810(c) of the Delaware Business Trust Act.six

Termination of Trust Agreement. (a) This Agreement (other than Article VIII) and the Trust shall terminate and be of no further force or effect effect, upon the earlier of (i) the final distribution by the Eligible Lender Owner Trustee of all moneys or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Administration Sale and Servicing Agreement and Article V, and (ii) ARTICLE V. Any money or other property held as part of the time provided in Section 9.2Owner Trust Estate following such distribution shall be distributed to the Seller. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder, other than the Depositor as described in Section 9.2, Owner shall not (x) operate to terminate this Agreement or the Trust, nor or (y) entitle such Certificateholderthe 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) Except as provided in Section 9.1(aSECTION 9.01(a), neither the Depositor Seller nor any Certificateholder the 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 Certificateholders Certificateholder shall surrender their Trust Certificates the Certificate to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Eligible Lender Owner Trustee by letter to Certificateholders the Certificateholder mailed within five Business Days of receipt of notice of such termination from the Administrator Servicer given pursuant to Section 6.1C SECTION 9.01(c) of the Administration Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Trust Certificates Certificate shall be made upon presentation and surrender of the Trust Certificates Certificate at the office of the Certificate Paying Agent therein designated, designated and (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 Trust Certificates at the office of the Certificate Paying Agent therein specifiedpayment. The Eligible Lender Owner Trustee shall give such notice to the Certificate Registrar (if other than the Eligible Lender Owner Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.1. In the event that all the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Eligible Lender Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Eligible Lender Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Trustee to the Depositor. Upon final distribution of any funds remaining in the Trust, the Eligible Lender Trustee shall file a certificate of cancellation of the Trust's certificate of trust pursuant to Section 3810(c) of the Delaware Business Trust Act.the

Termination of Trust Agreement. (a) This Agreement (other than Article VIII) and the Trust shall terminate and be of no further force or effect upon the earlier of (i) upon the final distribution by the Eligible Lender Owner Trustee of all moneys or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Administration Transfer and Servicing Agreement and Article V, and V or (ii) [at the time provided in Section 9.29.02]. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder, [other than the Depositor as described in Section 9.2, 9.02,] shall not (x) operate to terminate this Agreement or the Trust, nor Trust or (y) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a9.01(a), neither none of the Depositor nor or any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Monthly Payment Date upon which the Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Eligible Lender Owner Trustee by letter to Certificateholders mailed within five Business Days of receipt of notice of such termination from the Administrator Servicer given pursuant to Section 6.1C 9.01(c) of the Administration Transfer and Servicing Agreement, stating (i) the Distribution Monthly Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein designatedOwner Trustee, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Monthly Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein specifiedOwner Trustee. The Eligible Lender Owner Trustee shall give such notice to the Certificate Registrar (if other than the Eligible Lender Owner Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Certificate Paying Agent Owner Trustee shall cause to be distributed to Certificateholders amounts distributable on such Distribution Monthly Payment Date pursuant to Section 5.15.02. In the event that all of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Eligible Lender Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Eligible Lender Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any Subject to applicable escheat laws, any funds remaining in the Trust after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Owner Trustee to the Depositor. . (d) Upon final distribution the winding up of any funds remaining in the TrustTrust and its termination, the Eligible Lender Owner Trustee shall 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 Trust's certificate of trust pursuant to Section 3810(c) of the Delaware Business Trust ActStatute.

Termination of Trust Agreement. (a) This Trust Agreement (other than this Article VIII) and the Trust shall terminate and be of no further force or effect upon the earlier earliest of (i) the final distribution by the Eligible Lender Trustee of all moneys or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Administration Indenture and this Trust Agreement and Article V, and or (ii) the time provided purchase by the Master Servicer of all Home Equity Loans pursuant to Section 8.08 of the Servicing Agreement; provided, however, that in Section 9.2no event shall the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, living on the date hereof. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder, other than the Depositor as described in Section 9.2, Certificateholder shall not (x) operate to terminate this Trust Agreement or the Trust, nor Trust or (y) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or the Owner Trust Estate nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a8.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Payment Date upon which the Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Eligible Lender Trustee Certificate Paying Agent by letter to Certificateholders and the Credit Enhancer mailed within five Business Days of receipt of notice of such termination from the Administrator given pursuant to Section 6.1C of the Administration AgreementOwner Trustee, stating (i) the Distribution Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein specified. The Eligible Lender Trustee Certificate Paying Agent shall give such notice to the Certificate Registrar (if other than the Eligible Lender Trustee) Owner Trustee and the Certificate Paying Agent Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Distribution Payment Date pursuant to Section 5.15.01. No such termination is permitted if it would result in a draw on the Policy unless the Credit Enhancer consents in writing. In the event that all of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Eligible Lender Trustee Certificate Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If Subject to applicable laws with respect to escheat of funds, if within one year after following the second notice Payment Date on which final payment of the Certificates was to have been made pursuant to Section 3.10, all the Trust Certificates shall not have been surrendered for cancellation, the Eligible Lender Trustee Certificate Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Trust Agreement. Any funds remaining in the Trust Certificate Distribution Account after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Trustee Certificate Paying Agent to the Depositor. holder of the majority of the Certificate Percentage Interest of the Certificates. (d) Upon final distribution the winding up of any funds remaining in the TrustTrust and its termination, the Eligible Lender Owner Trustee shall file cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the Trust's certificate provisions of trust pursuant to Section 3810(c) of the Delaware Business Statutory Trust ActStatute.

Termination of Trust Agreement. (a) This Agreement (other than Article VIII) and the Trust Issuer shall terminate and be of no further force or effect upon the earlier of (i) the final distribution by the Eligible Lender Owner Trustee of all moneys or other property or proceeds of the Trust Estate Property in accordance with the terms of the Indenture, Article V of the Administration Sale and Servicing Agreement and Article V, and (ii) the time provided in Section 9.2Statutory Trust Statute. Any money or other property held as part of the Owner Trust Property following such distribution shall be distributed to the Depositor. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder, other than the Depositor as described in Section 9.2, Certificateholder shall not (xi) operate to terminate this Agreement or the TrustIssuer, nor (yii) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust Issuer or Trust Estate nor Property or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) This Agreement and the Issuer are irrevocable. Except as provided in Section 9.1(a9.01(a) and in this Section 9.01(b), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the TrustIssuer or this Agreement. (c) Notice of any termination of the TrustIssuer, specifying the Distribution Date upon which the Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Eligible Lender Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Administrator Issuer or the Indenture Trustee given pursuant to Section 6.1C 8.1 of the Administration Sale and Servicing Agreement, stating (i) the Distribution Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the 26 Amended and Restated Trust Agreement 2007-1 Record Date otherwise applicable to such Distribution Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein specified. The Eligible Lender Owner Trustee shall give such notice to the Certificate Registrar (if other than the Eligible Lender Owner Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Distribution Payment Date pursuant to Section 5.15.02. In the event that all of the Certificateholders shall not surrender their Trust Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Eligible Lender Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Eligible Lender Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust Issuer after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Owner Trustee to the Depositor. , subject to applicable escheat laws. (d) Upon final distribution the winding up of any funds remaining the Issuer in accordance with the TrustStatutory Trust Statute (including, without limitation, the Eligible Lender reasonable provision for payment of all obligations of the Issuer in accordance with Section 3808(e) of the Statutory Trust Statute), the Owner Trustee shall 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 Trust's certificate of trust pursuant to Section 3810(cStatutory Trust Statute and thereupon the Owner Trust and this Agreement (other than Article VIII) of the Delaware Business Trust Actshall terminate.

Termination of Trust Agreement. (a) This Agreement (other than Article VIII) and the Trust shall terminate and be of no further force or effect effect, upon the earlier of (i) the final distribution by the Eligible Lender Owner Trustee of all moneys or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Administration Contribution Agreement, the Servicing Agreement and Article V; provided, and (ii) however, that in no event shall the time provided in Section 9.2Trust created by this Agreement continue beyond the expiration of 110 years from the date of this Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder, other than the Depositor as described in Section 9.2, Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(aclause (a), neither the Depositor nor 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 Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Eligible Lender Owner Trustee by letter to Certificateholders mailed within five Business Days of receipt of notice of such termination from the Administrator Servicer given pursuant to Section 6.1C 6.02 of the Administration AgreementIndenture, stating (i) the Distribution Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein specified. The Eligible Lender Owner Trustee shall give such notice to the Certificate Registrar (if other than the Eligible Lender Owner Trustee) ), the Paying Agent and the Certificate Paying Agent Note Insurer at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Distribution Payment Date pursuant to Section 5.15.2. In the event that If all of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months sixty (60) days after the date specified in the above mentioned written notice, the Eligible Lender Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year sixty (60) days after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Eligible Lender Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies and no later than five years after the first such notice shall be distributed distributed, subject to applicable escheat laws, by the Eligible Lender Owner Trustee to the Depositor. Upon final distribution of any funds remaining in the Trust, the Eligible Lender Trustee shall file a certificate of cancellation of the Trust's certificate of trust pursuant to Section 3810(c) of the Delaware Business Trust Act.

Termination of Trust Agreement. (a) This Agreement (other than Article VIIISection 6.9) and the Trust shall terminate and be of no further force or effect upon the earlier of (i) on the final distribution by the Eligible Lender Owner Trustee of all moneys monies or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Administration Pooling and Servicing Agreement (including the exercise by the Servicer of its option to purchase the Loans pursuant to Section 9.01 of the Pooling and Servicing Agreement) and Article V, and (ii) the time provided in Section 9.2. V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder, other than the Depositor as described in Section 9.2, Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or the Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) . Except as provided in Section 9.1(a7.1(a), neither the Depositor Seller nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Trust or this Agreement. Notice of any termination of the Trust, Trust specifying the Distribution Date upon which the Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Eligible Lender Trustee Paying Agent by letter to Certificateholders mailed within five Business Days of receipt of notice of such termination of the Pooling and Servicing Agreement from the Administrator Servicer given pursuant to Section 6.1C 9.02(b) of the Administration Pooling and Servicing Agreement, stating stating: (i) the Distribution Date upon or with respect to which the final payment of distribution on the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein designated, Agent; (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 Trust Certificates at the office of the Certificate Paying Agent therein specified. The Eligible Lender Trustee Paying Agent shall give such notice to the Certificate Registrar (if other than the Eligible Lender Owner Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.1. In the event that all the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Eligible Lender Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Eligible Lender Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Trustee to the Depositor. Upon final distribution of any funds remaining in the Trust, the Eligible Lender Trustee shall file a certificate of cancellation of the Trust's certificate of trust pursuant to Section 3810(c) of the Delaware Business Trust Act.Agent

Termination of Trust Agreement. (a) This Agreement (other than Article VIIIVII) and the Trust shall terminate and be of no further force or effect upon the earlier of effect, (i) upon the final distribution by the Eligible Lender Owner Trustee of all moneys or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenturethis Agreement, the Administration Agreement and [Article V, ] of the Indenture and the Sale and Servicing Agreement or (ii) at the time provided in Section 9.29.02. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder, other than the Depositor Company as described in Section 9.29.02, shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a9.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholders shall surrender their Trust Certificates to the Certificate [Paying Agent Agent] for payment of the final distribution distributions and cancellation, shall be given promptly by the Eligible Lender Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Administrator Servicer given pursuant to [Section 6.1C 9.01(c)] of the Administration Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate [Paying Agent Agent] therein designated, (ii) the amount of any such final 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 Trust Certificates at the office of the Certificate [Paying Agent Agent] therein specified. The Eligible Lender Owner Trustee shall give such notice to the Certificate Registrar (if other than the Eligible Lender Owner Trustee) [and the Certificate Paying Agent Agent] at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Certificate [Paying Agent Agent] shall cause to be distributed to Certificateholders amounts distributable on such Distribution Date pursuant to [Section 5.1___] of the Sale and Servicing Agreement. In the event that all one or more of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Eligible Lender Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one 24 year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Eligible Lender Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Owner Trustee to the Depositor. . (d) Upon final distribution the winding up of any funds remaining in the TrustTrust and its termination, the Eligible Lender Owner Trustee shall file cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3820 of the Trust's certificate of trust pursuant to Section 3810(c) of the Delaware Business Trust ActStatute.

Termination of Trust Agreement. (a) This Agreement (other than Article VIII) and The Issuer shall dissolve on the Trust shall terminate and be of no further force or effect upon Payment Date next succeeding the earlier of (i) month which is six months after the final distribution by the Eligible Lender Owner Trustee of all moneys or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Administration Sale and Servicing Agreement and Article ARTICLE V, and (ii) including the time provided payment to the Certificateholders of all amounts required to be paid to them pursuant to this Agreement; PROVIDED, HOWEVER, that in Section 9.2no event shall the Trust created by this Agreement continue beyond the expiration of 21 years from the date of this Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder, other than any Certificate Owner or the Depositor as described in Section 9.2, Class R Certificateholder shall not (x) operate to terminate this Agreement or the TrustIssuer, nor (y) entitle such Certificateholder's, such Certificate Owner's or the Class R Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust Issuer or the Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(aCLAUSE (A), neither none of the Depositor nor Depositor, the Class R Certificateholder or any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the TrustIssuer, specifying the Distribution Payment Date upon which the Certificateholders shall surrender their Trust Certificates to the Certificate Owner Trustee or the Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Eligible Lender Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Administrator Servicer given pursuant to Section 6.1C SECTION 9.1(C) of the Administration Sale and Servicing Agreement, stating (i) the Distribution Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Owner Trustee or the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Certificate Owner Trustee or the Paying Agent therein specified. The Eligible Lender Owner Trustee shall give such notice to the Certificate Registrar (if other than the Eligible Lender Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.1. In the event that all the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Eligible Lender Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Eligible Lender Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Trustee to the Depositor. Upon final distribution of any funds remaining in the Trust, the Eligible Lender Trustee shall file a certificate of cancellation of the Trust's certificate of trust pursuant to Section 3810(c) of the Delaware Business Trust Act.

Termination of Trust Agreement. (a) This Agreement (other than Article VIII) and the Trust The Issuer shall terminate and be of no further force or effect upon the earlier of (i) dissolve as soon as reasonably practicable after the final distribution by the Eligible Lender Owner Trustee of all moneys or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Administration Sale and Servicing Agreement and Article V, and (iibut before the payment to the Certificateholders of all amounts required to be paid to them pursuant to this Agreement, which payment will be made only after the Owner Trustee has satisfied its obligations under Section 3808(e) of the time provided Statutory Trust Statute; provided, however, that in Section 9.2no event shall the Issuer created by this Agreement continue beyond the expiration of 21 years from the date of this Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder, other than the Depositor as described in Section 9.2, any Certificate Owner or any Class R Certificateholder shall not (x) operate to terminate this Agreement or the TrustIssuer, nor (y) entitle such Certificateholder's ’s, such Certificate Owner’s or such Class R Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust Issuer or the Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(aclause (a), neither none of the Depositor nor Depositor, any Class R Certificateholder or any Certificateholder shall be entitled to revoke or terminate the TrustIssuer. (c) Notice of any termination of the TrustIssuer, specifying the Distribution Payment Date upon which the Certificateholders shall surrender their Trust Certificates to the Certificate Owner Trustee or the Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Eligible Lender Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Administrator Servicer given pursuant to Section 6.1C 9.1(c) of the Administration Sale and Servicing Agreement, stating (i) the Distribution Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Owner Trustee or the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Certificate Owner Trustee or the Paying Agent therein specified. The Eligible Lender Owner Trustee shall give such notice to the Certificate Registrar (if other than the Eligible Lender Owner Trustee) and the Certificate Paying Agent at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Certificate Owner Trustee or the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Distribution Payment Date pursuant to Section 5.15.2. In the event that If all of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Eligible Lender Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Eligible Lender Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Owner Trust Estate after exhaustion of such remedies and no later than five years shall be distributed, subject to applicable escheat laws, by the Owner Trustee to the Class R Certificateholders on a pro rata basis based on their respective Percentage Interests. (d) Any funds remaining in the Issuer after the first such notice funds for final distribution have been distributed or set aside for distribution shall be distributed by the Eligible Lender Owner Trustee to the Depositor. Class R Certificateholders on a pro rata basis based on their respective Percentage Interests. (e) Upon final distribution the winding up of any funds remaining the Issuer in accordance with Section 3808 of the TrustStatutory Trust Statute, the Eligible Lender Owner Trustee shall 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 Trust's certificate of trust pursuant to Section 3810(cStatutory Trust Statute and thereupon, this Agreement (other than Article VIII) of and the Delaware Business Trust ActIssuer shall terminate.

Termination of Trust Agreement. (a) This Agreement ------------------------------ (other than Article VIIIVII) and the Trust shall terminate and be of no further force or effect upon the earlier of effect, (i) upon the final distribution by the Eligible Lender Trustee Paying Agent or the Servicer, as the case may be, of all moneys or other property or proceeds of the Trust Estate in accordance with the terms Section ____ of the Indenture, the Administration Servicing Agreement and Article V, and or (ii) at the time provided in Section 9.2____. The bankruptcy, liquidation, dissolution, death or incapacity of any CertificateholderSecurityholder, other than the Depositor Sponsor as described in Section 9.2______, shall not (xi) operate to terminate this Agreement or the Trust, nor (yii) entitle such CertificateholderSecurityholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Trust Estate nor (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a), neither the Depositor Sponsor nor any Certificateholder Securityholder 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 Certificateholders Securityholders shall surrender their Trust Certificates Securities to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Eligible Lender Owner Trustee by letter to Certificateholders Securityholders mailed within five Business Days of receipt of notice of such termination of the Servicing Agreement from the Administrator Servicer given pursuant to Section 6.1C _____ of the Administration Agreement, Servicing Agreement stating (i) the Distribution Payment Date upon which final payment of the Trust Certificates Securities shall be made upon presentation and surrender of the Trust Certificates Securities at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates Securities at the office of the Certificate Paying Agent therein specified. The Eligible Lender Owner Trustee shall give such notice to the Certificate Security Registrar (if other than the Eligible Lender Owner Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.1Securityholders. In the event that all of the Certificateholders Securityholders shall not surrender their Trust Certificates Securities for cancellation within six months after the date specified in the above mentioned written notice, the Eligible Lender Owner Trustee shall give a second written notice to the remaining Certificateholders Securityholders to surrender their Trust Certificates Securities for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates Securities shall not have been surrendered for cancellation, the Eligible Lender Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders Securityholders concerning surrender of their Trust CertificatesSecurities, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Owner Trustee to the Depositor. Upon final distribution of any funds remaining in Sponsor. (d) In no event shall the Trust, the Eligible Lender Trustee shall file a certificate of cancellation of the Trust's certificate of trust Trust established pursuant to Section 3810(c) of the Delaware Business Trust Actthis Agreement remain in existence for more than __ years from ____________, 199__.

Termination of Trust Agreement. (a) This Agreement (other than Article VIIIVIII and Section 11.09) and the Trust shall terminate and be of no further force or effect effect, upon the earlier of (i) the final distribution by the Eligible Lender Owner Trustee of all moneys monies or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Administration Sale and Servicing Agreement and Article V, and (ii) V. Any money or other property held as part of the time provided in Section 9.2Owner Trust Estate following such distribution shall be distributed to the Seller. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder, other than the Depositor as described in Section 9.2, Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor or (y) entitle such 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 or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a9.01(a), neither the Depositor Seller nor any 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 Certificateholders Certificateholder shall surrender their Trust Certificates the Certificate to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Eligible Lender Owner Trustee by letter to Certificateholders the Certificateholder mailed within five Business Days of receipt of notice of such termination from the Administrator Servicer given pursuant to Section 6.1C 9.01(c) of the Administration Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Trust Certificates Certificate shall be made upon presentation and surrender of the Trust Certificates Certificate at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates Certificate at the office of the Certificate Paying Agent therein specified. The Eligible Lender Owner Trustee shall give such notice to the Certificate Registrar (if other than the Eligible Lender Owner Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholdersthe Certificateholder. Upon presentation and surrender of the Trust CertificatesCertificate, the Certificate Paying Agent shall cause to be distributed to Certificateholders the Certificateholder amounts distributable on such Distribution Date pursuant to Section 5.15.02. In the event that all the Certificateholders Certificateholder shall not surrender their Trust Certificates the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Eligible Lender Owner Trustee shall give a second written notice to the remaining Certificateholders Certificateholder to surrender their Trust Certificates the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates Certificate shall not have been surrendered for cancellation, the Eligible Lender Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders Certificateholder concerning surrender of their Trust Certificatesthe Certificate, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Owner Trustee to the Depositor. Seller. (d) Upon final distribution the winding up of any funds remaining in the TrustTrust and its termination, the Eligible Lender Owner Trustee shall 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 Trust's certificate of trust pursuant to Section 3810(c) of the Delaware Business Statutory Trust ActStatute.

Termination of Trust Agreement. (a) This Agreement (other than Article VIII) and the The Trust shall terminate and be dissolve in accordance with Section 3808 of no further force or effect upon the earlier of (i) Statutory Trust Act immediately prior to the final distribution by the Eligible Lender Owner Trustee of all moneys monies or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Administration Servicing Agreement (including the exercise by the Servicer of its option to purchase the Receivables pursuant to Section 8.01(a) of the Servicing Agreement)[, the Interest Rate Swaps] and Article V, and (ii) the time provided in Section 9.2. V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder, other than the Depositor as described in Section 9.2, Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or the Owner Trust Estate nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a), neither Neither the Depositor nor any Certificateholder shall be entitled to 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 Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Eligible Lender Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Administrator Servicer given pursuant to Section 6.1C 8.01(c) of the Administration Servicing Agreement, stating stating: (i) the Distribution Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein designated, ; (ii) the amount of any such final payment 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 Trust Certificates at the office of the Certificate Paying Agent therein specified. The Eligible Lender Owner Trustee shall give such notice to the Certificate Registrar (if other than the Eligible Lender Owner Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.1. In the event that 5.2. (d) If all of the Certificateholders shall not surrender their Trust Certificates for cancellation within six (6) months after the date specified in the above mentioned written noticenotice referred to in Section 7.1 (c), the Eligible Lender Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one (1) year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Eligible Lender Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any Subject to applicable laws with respect to escheat of funds, any funds remaining in the Trust after exhaustion of such remedies and no later than five years after in the first such notice preceding sentence shall be deemed property of the Depositor and distributed by the Eligible Lender Owner Trustee to the Depositor. , and the Owner Trustee shall have no further liability to the Certificateholders with respect thereto. (e) Upon final distribution the winding up and termination of any funds remaining the Trust in accordance with Section 3808 of the TrustStatutory Trust Act and this Section 7.1 at the written direction and expense of the Certificateholders, the Eligible Lender Owner Trustee shall 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 Trust's certificate of trust pursuant to Section 3810(c) of the Delaware Business Statutory Trust Act. Thereupon, this Agreement (other than Sections 6.9, 9.8 and 9.9) and the Trust shall terminate.

Termination of Trust Agreement. (a) This Agreement (other than Article VIII) and the Trust shall terminate and be of no further force or effect upon the earlier of (i) upon the final distribution by the Eligible Lender Owner Trustee of all moneys or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Administration Master Servicing Agreement and Article V, and V or (ii) at the time provided in Section 9.29.02. The bankruptcy, liquidation, dissolution, death or incapacity of any CertificateholderOwner, other than any one of the Depositor Companies as described in Section 9.29.02, shall not (x) operate to terminate this Agreement or the Trust, nor Trust or (y) entitle such CertificateholderOwner's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a9.01(a), neither none of the Depositor nor Depositor, the Companies or any Certificateholder 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 Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Eligible Lender Owner Trustee by letter to Certificateholders mailed within five Business Days of receipt of notice of such termination from the Administrator given pursuant to Section 6.1C of the Administration Agreement, Servicer stating (i) the Distribution Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment 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 Trust Certificates at the office of the Certificate Paying Agent therein specified. The Eligible Lender Owner Trustee shall give such notice to the Certificate Registrar (if other than the Eligible Lender Owner Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.15.02. In the event that all of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Eligible Lender Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Eligible Lender Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Eligible Lender Owner Trustee to the Depositor. Companies, with such distribution being allocated among the Companies in accordance with each Company's Applicable Percentage. (d) Upon final distribution the winding up of any funds remaining in the TrustTrust and its termination, the Eligible Lender Owner Trustee shall 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 Trust's certificate of trust pursuant to Section 3810(c) of the Delaware Business Trust ActStatute.