Common use of Termination of Trust Agreement Clause in Contracts

Termination of Trust Agreement. (a) The Trust shall dissolve and be wound up in accordance with Section 3808 of the Statutory Trust Act, upon the earliest of (i) the maturity or other liquidation of the last Receivable (or other asset) in the Trust Estate and the final distribution by the Paying Agent of all moneys or other property or proceeds of the Trust Estate held by it 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) or (ii) the payment or distribution to all Securityholders of all amounts required to be paid to them under the Sale and Servicing Agreement and the Indenture. The bankruptcy, liquidation, dissolution, death or incapacity of any 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 Estate, nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), the Certificateholder shall not be entitled to revoke or terminate the Trust. (c) Notice of any dissolution of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Paying Agent for payment of the final distributions and cancellation, shall be given by the Owner Trustee to the Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.03 of the Sale and Servicing Agreement, 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 Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that payment to be made on such Payment Date will be made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. In the event that one or more of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor (subject to applicable escheatment laws). (d) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administrator, the Owner Trustee shall, at the direction and expense of the Administrator, file a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act.

Termination of Trust Agreement. (a) The Trust This Agreement (other than the provisions of Article Eight) shall terminate and be of no further force or effect and the Issuer shall dissolve and be wound wind-up in accordance with Section 3808 of the Statutory Trust Act, upon the earliest earlier of (i) the maturity or other liquidation of payment to the last Receivable (or other asset) in Servicer, the Trust Estate Trustees and the final distribution by the Paying Agent of all moneys or other property or proceeds of the Trust Estate held by it 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) or (ii) the payment or distribution to all Securityholders of all amounts required to be paid to them under pursuant to the Indenture, the Sale and Servicing Agreement and Article Five of this Agreement, (ii) the IndenturePayment Date next succeeding the month which is one year after the maturity or other liquidation of the last Receivable and the disposition of any amounts received upon liquidation of any property remaining in the 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 shall not (xi) operate to dissolve or 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 Proceeding in any court for a partition or winding up of all or any part of the Issuer or the Trust Estate, nor Property or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither the Depositor nor any Certificateholder shall not be entitled to revoke revoke, dissolve or terminate the TrustIssuer. (c) Notice of any dissolution termination of the TrustIssuer, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Paying Agent Owner Trustee for payment of the final distributions distribution and cancellation, shall be given by the Owner Trustee to the Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.03 of the Sale and Servicing AgreementServicer, 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 Paying Agent Owner Trustee therein designated, (ii) the amount of any such final payment and (iii) that payment the Record Date otherwise applicable to be made on such Payment Date will be is not applicable and that payments are being made only upon presentation and surrender of the Certificates at the office of the Paying Agent Owner Trustee therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent Owner Trustee shall cause to be distributed to Certificateholders, subject to Section 3808 of the Certificateholders Delaware Statutory Trust Act, amounts distributable on such Payment Date pursuant to Section 5.02. 5.01. (d) In the event that one or more 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 Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, Certificates and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any Subject to applicable escheat laws, any funds remaining in the Trust Issuer after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor (subject to applicable escheatment laws)Seller, as Certificateholder. (de) Upon Following the completion of dissolution and the winding up of the TrustIssuer, including the payment or reasonable provision for payment of all claims and obligations in accordance with Section 3808 of the Delaware Statutory Trust Act by Act, the Administrator, Depositor shall instruct the Owner Trustee shallin writing, and the Owner Trustee, at the direction and expense of the AdministratorDepositor, file shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 3810(d) of the Delaware 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) The Trust shall dissolve and be wound up in accordance with Section 3808 of the Statutory Trust Act, upon the earliest of (i) the maturity or other liquidation of the last Receivable (or other asset) in the Trust Estate and the final distribution by the Paying Agent of all moneys or other property or proceeds of the Trust Estate held by it 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) or (ii) the payment or distribution to all Securityholders of all amounts required to be paid to them under the Sale and Servicing Agreement and the Indenture. The bankruptcy, liquidation, dissolution, death or incapacity of any 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 Estate, nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), the Certificateholder shall not be entitled to revoke or terminate the Trust. (c) Notice of any dissolution of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Paying Agent for payment of the final distributions and cancellation, shall be given by the Owner Trustee to the Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.03 of the Sale and Servicing Agreement, 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 Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that payment to be made on such Payment Date will be made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. In the event that one or more of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor (subject to applicable escheatment laws)Depositor. (d) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administrator, the Owner Trustee shall, at the direction and expense of the Administrator, file a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act.

Termination of Trust Agreement. (a) The This Trust Agreement (other than Article VIII) and the Trust shall dissolve terminate and be wound up in accordance with Section 3808 of the Statutory Trust Act, no further force or effect upon the earliest of (i) the maturity or other liquidation of the last Receivable (or other asset) in the Trust Estate and upon the final distribution by the Paying Agent of all moneys or other property or proceeds of the Owner Trust Estate held by it in accordance with the terms of this Agreement, the Indenture and the Sale and Servicing Agreement (includingthis Trust Agreement, 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) or (ii) the payment Payment Date in ____________, (iii) at the time provided in Section 8.02 or distribution to all Securityholders (iv) purchase by the Servicer of all amounts required Mortgage Loans pursuant to be paid to them under Section 8.08 of the Sale and Servicing Agreement and the IndentureAgreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder Certificateholder, other than the Holder of the Designated Certificate as described in Section 8.02, shall not (x) operate to terminate this Trust Agreement or the Trust, nor Trust or (y) entitle 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 Estate, nor or the Owner Trust Estate or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a8.01(a), none of the Depositor, the Holder of the Designated Certificate or any other Certificateholder shall not be entitled to revoke or terminate the Trust. (c) Notice of any dissolution termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Certificate Paying Agent for payment of the final distributions distribution and cancellation, shall be given by the Owner Trustee Certificate Paying Agent by letter to Certificateholders and the Certificateholders Credit Enhancer mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.03 of the Sale and Servicing AgreementAdministrator, 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 payment the Record Date otherwise applicable to be made on such Payment Date will be is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Certificate Payment Agent therein specified. The Owner Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Certificates, the Certificate Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.025.01. In the event that one or more 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 Owner Trustee 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. 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 Certificates shall not have been surrendered for cancellation, the Owner Trustee Certificate Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Trust Agreement. Any funds remaining in the Trust Certificate Distribution Account after exhaustion of such remedies shall be distributed by the Owner Trustee Certificate Paying Agent to the Depositor (subject to applicable escheatment laws)Holder of the Designated Certificate. (d) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims Trust and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administratorits termination, the Owner Trustee shall, at shall cause the direction and expense Certificate of the Administrator, file Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 3810(c) of the Statutory Trust ActStatute.

Termination of Trust Agreement. (a) The This Agreement (other than Article Eight) and the Trust shall dissolve terminate and be wound up in accordance with Section 3808 of the Statutory Trust Act, no further force or effect upon the earliest earlier of (i) the maturity or other liquidation of the last Receivable (or other asset) Contract and the disposition of any amounts received upon liquidation of any property remaining in the Trust Estate and the Trust, (ii) final distribution by the Paying Agent Owner Trustee of all moneys or other property or proceeds of the Trust Estate held by it 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) or (ii) the payment or distribution to all Securityholders of all amounts required to be paid to them under , the Sale and Servicing Agreement and Article Five and (iii) the Indentureexpiration 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 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 Estate, nor or Trust Estate or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither the Certificateholder Trust Depositor nor any Owner shall not be entitled to revoke or terminate the Trust. (c) Notice of any dissolution termination of the Trust, specifying the Payment Distribution Date upon which the Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distributions distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.03 10.01 of the Sale and Servicing Agreement, stating (i) the Payment Distribution Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that payment the Record Date otherwise applicable to be made on such Payment Distribution Date will be is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Certificatesa Trust Certificate, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.02. In the event that one or more of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor (subject to applicable escheatment laws)5.01. (d) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims Trust and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administratorits termination, the Owner Trustee shall, at shall cause the direction and expense Certificate of the Administrator, file Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust ActStatute.

Termination of Trust Agreement. (a) The This Trust Agreement (other than Article VIII) and the Trust shall dissolve terminate and be wound up in accordance with Section 3808 of the Statutory Trust Act, no further force or effect upon the earliest of (i) the maturity or other liquidation of the last Receivable (or other asset) in the Trust Estate and upon the final distribution by the Paying Agent of all moneys or other property or proceeds of the Owner Trust Estate held by it in accordance with the terms of this Agreement, the Indenture and the Sale and Servicing Agreement (includingthis Trust Agreement, 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) or (ii) the payment Payment Date in ____________, (iii) at the time provided in Section 8.02 or distribution to all Securityholders (iv) purchase by the Servicer of all amounts required Mortgage Loans pursuant to be paid to them under Section 8.08 of the Sale and Servicing Agreement and the IndentureAgreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder Certificateholder, other than the Holder of the Designated Certificate as described in Section 8.02, shall not (x) operate to terminate this Trust Agreement or the Trust, nor Trust or (y) entitle 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 Estate, nor or the Owner Trust Estate or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a8.01(a), none of the Depositor, the Holder of the Designated Certificate or any other Certificateholder shall not be entitled to revoke or terminate the Trust. (c) Notice of any dissolution termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Certificate Paying Agent for payment of the final distributions distribution and cancellation, shall be given by the Owner Trustee Certificate Paying Agent by letter to Certificateholders and the Certificateholders Credit Enhancer mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.03 of the Sale and Servicing AgreementAdministrator, 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 payment the Record Date otherwise applicable to be made on such Payment Date will be is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Certificate Payment Agent therein specified. The Owner Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Certificates, the Certificate Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.025.01. In the event that one or more 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 Owner Trustee 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. 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 Certificates shall not have been surrendered for cancellation, the Owner Trustee Certificate Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Trust Agreement. Any funds remaining in the Trust Certificate Distribution Account after exhaustion of such remedies shall be distributed by the Owner Trustee Certificate Paying Agent to the Depositor (subject to applicable escheatment laws)Holder of the Designated Certificate. (d) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims Trust and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administratorits termination, the Owner Trustee shall, at shall cause the direction and expense Certificate of the Administrator, file Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 3810(c) of the Statutory Business Trust ActStatute.

Termination of Trust Agreement. (a) The This Agreement (other than Article Eight) and the Trust shall dissolve terminate and be wound up in accordance with Section 3808 of the Statutory Trust Act, no further force or effect upon the earliest earlier of (i) the maturity or other liquidation of the last Receivable (or other asset) Contract and the disposition of any amounts received upon liquidation of any property remaining in the Trust Estate and the Trust, (ii) final distribution by the Paying Agent Owner Trustee of all moneys monies or other property or proceeds of the Trust Estate held by it 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) or (ii) the payment or distribution to all Securityholders of all amounts required to be paid to them under , the Sale and Servicing Agreement and Article Five and (iii) the Indentureexpiration 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 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 Estate, nor or Trust Estate or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither the Certificateholder Trust Depositor nor any Owner shall not be entitled to revoke or terminate the Trust. (c) Notice of any dissolution termination of the Trust, specifying the Payment Distribution Date upon which the Certificateholders Certificateholder shall surrender their Certificates its Trust Certificate to the Paying Agent for payment of the final distributions distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders Certificateholder mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.03 10.01 of the Sale and Servicing Agreement, stating (i) the Payment Distribution Date upon or with respect to which final payment of the Certificates Trust Certificate shall be made upon presentation and surrender of the Certificates Trust Certificate at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that payment the Record Date otherwise applicable to be made on such Payment Distribution Date will be is not applicable, payments being made only upon presentation and surrender of the Certificates Trust Certificate at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the CertificateholdersCertificateholder. Upon presentation and surrender of the Certificatesa Trust Certificate, the Paying Agent shall cause to be distributed to the Certificateholders Certificateholder amounts distributable on such Payment Distribution Date pursuant to Section 5.02. In the event that one or more of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor (subject to applicable escheatment laws)5.01. (d) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims Trust and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administratorits termination, the Owner Trustee shall, at shall cause the direction and expense Certificate of the Administrator, file Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust ActStatute.

Termination of Trust Agreement. (a) The Trust shall dissolve This Agreement (other than the provisions of Article VII) will terminate and be wound of no further force or effect and the Issuer will terminate, wind up in accordance with Section 3808 of the Statutory Trust Actand dissolve, upon the earliest earlier to occur of (i) the maturity last remaining Receivable is paid in full, settled, sold or other liquidation of the last Receivable (or other asset) in the Trust Estate charged off and the final distribution by the Paying Agent of all moneys or other property or proceeds of the Trust Estate held by it 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) amounts received are applied or (ii) the payment to the Noteholders and any other holders of securities issued under any supplemental indentures or distribution amendments to all Securityholders this Agreement, the Indenture Trustee and the Owner Trustee of all amounts required to be paid to them under the Indenture, the Sale and Servicing Agreement and Article IV. Any Insolvency Event, liquidation or dissolution with respect to the Indenture. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall Depositor will not (xA) operate to terminate this Agreement or the TrustIssuer, nor (yB) entitle such Certificateholderthe Depositor’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Issuer or the Trust Estate, nor Property or (zC) otherwise affect the rights, obligations and liabilities of the parties heretoto this Agreement. Upon dissolution of the Issuer, the Owner Trustee will wind up the activities and affairs of the Issuer as required by Section 3808 of the Delaware Statutory Trust Act. (b) Except as provided in Section 9.01(a), the Certificateholder shall The Depositor may not be entitled to revoke or terminate the TrustIssuer, unless it is the holder of 100% of the Residual Interest and in accordance with Section 8.1(a). (c) Notice of any dissolution Upon termination of the TrustIssuer, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Paying Agent for payment of the final distributions and cancellation, shall be given by the Owner Trustee to the Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.03 of the Sale and Servicing Agreement, 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 Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that payment to be made on such Payment Date remaining Trust Property will be made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. In the event that one or more holder of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above mentioned written noticeResidual Interest, and the Owner Trustee shall give a second written notice will cause the Certificate of Trust to the remaining Certificateholders to surrender their Certificates for cancellation be cancelled by preparing, executing and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor (subject to applicable escheatment laws). (d) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administrator, the Owner Trustee shall, at the direction and expense of the Administrator, file filing a certificate of cancellation with the Secretary of State of the State of Delaware in accordance with the provisions of Section 3810 3810(c) of the Delaware Statutory Trust Act or as otherwise required by the Delaware Statutory Trust Act. Upon the filing of the certificate of cancellation, the Owner Trustee’s services under this Agreement will simultaneously terminate. The Owner Trustee will deliver a file-stamped copy of the certificate of cancellation to the Administrator promptly upon the document becoming available following the filing.

Termination of Trust Agreement. (a) The This Trust Agreement (other than Article VII) and the Trust shall dissolve terminate and be wound up in accordance with Section 3808 of the Statutory Trust Act, no further force or effect upon the earliest of (i) the maturity or other liquidation of the last Receivable (or other asset) in the Trust Estate and the final distribution by the Paying Agent of all moneys or other property or proceeds of the Trust Estate held by it Collateral in accordance with the terms of this Agreement, the Indenture and the Sale and Servicing Agreement (includingthis Trust Agreement, 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) or (ii) the payment or distribution to all Securityholders of all of the assets of the Collateral, in accordance with written instructions provided to the Owner Trustee by the Majority Certificateholder, following the optional redemption of the Notes by the Issuer pursuant to Section 8.07 of the Indenture; provided in each case that all amounts required owing to be the Noteholders to the extent payable from the Collateral or proceeds thereof have been paid to them in full and that all obligations under the Sale and Servicing Agreement and the IndentureIndenture have been discharged. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (x) operate to terminate this Trust Agreement or the Trust, 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 Estate, nor or the Collateral or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a8.01(a), neither the Depositor nor any Certificateholder shall not be entitled to revoke or terminate the Trust. (c) Notice of any dissolution termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Certificate Paying Agent for payment of the final distributions distribution and cancellation, shall be given by the Owner Trustee Certificate Paying Agent by letter to the Certificateholders mailed within five (5) Business Days of receipt of notice of such termination the final payment on the Notes from the Servicer given pursuant to Section 10.03 of the Sale and Servicing AgreementSecurities Administrator, 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 payment the Record Date otherwise applicable to be made on such Payment Date will be is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Certificate Payment Agent therein specified. The Owner Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Certificates, the Certificate Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.025.01. In the event that one or more 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 Owner Trustee 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. 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 Certificates shall not have been surrendered for cancellation, the Owner Trustee Certificate Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Trust Agreement. Any funds remaining in the Trust Certificate Distribution Account after exhaustion of such remedies shall be distributed by the Owner Trustee Certificate Paying Agent to the Depositor (subject to applicable escheatment laws)Depositor. (d) Upon the completion of the winding up of the TrustTrust and its termination, including the payment or reasonable provision for payment of all claims and obligations in accordance with Section 3808 of the Statutory Trust Act notice thereof by the AdministratorMajority Certificateholder, the Owner Trustee shall, at shall cause the direction and expense Certificate of the Administrator, file Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 3810(c) of the Statutory Trust ActStatute.

Termination of Trust Agreement. (a) The This Agreement (other than Article Eight) and the Trust shall dissolve terminate and be wound up in accordance with Section 3808 of the Statutory Trust Act, no further force or effect upon the earliest earlier of (i) the maturity or other liquidation of the last Receivable (or other asset) Contract and the disposition of any amounts received upon liquidation of any property remaining in the Trust Estate and the Trust, (ii) final distribution by the Paying Agent Owner Trustee of all moneys or other property or proceeds of the Trust Estate held by it 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) or (ii) the payment or distribution to all Securityholders of all amounts required to be paid to them under , the Sale and Servicing Agreement and Article Five and (iii) the Indentureexpiration 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 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 Estate, nor or Trust Estate or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither the Certificateholder Trust Depositor nor any Holder shall not be entitled to revoke or terminate the Trust. (c) Notice of any dissolution termination of the Trust, specifying the Payment Distribution Date upon which the Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distributions distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.03 10.01 of the Sale and Servicing Agreement, stating (i) the Payment Distribution Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that payment the Record Date otherwise applicable to be made on such Payment Distribution Date will be is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Certificatesa Trust Certificate, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.02. In the event that one or more of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor (subject to applicable escheatment laws)5.01. (d) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims Trust and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administratorits termination, the Owner Trustee shall, at shall cause the direction and expense Certificate of the Administrator, file Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust ActStatute.

Termination of Trust Agreement. (a) The This Agreement (other than Section 6.9) and the Trust shall dissolve and be wound up in accordance with Section 3808 of the Statutory Trust Act, upon the earliest Act and be of (i) the maturity no further force or other liquidation of the last Receivable (or other asset) in the Trust Estate and effect on the final distribution by the Paying Agent Owner Trustee of all moneys monies or other property or proceeds of the Owner Trust Estate held by it in accordance with the terms of this Agreementthe Indenture, the Indenture and the Trust Sale and Servicing Agreement (including, but not limited to, any property and proceeds including the exercise by the Servicer of its option to be deposited in purchase the Collection Account Receivables pursuant to the terms Section 8.01(a) of the Trust Sale and Servicing Agreement or to be released by Agreement), the Indenture Trustee from the Lien of the Indenture pursuant to the terms of the Indenture) or (ii) the payment or distribution to all Securityholders of all amounts required to be paid to them under the Sale Interest Rate Swaps and Servicing Agreement and the Indenture. Article V. The bankruptcy, liquidation, dissolution, death or incapacity of any 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 Estate, nor or the Owner Trust Estate or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), Neither the Depositor nor any Certificateholder shall not be entitled to revoke or terminate the TrustTrust or this Agreement. (c) Notice Subject to Section 5.2(a), notice of any dissolution termination of the Trust, specifying the Payment Distribution Date upon which the Certificateholders shall surrender their Certificates to the Paying Agent for payment of the final distributions distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.03 8.01(c) of the Trust Sale and Servicing Agreement, stating stating: (i) the Payment Distribution Date upon or with respect to which final payment of the Certificates shall be made upon presentation and surrender of the Certificates at the office of the Paying Agent therein designated, ; (ii) the amount of any such final payment payment; and (iii) that payment the Record Date otherwise applicable to be made on such Payment Distribution Date will be is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.02. In the event that one or more 5.2. (d) If all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above mentioned written noticenotice referred to in Section 7.1(c), the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any Subject to applicable laws with respect to escheat of funds, any funds remaining in the Trust after exhaustion of such remedies in the preceding sentence shall be deemed property of the Depositor and distributed by the Owner Trustee to the Depositor (subject Depositor, and the Owner Trustee shall have no further liability to applicable escheatment laws)the Certificateholders with respect thereto. (de) Upon the completion winding up and termination of the winding up of the Trust, including the payment or reasonable provision for payment of all claims and obligations Trust in accordance with Section 3808 of the Statutory Trust Act by the Administratorand this Section, the Owner Trustee shall, at shall cause the direction and expense Certificate of the Administrator, file Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act.

Termination of Trust Agreement. (a) The This Agreement and the Trust shall dissolve terminate and be wound up in accordance with Section 3808 of the Statutory Trust Act, no further force or effect upon the earliest latest of (i) the maturity or other liquidation of the last Receivable (or other asset) in including the Trust Estate and the final distribution purchase by the Paying Agent Servicer at its option of all moneys or other property or proceeds the corpus of the Trust Estate held by it as described 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 Section 11.1 of the Sale and Servicing Agreement or to be released by Agreement) and the Indenture Trustee from subsequent distribution of amounts in respect of such Receivables as provided in the Lien of the Indenture pursuant to the terms of the Indenture) Basic Documents, or (ii) the payment or distribution to all Securityholders Certificateholders of all amounts required to be paid to them under pursuant to this Agreement and the Sale and Servicing Agreement and the Indenturepayment to the Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement; provided, however, that the rights to indemnification under Section 8.2 and the rights under Section 8.1 shall survive the termination of the Trust. The Servicer shall promptly notify the Owner Trustee and the Insurer of any prospective termination pursuant to this Section 9.1. The bankruptcy, liquidation, dissolution, death or incapacity of any 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 Estate, or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(aclause (a), neither the Depositor nor any Certificateholder shall not be entitled to revoke or terminate the Trust. (c) Notice of any dissolution termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Paying Agent for payment of the final distributions distribution and cancellation, shall be given by the Owner Trustee Paying Agent by letter to the Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.03 11.1(c) of the Sale and Servicing Agreement, 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 Paying Agent therein designated, designated (ii) the amount of any such final payment and (iii) that payment the Record Date otherwise applicable to be made on such Payment Date will be is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified. The Owner Trustee Paying Agent shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner TrusteeAgent) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Certificates, if any, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.025.7 of the Sale and Servicing Agreement and Section 5.5 hereof. In the event that one or more 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 Owner Trustee 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. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed distributed, subject to applicable escheat laws, by the Owner Trustee Paying Agent to the Depositor (subject and Holders shall look solely to applicable escheatment laws)the Depositor for payment. (d) Any funds remaining in the Trust after funds for final distribution have been distributed or set aside for distribution and all amounts owed to the Owner Trustee pursuant to this Agreement have been paid shall be distributed by the Paying Agent to the Depositor. (e) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims Trust and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administratorits termination, the Owner Trustee shall, at shall cause the direction and expense Certificate of the Administrator, file Trust to be canceled by filing a certificate of cancellation presented to the Owner Trustee in execution form by the Servicer with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Business Trust ActStatute.

Termination of Trust Agreement. (a) The Trust This Agreement (other than Article Eight) and the Issuer shall dissolve and be wound up terminate in accordance with Section 3808 of the Statutory Trust Act, Statute and be of no further force or effect upon the earliest earlier to occur of (i) the purchase on any Payment Date by the Servicer, or any successor Servicer, at its option, pursuant to Section 8.01(a) of the Sale and Servicing Agreement, of the Owner Trust Estate other than the Accounts and the Certificate Distribution Account, (ii) the final distribution by the Owner Trustee of all monies or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Sale and Servicing Agreement and Article Five or (iii) the Payment Date next succeeding the month which is one year after the maturity or other liquidation of the last Receivable (or other asset) and the disposition of any amount received upon liquidation of any property remaining in the Owner Trust Estate and the final distribution by the Paying Agent of all moneys or other property or proceeds of the Trust Estate held by it 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) or (ii) the payment or distribution to all Securityholders of all amounts required to be paid to them under the Sale and Servicing Agreement and the IndentureEstate. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder Owner shall not (xi) operate to terminate this Agreement or the TrustIssuer, 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 Issuer or Owner Trust Estate, nor Estate or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither of the Certificateholder Depositor nor any Owner shall not be entitled to revoke or terminate the TrustIssuer. (c) The outstanding Trust Certificates are subject to redemption in whole, but not in part, pursuant to Section 8.01 of the Sale and Servicing Agreement; provided that the Issuer has available funds sufficient to pay the aggregate Certificate Balance of all the Trust Certificates, together with accrued interest at the Certificate Rate to but excluding the Payment Date. Notice of any dissolution termination of the TrustIssuer, specifying the Payment Date upon which the Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distributions distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.03 8.01(b) of the Sale and Servicing Agreement, stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that payment the Record Date otherwise applicable to be made on such Payment Date will be is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. In the event that one or more of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor (subject to applicable escheatment laws). (d) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administrator, the Owner Trustee shall, at the direction and expense of the Administrator, file a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act.Section

Termination of Trust Agreement. (a) The This Trust Agreement (other than Article VII and Section 10.08) shall terminate and the Trust shall dissolve dissolve, wind up and be wound up terminate in accordance with Section 3808 of the Statutory Trust Act, Statute and be of no further force or effect upon the earliest earlier of (i) the maturity or other liquidation of the last Receivable (or other asset) in the Trust Estate and the final distribution by the Paying Agent of all moneys or other property or proceeds of the Owner Trust Estate held by it in accordance with the terms of this Agreement, the Indenture and the Sale this Trust Agreement 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) or (ii) the payment or distribution to all Securityholders of all of the assets of the Owner Trust Estate, in accordance with written instructions provided to the Certificate Paying Agent by the Majority Certificateholder, following the optional redemption of the Notes effected by the Majority Certificateholder pursuant to Section 8.06 of the Indenture; provided in each case that all amounts required owing to be the Noteholders to the extent payable from the Owner Trust Estate or proceeds thereof have been paid to them in full and that all obligations under the Sale and Servicing Agreement and the IndentureIndenture have been discharged. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (x) operate to terminate this Trust Agreement or the Trust, 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 Estate, nor or the Owner Trust Estate or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a8.01(a), neither the Depositor nor any Certificateholder shall not be entitled to revoke or terminate the Trust. (c) Notice of any dissolution termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Certificate Paying Agent for payment of the final distributions distribution and cancellation, shall be given by the Owner Trustee Certificate Paying Agent by letter to the Certificateholders mailed within five (5) Business Days of receipt of notice of such termination the final payment on the Notes from the Servicer given pursuant to Section 10.03 of the Sale and Servicing AgreementSecurities Administrator, 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 payment the Record Date otherwise applicable to be made on such Payment Date will be is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Certificate Payment Agent therein specified. The Owner Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Certificates, the Certificate Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.025.01. In the event that one or more 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 Owner Trustee 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. 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 Certificates shall not have been surrendered for cancellation, the Owner Trustee Certificate Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Trust Agreement. Any funds remaining in the Trust Certificate Distribution Account after exhaustion of such remedies shall be distributed by the Owner Trustee Certificate Paying Agent to the Depositor (subject to applicable escheatment laws)Depositor. (d) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims Trust and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administratorits termination, the Owner Trustee shall, at the direction and expense of the AdministratorSeller, 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 3810(c) of the Statutory Trust ActStatute.

Termination of Trust Agreement. (a) The This Trust Agreement (other than Article VII) and the Trust shall dissolve terminate and be wound up in accordance with Section 3808 of the Statutory Trust Act, no further force or effect upon the earliest of (i) the maturity or other liquidation of the last Receivable (or other asset) in the Trust Estate and the final distribution by the Paying Agent of all moneys or other property or proceeds of the Owner Trust Estate held by it in accordance with the terms of this Agreement, the Indenture and the Sale and Servicing Agreement (includingthis Trust Agreement, 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) or (ii) the payment or distribution to all Securityholders of all of the assets of the Owner Trust Estate, in accordance with written instructions provided to the Owner Trustee by Holders of a 100% Certificate Percentage Interest in the Certificates, following the optional redemption of the Bonds by the Issuer pursuant to Section 8.07 of the Indenture; provided in each case that all amounts required owing to be the Bondholders and the Bond Insurer to the extent payable from the Owner Trust Estate or proceeds thereof have been paid to them in full and that all obligations under the Sale and Servicing Agreement and the IndentureIndenture have been discharged. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (x) operate to terminate this Trust Agreement or the Trust, 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 Estate, nor or the Owner Trust Estate or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a8.01(a), neither the Depositor nor any Certificateholder shall not be entitled to revoke or terminate the Trust. (c) Notice of any dissolution termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Certificate Paying Agent for payment of the final distributions distribution and cancellation, shall be given by the Owner Trustee Certificate Paying Agent by letter to Certificateholders and the Certificateholders Bond Insurer mailed within five (5) Business Days of receipt of notice of such termination the final payment on the Bonds from the Servicer given pursuant to Section 10.03 of the Sale and Servicing AgreementIndenture 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 payment the Record Date otherwise applicable to be made on such Payment Date will be is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Certificate Payment Agent therein specified. The Owner Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Certificates, the Certificate Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.025.01. In the event that one or more 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 Owner Trustee 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. 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 Certificates shall not have been surrendered for cancellation, the Owner Trustee Certificate Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Trust Agreement. Any funds remaining in the Trust Certificate Distribution Account after exhaustion of such remedies shall be distributed by the Owner Trustee Certificate Paying Agent to the Depositor (subject to applicable escheatment laws)Depositor. (d) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims Trust and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administratorits termination, the Owner Trustee shall, at shall cause the direction and expense Certificate of the Administrator, file Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 3810(c) of the Statutory Business Trust ActStatute.

Termination of Trust Agreement. (a) The Trust This Agreement (other than Article Eight) and the Issuer shall dissolve and be wound up terminate in accordance with Section 3808 of the Statutory Trust Act, Statute and be of no further force or effect upon the earliest earlier to occur of (i) the purchase on any Payment Date by the Servicer, or any successor Servicer, at its option, pursuant to Section 8.01(a) of the Sale and Servicing Agreement, of the Owner Trust Estate other than the Accounts and the Certificate Distribution Account, (ii) the final distribution by the Owner Trustee of all monies or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Sale and Servicing Agreement and Article Five or (iii) the Payment Date next succeeding the month which is one year after the maturity or other liquidation of the last Receivable (or other asset) and the disposition of any amount received upon liquidation of any property remaining in the Owner Trust Estate and the final distribution by the Paying Agent of all moneys or other property or proceeds of the Trust Estate held by it 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) or (ii) the payment or distribution to all Securityholders of all amounts required to be paid to them under the Sale and Servicing Agreement and the IndentureEstate. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder Owner shall not (xi) operate to terminate this Agreement or the TrustIssuer, 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 Issuer or Owner Trust Estate, nor Estate or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither of the Certificateholder Depositor nor any Owner shall not be entitled to revoke or terminate the TrustIssuer. (c) The outstanding Trust Certificates are subject to redemption in whole, but not in part, pursuant to Section 8.01 of the Sale and Servicing Agreement; provided that the Issuer has available funds sufficient to pay the aggregate Certificate Balance of all the Trust Certificates, together with accrued interest at the Certificate Rate to but excluding the Payment Date. Notice of any dissolution termination of the TrustIssuer, specifying the Payment Date upon which the Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distributions distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.03 8.01(b) of the Sale and Servicing Agreement, stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that payment the Record Date otherwise applicable to be made on such Payment Date will be is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. In the event that one or more of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor (subject to applicable escheatment laws)5. (d) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administrator, the Owner Trustee shall, at the direction and expense of the Administrator, file a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act.

Termination of Trust Agreement. (a) The This Agreement (other than Article Eight) and the Trust shall dissolve terminate and be wound up in accordance with Section 3808 of the Statutory Trust Act, no further force or effect upon the earliest earlier of (i) the maturity or other liquidation of the last Receivable (or other asset) in the Trust Estate and the final distribution by the Paying Agent Owner Trustee of all moneys or other property or proceeds of the Trust Estate held by it 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) or (ii) the payment or distribution to all Securityholders of all amounts required to be paid to them under , the Sale and Servicing Agreement and Article Five and (ii) the Indentureexpiration of 21 years from the death of the survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James’s, living on the date hereof. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder Owner shall not (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 Estate, nor or Trust Estate or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither the Certificateholder Trust Depositor nor any Holder shall not be entitled to revoke or terminate the Trust. (c) Notice of any dissolution termination of the Trust, specifying the Payment Distribution Date upon which the Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distributions distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.03 10.01 of the Sale and Servicing Agreement, stating (i) the Payment Distribution Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that payment the Record Date otherwise applicable to be made on such Payment Distribution Date will be is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Certificatesa Trust Certificate, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.02. In the event that one or more of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor (subject to applicable escheatment laws)5.01. (d) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims Trust and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administratorits termination, the Owner Trustee shall, at shall cause the direction and expense Certificate of the Administrator, file Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust ActStatute.

Termination of Trust Agreement. (a) The Trust shall dissolve and be wound up in accordance with Section 3808 of the Statutory Trust Act, upon the earliest of (i) the maturity or other liquidation of the last Receivable (or other asset) in the Trust Estate and the final distribution by the Paying Agent of all moneys or other property or proceeds of the Trust Estate held by it 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) or (ii) the payment or distribution to all Securityholders of all amounts required to be paid to them under the Sale and Servicing Agreement and the Indenture. The bankruptcy, liquidation, dissolution, death or incapacity of any 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 Estate, nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), the Certificateholder shall not be entitled to revoke or terminate the Trust. (c) Notice of any dissolution of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Paying Agent for payment of the final distributions and cancellation, shall be given by the Owner Trustee to the Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.03 of the Sale and Servicing Agreement, 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 Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that payment to be made on such Payment Date will be made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. In the event that one or more of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor (subject to applicable escheatment laws)Depositor. (d) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administrator, the Owner Trustee shall, at the direction and expense of the Administrator, file a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act.

Termination of Trust Agreement. (a) The This Trust Agreement (other than Article VIII) and the Trust shall dissolve terminate and be wound up in accordance with Section 3808 of the Statutory Trust Act, no further force or effect upon the earliest of (i) the maturity or other liquidation of the last Receivable (or other asset) in the Trust Estate and upon the final distribution by the Paying Agent of all moneys or other property or proceeds of the Owner Trust Estate held by it in accordance with the terms of this Agreement, the Indenture and the Sale and Servicing Agreement (includingthis Trust Agreement, 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) or (ii) the payment Payment Date in ____________, (iii) at the time provided in Section 8.02 or distribution to all Securityholders (iv) purchase by the Servicer of all amounts required Mortgage Loans pursuant to be paid to them under Section 8.08 of the Sale and Servicing Agreement and the IndentureAgreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder Certificateholder, other than the Holder of the Designated Certificate as described in Section 8.02, shall not (x) operate to terminate this Trust Agreement or the Trust, nor Trust or (y) entitle 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 Estate, nor or the Owner Trust Estate or (z) otherwise affect the rights, obligations obliga tions and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a8.01(a), none of the Depositor, the Holder of the Designated Certificate or any other Certificateholder shall not be entitled to revoke or terminate the Trust. (c) Notice of any dissolution termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Certificate Paying Agent for payment of the final distributions distribution and cancellation, shall be given by the Owner Trustee Certificate Paying Agent by letter to Certificateholders and the Certificateholders Credit Enhancer mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.03 of the Sale and Servicing AgreementAdministrator, 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 payment the Record Date otherwise applicable to be made on such Payment Date will be is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Certificate Payment Agent therein specified. The Owner Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Certificates, the Certificate Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.025.01. In the event that one or more 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 Owner Trustee 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. 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 Certificates shall not have been surrendered for cancellation, the Owner Trustee Certificate Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their CertificatesCertif- icates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Trust Agreement. Any funds remaining in the Trust Certificate Distribution Account after exhaustion of such remedies shall be distributed by the Owner Trustee Certificate Paying Agent to the Depositor (subject to applicable escheatment laws)Holder of the Designated Certificate. (d) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims Trust and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administratorits termination, the Owner Trustee shall, at shall cause the direction and expense Certificate of the Administrator, file Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 3810(c) of the Statutory Business Trust ActStatute.

Termination of Trust Agreement. (a) The Trust This Agreement (other than Article IX) shall terminate and the Issuing Entity shall dissolve and be wound up in accordance with Section 3808 of no further force or effect on the Statutory Trust Act, upon the earliest of earlier of: (i) the maturity final payment or other liquidation of the last Receivable (or other asset) in the Trust Estate Mortgage Loans and the final distribution by the Paying Agent disposition of all moneys or other property or proceeds of the Trust Estate held by it in accordance with the terms of this Agreement, the Indenture REO Properties and the Sale remittance of all funds due hereunder with respect to such Mortgage Loans and Servicing Agreement (including, but not limited to, any property REP Properties after the satisfaction 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 discharge of the Indenture pursuant to the terms Section 4.01 of the Indenture) or ; and (ii) the payment or distribution expiration of 21 years from the death of the last survivor of descendants of Xxxxxx X. Xxxxxxx (the late ambassador of the United States to all Securityholders the Court of all amounts required to be paid to them under the Sale and Servicing Agreement and the IndentureSt. Xxxxx). The bankruptcy, liquidation, dissolution, death or incapacity of the any Certificateholder or the Sponsor shall not (x) operate to terminate this Agreement or the TrustIssuing Entity, nor (y) entitle such CertificateholderCertificateholders’ 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 Issuing Entity or Owner Trust Estate, Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a)10.01(a) above, none of the Sponsor, the Certificateholder Servicer, the Note Insurer nor the Certificateholders shall not be entitled to revoke or terminate the TrustIssuing Entity. (c) Notice of any dissolution termination of the TrustIssuing Entity, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Paying Agent Indenture Trustee for payment of the final distributions and cancellation, shall be given by the Owner Trustee to the Certificateholders 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 Servicer of notice of such termination from termination, which notice given by the Servicer given pursuant to Section 10.03 of the Sale and Servicing Agreement, stating Owner Trustee shall state (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 Paying Agent Indenture Trustee therein designated, (ii) the amount of any such final payment and (iii) that payment the Record Date otherwise applicable to be made on such Payment Date will be is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Agent Indenture Trustee therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) Indenture Trustee at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Certificates, subject to Section 3808 of the Paying Agent shall cause to be distributed to the Certificateholders Statutory Trust Statute, amounts distributable on such Payment Date pursuant to Section 5.02. the terms of the Indenture. (d) In the event that one or more of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their the Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates Ownership Interest shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their 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 Issuing Entity after exhaustion of such remedies shall be distributed by the Owner Indenture Trustee to the Depositor (subject to applicable escheatment laws)Certificateholders. (de) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims and obligations Issuing Entity in accordance with Section 3808 of the Statutory Trust Act by the AdministratorStatute and its termination, the Owner Trustee shall, at shall cause the direction and expense Certificate of the Administrator, file Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust ActStatute.

Termination of Trust Agreement. (a) The This Agreement (other than Article Eight) and the Trust shall dissolve terminate and be wound up in accordance with Section 3808 of the Statutory Trust Act, no further force or effect upon the earliest earlier of (i) the maturity or other liquidation of the last Receivable (or other asset) in the Trust Estate and the final distribution by the Paying Agent Owner Trustee of all moneys or other property or proceeds of the Trust Estate held by it 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) or (ii) the payment or distribution to all Securityholders of all amounts required to be paid to them under , the Sale and Servicing Agreement and Article Five and (ii) the Indentureexpiration of 21 years from the death of the survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's, living on the date hereof. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder Owner shall not (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 Estate, nor or Trust Estate or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither the Certificateholder Trust Depositor nor any Holder shall not be entitled to revoke or terminate the Trust. (c) Notice of any dissolution termination of the Trust, specifying the Payment Distribution Date upon which the Certificateholders Certificateholder shall surrender their Certificates the Trust Certificate to the Paying Agent for payment of the final distributions distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders Certificateholder mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.03 10.01 of the Sale and Servicing Agreement, stating (i) the Payment Distribution Date upon or with respect to which final payment of the Certificates Trust Certificate shall be made upon presentation and surrender of the Certificates Trust Certificate at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that payment the Record Date otherwise applicable to be made on such Payment Distribution Date will be is not applicable, payments being made only upon presentation and surrender of the Certificates Trust Certificate at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the CertificateholdersCertificateholder. Upon presentation and surrender of the CertificatesTrust Certificate, the Paying Agent shall cause to be distributed to the Certificateholders Certificateholder amounts distributable on such Payment Distribution Date pursuant to Section 5.02. In the event that one or more of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor (subject to applicable escheatment laws)5.01. (d) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims Trust and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administratorits termination, the Owner Trustee shall, at shall cause the direction and expense Certificate of the Administrator, file Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Business Trust Act.Statute. ARTICLE TEN SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

Termination of Trust Agreement. (a) The This Trust Agreement (other than Article VII and Section 10.08) shall terminate and the Trust shall dissolve dissolve, wind up and be wound up terminate in accordance with Section 3808 of the Statutory Trust Act, Statute and be of no further force or effect upon the earliest earlier of (i) the maturity or other liquidation of the last Receivable (or other asset) in the Trust Estate and the final distribution by the Paying Agent of all moneys or other property or proceeds of the Owner Trust Estate held by it in accordance with the terms of this Agreement, the Indenture and the Sale this Trust Agreement 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) or (ii) the payment or distribution to all Securityholders of all of the assets of the Owner Trust Estate, in accordance with written instructions provided to the Certificate Paying Agent by the Majority Certificateholder, following the optional redemption of the Notes effected by the Majority Certificateholder pursuant to Section 8.06 of the Indenture; provided in each case that all amounts required owing to be the Noteholders to the extent payable from the Owner Trust Estate or proceeds thereof have been paid to them in full and that all obligations under the Sale and Servicing Agreement and the IndentureIndenture have been discharged. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (x) operate to terminate this Trust Agreement or the Trust, 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 Estate, nor or the Owner Trust Estate or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a8.01(a), the Certificateholder Depositor shall not be entitled to revoke or terminate the Trust. (c) Notice of any dissolution termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Certificate Paying Agent for payment of the final distributions distribution and cancellation, shall be given by the Owner Trustee Certificate Paying Agent by letter to the Certificateholders mailed within five (5) Business Days of receipt of notice of such termination the final payment on the Notes from the Servicer given pursuant to Section 10.03 of the Sale and Servicing AgreementSecurities Administrator, 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 payment the Record Date otherwise applicable to be made on such Payment Date will be is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Certificate Payment Agent therein specified. The Owner Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Certificates, the Certificate Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.025.01. In the event that one or more 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 Owner Trustee 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. 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 Certificates shall not have been surrendered for cancellation, the Owner Trustee Certificate Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Trust Agreement. Any funds remaining in the Trust Certificate Distribution Account after exhaustion of such remedies shall be distributed by the Owner Trustee Certificate Paying Agent to the Depositor (subject to applicable escheatment laws)Depositor. (d) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims Trust and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administratorits termination, the Owner Trustee shall, at the direction and expense of the AdministratorSeller, 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 3810(c) of the Statutory Trust ActStatute.

Termination of Trust Agreement. (a) The This Agreement (other than the provisions of Article VIII) shall terminate and be of no further force or effect and the Trust shall dissolve wind up and be wound up in accordance with Section 3808 of the Statutory Trust Actdissolve, upon the earliest of (i) upon the maturity or other liquidation of the last remaining Receivable (or other asset) in the Trust Estate and the final distribution by the Paying Agent disposition of all moneys any amounts received upon such maturity or other property or proceeds of the Trust Estate held by it in accordance with the terms of this Agreementliquidation, 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) or (ii) upon the payment or distribution to all Securityholders the Noteholders and the Certificateholders of all amounts required to be paid to them under pursuant to the terms of the Indenture, the Sale and Servicing Agreement and Article V or (iii) at the Indenturetime provided in Section 9.2. The bankruptcyAny Insolvency Event, liquidation, dissolution, death or incapacity of with respect to any Certificateholder 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 's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust Estate, or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. Upon dissolution of the Trust, the Owner Trustee shall wind up the business and affairs of the Trust as required by Section 3808 of the Business Trust Statute. (b) Except as provided in Section 9.01(a9.1(a), neither the Depositor nor any Certificateholder shall not be entitled to revoke or terminate the Trust. (c) Notice of any dissolution termination of the Trust, specifying the Payment Distribution Date upon which the Certificateholders shall surrender their Certificates to the Certificate Paying Agent for payment of the final distributions distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.03 of the Sale and Servicing AgreementServicer, stating (i) the Payment Distribution 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 payment after reservation of sums sufficient to be made on such Payment Date will be made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. In the event that one or more of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor (subject to applicable escheatment laws). (d) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of pay all claims and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administratorobligations, the Owner Trustee shall, at the direction and expense of the Administrator, file a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act.if

Termination of Trust Agreement. (a) The This Agreement shall terminate and the Trust shall dissolve and dissolve, be wound up and terminate in accordance with Section 3808 of the Statutory Trust Act, Statute and be of no further force or effect upon the earliest latest of (i) the maturity or other liquidation of the last Receivable (or other asset) and the subsequent distribution of amounts in respect of such Receivables as provided in the Trust Estate Transaction Documents and the final distribution by the Paying Agent of all moneys or other property or proceeds of the Trust Estate held by it 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) or (ii) the payment or distribution to all Securityholders the Certificateholder of all amounts required to be paid to it pursuant to this Agreement, the payment to the Noteholders and other Persons all amounts owed to them pursuant to the terms of the Indenture; provided, however, that the indemnities, rights and obligations under Section 7.1 and Section 7.2 shall survive the Sale and Servicing Agreement termination of the Trust. The Depositor or the Servicer shall promptly notify the Owner Trustee and the IndentureIndenture Trustee of any prospective termination pursuant to this Section. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder the Certificateholder, shall not (x) operate to dissolve or 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 Estate, or Issuer Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), Neither the Depositor nor the Certificateholder shall not be entitled to revoke or terminate the Trust. (c) Notice of any dissolution termination of the Trust, specifying the Payment Date upon which the Certificateholders Certificateholder shall surrender their Certificates the Certificate to the Paying Agent Indenture Trustee for payment of the final distributions distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders Certificateholder mailed within five (5) Business Days of receipt by the Owner Trustee of notice of such termination from the Servicer given pursuant to Section 10.03 Article XI of the Sale and Servicing AgreementIndenture, stating (i) the Payment Date upon or with respect to which final payment of the Certificates Certificate shall be made upon presentation and surrender of the Certificates Certificate at the office of the Paying Agent Indenture Trustee therein designated, (ii) the amount of any such final payment and payment, (iii) that payment the Record Date otherwise applicable to be made on such Payment Date will be is not applicable, payments being made only upon presentation and surrender of the Certificates Certificate at the office of the Paying Agent Indenture Trustee therein specifiedspecified and (iv) interest will cease to accrue on the Certificate. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) Indenture Trustee at the time such notice is given to the CertificateholdersCertificateholder. Upon presentation and surrender of the CertificatesCertificate, the Paying Agent Indenture Trustee shall cause to be distributed to the Certificateholders Certificateholder any amounts distributable on such Payment Date pursuant to Section 5.02the Indenture. In the event that one or more of the Certificateholders Certificateholder shall not surrender their Certificates the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders Certificateholder to surrender their Certificates the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders Certificateholder concerning surrender of their Certificatesits Certificate, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed distributed, subject to applicable escheat laws, by the Owner Indenture Trustee to the Depositor (subject to applicable escheatment laws)Holder. (d) Upon receipt of written notice from the Holder of the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims and obligations Trust in accordance with Section 3808 of the Statutory Trust Act by the AdministratorStatute and its termination, the Owner Trustee shall, at shall cause the direction and expense Certificate of the Administrator, file Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust ActStatute.

Termination of Trust Agreement. (a) The Trust This Agreement (other than Article IX) shall terminate and the Issuing Entity shall dissolve and be wound up in accordance with Section 3808 of no further force or effect on the Statutory Trust Act, upon the earliest of earlier of: (i) the maturity final payment or other liquidation of the last Receivable (or other asset) in the Trust Estate Mortgage Loans and the final distribution by the Paying Agent disposition of all moneys or other property or proceeds of the Trust Estate held by it in accordance with the terms of this Agreement, the Indenture REO Properties and the Sale remittance of all funds due hereunder with respect to such Mortgage Loans and Servicing Agreement (including, but not limited to, any property REO Properties after the satisfaction 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 discharge of the Indenture pursuant to the terms Section 4.01 of the Indenture) or ; and (ii) the payment or distribution expiration of 21 years from the death of the last survivor of descendants of Xxxxxx X. Xxxxxxx (the late ambassador of the United States to all Securityholders the Court of all amounts required to be paid to them under the Sale and Servicing Agreement and the IndentureSt. Xxxxx). The bankruptcy, liquidation, dissolution, death or incapacity of the any Certificateholder or the Sponsor shall not (x) operate to terminate this Agreement or the TrustIssuing Entity, nor (y) entitle such CertificateholderCertificateholders’ 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 Issuing Entity or Owner Trust Estate, Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a)10.01(a) above, none of the Sponsor, the Certificateholder Servicer, nor the Certificateholders shall not be entitled to revoke or terminate the TrustIssuing Entity. (c) Notice of any dissolution termination of the TrustIssuing Entity, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Paying Agent Indenture Trustee for payment of the final distributions and cancellation, shall be given by the Owner Trustee to the Certificateholders Certificateholders, the Rating Agencies, the Swap Provider and the Indenture Trustee mailed within five (5) Business Days of receipt by the Owner Trustee from the Servicer of notice of such termination from termination, which notice given by the Servicer given pursuant to Section 10.03 of the Sale and Servicing Agreement, stating Owner Trustee shall state (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 Paying Agent Indenture Trustee therein designated, (ii) the amount of any such final payment and (iii) that payment the Record Date otherwise applicable to be made on such Payment Date will be is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Agent Indenture Trustee therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) Indenture Trustee at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Certificates, subject to Section 3808 of the Paying Agent shall cause to be distributed to the Certificateholders Statutory Trust Statute, amounts distributable on such Payment Date pursuant to Section 5.02. the terms of the Indenture. (d) In the event that one or more of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their the Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates Ownership Interest shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their 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 Issuing Entity after exhaustion of such remedies shall be distributed by the Owner Indenture Trustee to the Depositor (subject to applicable escheatment laws)Certificateholders. (de) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims and obligations Issuing Entity in accordance with Section 3808 of the Statutory Trust Act by the AdministratorStatute and its termination, the Owner Trustee shall, at shall cause the direction and expense Certificate of the Administrator, file Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust ActStatute.

Termination of Trust Agreement. (a) The Trust Issuer shall dissolve and be wound up in accordance with Section 3808 of the Statutory Trust Act, upon the earliest earlier of (i) the maturity or other liquidation optional redemption of the 201[__]-[__] Exchange Note by the Servicer in accordance with the terms of the 201[__]-[__] Servicing Supplement, (ii) the redemption of the 201[__]-[__] Exchange Note following the termination of the last Receivable (or other asset) remaining 201[__]-[__] Lease included in the Trust Estate 201[__]-[__] Reference Pool and the disposition of all remaining 201[__]-[__] Vehicles and (iii) the final distribution by the Paying Agent of all moneys monies or other property or proceeds of the Owner Trust Estate held by it in accordance with the terms of this Agreementthe Indenture, the Indenture 201[__]-[__] Servicing Supplement and the Sale and Servicing Agreement (includingArticle Five, but not limited to, including any property and proceeds to be deposited in the Collection Account pursuant payments due to the terms Noteholders, the Certificateholders and any other holders of the Sale and Servicing Agreement or securities issued under any supplemental indentures to be released by the Indenture Trustee from the Lien of the Indenture pursuant or amendments to the terms of the Indenture) or (ii) the payment or distribution to all Securityholders this Agreement of all amounts required to be paid to them under pursuant to such supplemental indentures or amendments. Neither the Sale and Servicing Agreement and Transferor nor the IndentureCertificateholder shall be entitled to otherwise revoke, dissolve or terminate the Issuer. The bankruptcy, liquidation, dissolution, death or incapacity of any the Certificateholder shall not (xi) operate to dissolve or terminate this Agreement or the TrustIssuer, nor (yii) entitle such the Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Issuer or Owner Trust Estate, nor Estate or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), the Certificateholder shall not be entitled to revoke or terminate the Trust. (c) Notice of any dissolution and termination of the TrustIssuer, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Paying Agent Owner Trustee for payment of the final distributions distribution and cancellation, shall be given by the Owner Trustee to the Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.03 of the Sale and Servicing AgreementServicer, 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 Paying Agent Owner Trustee therein designated, (ii) the amount of any such final payment and (iii) that payment the Record Date otherwise applicable to be made on such Payment Date will be is not applicable and that payments are being made only upon presentation and surrender of the Certificates at the office of the Paying Agent Owner Trustee therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent Owner Trustee shall cause to be distributed to Certificateholders, subject to Section 3808 of the Certificateholders Delaware Statutory Trust Act, amounts distributable on such Payment Date pursuant to Section 5.02. 5.01. (c) In the event that one or more all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above mentioned written noticeSection 9.01(b), the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, Certificates and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any Subject to applicable escheat laws, any funds remaining in the Trust Issuer after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor (subject to applicable escheatment laws)Servicer. (d) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims and obligations Issuer in accordance with Section 3808 of the Delaware Statutory Trust Act by the AdministratorAct, the Owner Trustee shallTrustee, at the expense and direction and expense of the Administrator, file Transferor shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Delaware Secretary of State in accordance with the provisions of Section 3810 of the Delaware 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) The This Agreement and the Trust shall dissolve and be wound up terminate in accordance with Section 3808 of the Statutory Business Trust Act, Statute and be of no further force or effect upon the earliest latest of (i) the maturity or other liquidation of the last Receivable (or other asset) in including the Trust Estate and the final distribution purchase by the Paying Agent Servicer at its option or by the Seller at its option of all moneys or other property or proceeds the corpus of the Trust Estate held by it as described 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 Section 10.1 of the Sale and Servicing Agreement or to be released by Agreement) and the Indenture Trustee from subsequent distribution of amounts in respect of such Receivables as provided in the Lien of the Indenture pursuant to the terms of the Indenture) Basic Documents, or (ii) the payment or distribution to all Securityholders the Certificateholder of all amounts required to be paid to them it pursuant to this Agreement; PROVIDED, HOWEVER, that the rights to indemnification under the Sale and Servicing Agreement Section 7.2 and the Indenturerights under Section 7.1 shall survive the termination of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee of any prospective termination pursuant to this Section. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder the 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 Estate, or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), Neither the Depositor nor the Certificateholder shall not be entitled to revoke or terminate the Trust. (c) Notice of any dissolution termination of the Trust, specifying the Payment Distribution Date upon which the Certificateholders Certificateholder shall surrender their Certificates the Certificate to the Paying Trust Collateral Agent for payment of the final distributions distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders Certificateholder mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.03 10.1(c) of the Sale and Servicing Agreement, stating (i) the Payment Distribution Date upon or with respect to which final payment of the Certificates Certificate shall be made upon presentation and surrender of the Certificates Certificate at the office of the Paying Trust Collateral Agent therein designated, (ii) the amount of any such final payment and payment, (iii) that payment the Record Date otherwise applicable to be made on such Payment Distribution Date will be is not applicable, payments being made only upon presentation and surrender of the Certificates Certificate at the office of the Paying Trust Collateral Agent therein specifiedspecified and (iv) interest will cease to accrue on the Certificate. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Trust Collateral Agent (if other than the Owner Trustee) at the time such notice is given to the CertificateholdersCertificateholder. Upon presentation and surrender of the CertificatesCertificate, the Paying Trust Collateral Agent shall cause to be distributed to the Certificateholders Certificateholder amounts distributable on such Payment Distribution Date pursuant to Section 5.025.7 of the Sale and Servicing Agreement. In the event that one or more of the Certificateholders Certificateholder shall not surrender their Certificates the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders Certificateholder to surrender their Certificates the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders Certificateholder concerning surrender of their Certificatesits Certificate, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed distributed, subject to applicable escheat laws, by the Owner Trustee to the Depositor (subject to applicable escheatment laws)Holder. (d) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims and obligations Trust in accordance with Section 3808 of the Statutory Business Trust Act by the AdministratorStatute and its termination, the Owner Trustee shall, at shall cause the direction and expense Certificate of the Administrator, file Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Business Trust ActStatute.

Termination of Trust Agreement. (a) The Trust This Agreement (other than Article Eight) and the Issuer shall dissolve and be wound up terminate in accordance with Section 3808 of the Statutory Trust Act, Statute and be of no further force or effect upon the earliest earlier to occur of (i) the purchase on any Payment Date by the Servicer, or any successor Servicer, at its option, pursuant to Section 8.01(a) of the Sale and Servicing Agreement, of the Owner Trust Estate other than the Accounts and the Certificate Distribution Account, (ii) the final distribution by the Owner Trustee of all monies or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Sale and Servicing Agreement and Article Five or (iii) the Payment Date next succeeding the month which is one year after the maturity or other liquidation of the last Receivable (or other asset) and the disposition of any amount received upon liquidation of any property remaining in the Owner Trust Estate and the final distribution by the Paying Agent of all moneys or other property or proceeds of the Trust Estate held by it 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) or (ii) the payment or distribution to all Securityholders of all amounts required to be paid to them under the Sale and Servicing Agreement and the IndentureEstate. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder Owner shall not (xi) operate to terminate this Agreement or the TrustIssuer, 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 Issuer or Owner Trust Estate, nor Estate or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither of the Certificateholder Depositor nor any Owner shall not be entitled to revoke or terminate the TrustIssuer. (c) The outstanding Trust Certificates are subject to redemption in whole, but not in part, pursuant to Section 8.01 of the Sale and Servicing Agreement; provided that the Issuer has available funds sufficient to pay the aggregate Certificate Balance of all the Trust Certificates, together with accrued interest at the Certificate Rate to but excluding the Payment Date. Notice of any dissolution termination of the TrustIssuer, specifying the Payment Date upon which the Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distributions distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.03 8.01(b) of the Sale and Servicing Agreement, stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that payment the Record Date otherwise applicable to be made on such Payment Date will be is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. In the event that one or more of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor (subject to applicable escheatment laws). (d) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administrator, the Owner Trustee shall, at the direction and expense of the Administrator, file a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act.Paying

Termination of Trust Agreement. (a) The This Agreement (other than Article VIII) shall terminate and the Trust shall dissolve be dissolved, wound up and terminated and be wound up in accordance with Section 3808 of no further force or effect on the Statutory Trust Act, upon the earliest of earlier of: (i) the maturity final payment or other liquidation of the last Receivable (or other asset) in the Trust Estate Mortgage Loans and the final distribution by the Paying Agent disposition of all moneys REO Properties and the remittance of all funds due hereunder with respect to such Mortgage Loans and REO Properties or other property or proceeds the disposition of the Trust Estate held by it in accordance with Mortgage Loans and REO Properties at the terms direction 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 a majority of the Sale Certificateholders, in either case after the satisfaction and Servicing Agreement or to be released by the Indenture Trustee from the Lien discharge of the Indenture pursuant to the terms Section 4.01 of the Indenture) or ; and (ii) the payment or distribution 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 all Securityholders the Court of all amounts required to be paid to them under the Sale and Servicing Agreement and the IndentureSt. James's). The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder or the Depositor 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 Accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust Estate, or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a)9.1(a) above, none of the Depositor, the Servicer, the Note Insurer nor any Certificateholder shall not be entitled to revoke or terminate the Trust. (c) Notice of any dissolution termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Paying Agent Owner Trustee for payment of the final distributions and cancellation, shall be given by the Owner Trustee to the Certificateholders Certificateholders, the Note Insurer, the Rating Agencies and the Trust Paying Agent mailed within five (5) Business Days of receipt by the Owner Trustee of notice of such termination from the Servicer given pursuant to Section 10.03 of 9.1(a) above, which notice given by the Sale and Servicing Agreement, stating Owner Trustee shall state (i) the Payment Date upon or with respect to which final payment of the Certificates shall be made upon presentation and surrender of the Certificates at the office of the Paying Agent Owner Trustee therein designated, (ii) the amount of any such final payment and (iii) that payment the Record Date otherwise applicable to be made on such Payment Date will be is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Agent Owner Trustee therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Trust Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon The Owner Trustee shall give notice to the Trust Paying Agent of each presentation and surrender of Certificates promptly, and the Certificates, the Trust Paying Agent shall promptly cause to be distributed to the related Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. In the event that one or more of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor (subject to applicable escheatment laws5.2(a). (d) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims Trust and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administratorits termination, the Owner Trustee shall, at shall cause the direction and expense Certificate of the Administrator, file Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Business Trust ActStatute.

Termination of Trust Agreement. (a) The This Agreement (other than Article VIII) shall terminate and the Trust shall dissolve and be wound up in accordance with Section 3808 of the Statutory Trust Actno further force or effect, upon the earliest of (i) the maturity or other liquidation of the last Receivable (or other asset) in the Owner Trust Estate [and Sub-Trust Assets] and the final distribution by the Paying Agent Owner Trustee of all moneys or other property or proceeds of the Owner Trust Estate held by it [and the Sub-Trust Assets] in accordance with the terms of this AgreementAgreement [and the Sub-Trust Supplement], 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 Sections 3.02, 4.08, 5.02, 5.04, 5.05, 5.06 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 the terms Section 10.01 or 10.02 of the Indenture) or ), (ii) the payment or distribution to all Securityholders of all amounts required to be paid to them under specified in Sections 3.02, 4.08, 5.02, 5.04, 5.05, 5.06 or 9.01 of the Sale and Servicing Agreement and or (iii) the Indenture. The bankruptcy, liquidation, dissolution, death or incapacity of any 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 dissolution of the Trust Estate, nor (z) otherwise affect that results from the rights, obligations and liabilities occurrence of an Insolvency Event with respect to the parties heretoDepositor as provided in Section 9.02. (b) Except as provided in Section 9.01(a), the Certificateholder shall not be entitled to revoke or terminate the Trust[, nor shall the Sub-Trust Depositor or the Sub-Trust Beneficiary be entitled to revoke or terminate the Trust]. (c) Notice of any dissolution termination of the Trust, specifying the Payment Date upon which the Certificateholders Certificateholder shall surrender their Certificates the Certificate to the Paying Agent for payment of the final distributions and cancellation, shall be given by the Owner Trustee to the Certificateholders Certificateholder mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.03 of the Sale and Servicing Agreement, stating (i) the Payment Date upon or with respect to which final payment of the Certificates Certificate shall be made upon presentation and surrender of the Certificates Certificate at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that payment to be made on such Payment Date will be made only upon presentation and surrender of the Certificates Certificate at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the CertificateholdersCertificateholder. Upon presentation and surrender of the CertificatesCertificate, the Paying Agent shall cause to be distributed to the Certificateholders Certificateholder amounts distributable on such Payment Date pursuant to Section 5.02. [Upon the termination of the Trust, the Administrator, as agent of the Owner Trustee, shall determine how and when to liquidate the Sub-Trust Assets, including the sale of the Sub-Trust Assets to the Sub-Trust Beneficiary, in its sole discretion.] In the event that one or more of the Certificateholders Certificateholder shall not surrender their Certificates the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders Certificateholder to surrender their Certificates the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders Certificateholder concerning surrender of their Certificatesits Certificate, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor (subject to applicable escheatment laws)Depositor. (d) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims Trust and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administratorits termination, the Owner Trustee shall, at shall cause the direction and expense Certificate of the Administrator, file Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 3820 of the Statutory Business Trust ActStatute.

Termination of Trust Agreement. (a) The Trust This Agreement (other than Article Eight) and the Issuer shall dissolve and be wound up terminate in accordance with Section 3808 of the Statutory Business Trust Act, Statute and be of no further force or effect upon the earliest earlier to occur of (i) the purchase on any Payment Date by the Servicer, or any successor Servicer, at its option, pursuant to Section 8.01(a) of the Sale and Servicing Agreement, of the Owner Trust Estate other than the Accounts and the Certificate Distribution Account, (ii) the final distribution by the Owner Trustee of all monies or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Sale and Servicing Agreement and Article Five or (iii) the Payment Date next succeeding the month which is one year after the maturity or other liquidation of the last Receivable (or other asset) and the disposition of any amount received upon liquidation of any property remaining in the Owner Trust Estate and the final distribution by the Paying Agent of all moneys or other property or proceeds of the Trust Estate held by it 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) or (ii) the payment or distribution to all Securityholders of all amounts required to be paid to them under the Sale and Servicing Agreement and the IndentureEstate. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder Owner shall not (xi) operate to terminate this Agreement or the TrustIssuer, 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 Issuer or Owner Trust Estate, nor Estate or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither of the Certificateholder Depositor nor any Owner shall not be entitled to revoke or terminate the TrustIssuer. (c) The outstanding Trust Certificates are subject to redemption in whole, but not in part, pursuant to Section 8.01 of the Sale and Servicing Agreement; provided that the Issuer has available funds sufficient to pay the aggregate Certificate Balance of all the Trust Certificates, together with accrued interest at the Certificate Rate to but excluding the Payment Date. Notice of any dissolution termination of the TrustIssuer, specifying the Payment Date upon which the Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distributions distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.03 8.01(b) of the Sale and Servicing Agreement, stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that payment the Record Date otherwise applicable to be made on such Payment Date will be is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. In the event that one or more of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor (subject to applicable escheatment laws)5. (d) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administrator, the Owner Trustee shall, at the direction and expense of the Administrator, file a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act.

Termination of Trust Agreement. (a) The This Trust Agreement (other than Article VII) and the Trust shall dissolve terminate and be wound up in accordance with Section 3808 of the Statutory Trust Act, no further force or effect upon the earliest of (i) the maturity or other liquidation of the last Receivable (or other asset) in the Trust Estate and the final distribution by the Paying Agent of all moneys or other property or proceeds of the Owner Trust Estate held by it in accordance with the terms of this Agreement, the Indenture and the Sale and Servicing Agreement (includingthis Trust Agreement, 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) or (ii) the payment or distribution to all Securityholders of all of the assets of the Owner Trust Estate, in accordance with written instructions provided to the Owner Trustee by Holders of a 100% Certificate Percentage Interest in the Certificates, following the optional redemption of the Bonds by the Issuer pursuant to Section 8.07 of the Indenture; provided in each case that all amounts required owing to be the Bondholders and the Bond Insurer to the extent payable from the Owner Trust Estate or proceeds thereof have been paid to them in full and that all obligations under the Sale and Servicing Agreement and the IndentureIndenture have been discharged. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (x) operate to terminate this Trust Agreement or the Trust, 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 Estate, nor or the Owner Trust Estate or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a8.01(a), neither the Depositor nor any Certificateholder shall not be entitled to revoke or terminate the Trust. (c) Notice of any dissolution termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Certificate Paying Agent for payment of the final distributions distribution and cancellation, shall be given by the Owner Trustee Certificate Paying Agent by letter to Certificateholders and the Certificateholders Bond Insurer mailed within five (5) Business Days of receipt of notice of such termination the final payment on the Bonds from the Servicer given pursuant to Section 10.03 of the Sale and Servicing AgreementIndenture 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 payment the Record Date otherwise applicable to be made on such Payment Date will be is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Certificate Payment Agent therein specified. The Owner Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Certificates, the Certificate Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.025.01. In the event that one or more 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 Owner Trustee 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. 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 Certificates shall not have been surrendered for cancellation, the Owner Trustee Certificate Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this AgreementTrust Agree ment. Any funds remaining in the Trust Certificate Distribution Account after exhaustion of such remedies shall be distributed by the Owner Trustee Certificate Paying Agent to the Depositor (subject to applicable escheatment laws)Depositor. (d) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims Trust and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administratorits termination, the Owner Trustee shall, at shall cause the direction and expense Certificate of the Administrator, file Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 3810(c) of the Statutory Business Trust ActStatute.

Termination of Trust Agreement. (a) The This Agreement (other than Article Eight) and the Trust shall dissolve terminate and be wound up in accordance with Section 3808 of the Statutory Trust Act, no further force or effect upon the earliest earlier of (i) the maturity or other liquidation of the last Receivable (or other asset) in the Trust Estate and the final distribution by the Paying Agent Owner Trustee of all moneys or other property or proceeds of the Trust Estate held by it 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) or (ii) the payment or distribution to all Securityholders of all amounts required to be paid to them under , the Sale and Servicing Agreement and Article Five and (ii) the Indentureexpiration of 21 years from the death of the survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's, living on the date hereof. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder Owner shall not (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 Estate, nor or Trust Estate or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither the Certificateholder Trust Depositor nor any Holder shall not be entitled to revoke or terminate the Trust. (c) Notice of any dissolution termination of the Trust, specifying the Payment Distribution Date upon which the Certificateholders Certificateholder shall surrender their Certificates the Trust Certificate to the Paying Agent for payment of the final distributions distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders Certificateholder mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.03 10.01 of the Sale and Servicing Agreement, stating (i) the Payment Distribution Date upon or with respect to which final payment of the Certificates Trust Certificate shall be made upon presentation and surrender of the Certificates Trust Certificate at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that payment the Record Date otherwise applicable to be made on such Payment Distribution Date will be is not applicable, payments being made only upon presentation and surrender of the Certificates Trust Certificate at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the CertificateholdersCertificateholder. Upon presentation and surrender of the CertificatesTrust Certificate, the Paying Agent shall cause to be distributed to the Certificateholders Certificateholder amounts distributable on such Payment Distribution Date pursuant to Section 5.02. In the event that one or more of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor (subject to applicable escheatment laws)5.01. (d) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims Trust and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administratorits termination, the Owner Trustee shall, at shall cause the direction and expense Certificate of the Administrator, file Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act.Statute. ARTICLE TEN SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

Termination of Trust Agreement. (a) The Trust This Agreement (other than the provisions of Article Eight) shall terminate and be of no further force or effect and the Issuer shall dissolve and be wound up in accordance with Section 3808 of the Statutory Trust Act, upon the earliest earlier of (i) the payment to the Master Servicer, the Paying Agent, the Owner Trustee, the Indenture Trustee, the Swap Counterparty, the Noteholders and the Certificateholders of all amounts required to be paid to them pursuant to the terms of the Indenture, the Sale and Servicing Agreement, the Swap Agreement and Article Five, (ii) the Distribution Date next succeeding the month which is one year after the maturity or other liquidation of the last Receivable (or other asset) and the disposition of any amounts received upon liquidation of any property remaining in the Trust Estate and Issuer or (iii) upon the final distribution purchase of the Receivables by the Paying Agent of all moneys or other property or proceeds Seller in connection with an Optional Purchase and retirement of the Trust Estate held by it in accordance with the terms of this Agreement, the Indenture Notes 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) or (ii) the payment or distribution to all Securityholders of all amounts required to be paid to them under the Sale and Servicing Agreement and the IndentureCertificates. The bankruptcy, liquidation, dissolution, death or incapacity of any 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 Issuer or the Owner Trust Estate, nor Estate or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither the Depositor nor any Certificateholder shall not be entitled to revoke or terminate the TrustIssuer. (c) Notice of any dissolution termination of the TrustIssuer, specifying the Payment Distribution Date upon which the Certificateholders shall surrender their Certificates to the Paying Agent for payment of the final distributions distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.03 of the Sale and Servicing AgreementMaster Servicer, stating (i) the Payment Distribution 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 Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that payment the Record Date otherwise applicable to be made on such Payment Distribution Date will be is not applicable and that payments are being made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and ), the Paying Agent (if other than and the Owner Trustee) Swap Counterparty at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent shall cause to be distributed to Certificateholders, subject to Section 3808 of the Certificateholders Statutory Trust Statute, amounts distributable on such Payment Distribution Date pursuant to Section 5.02. . (d) In the event that one or more 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 Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, Certificates and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any Subject to applicable escheat laws, any funds remaining in the Trust Issuer after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor (subject to applicable escheatment laws)Seller, as Certificateholder. (de) Upon the completion of the winding up of the TrustIssuer, including the payment or reasonable provision for payment of all claims and obligations in accordance with Section 3808 of the Statutory Trust Act by the AdministratorStatute, and its termination, the Owner Trustee shallTrustee, at acting pursuant to the direction and expense written instructions of the AdministratorDepositor, file which instructions shall certify that the winding up of the Issuer has been duly completed in accordance with this Article, shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 3810(d) of the Statutory Trust ActStatute.

Termination of Trust Agreement. (a) The This Agreement and the Trust shall dissolve terminate and be wound up in accordance with Section 3808 of the Statutory Trust Act, no further force or effect upon the earliest latest of (i) the maturity or other liquidation of the last Receivable (or other asset) in including the Trust Estate and the final distribution purchase by the Paying Agent Servicer at its option of all moneys or other property or proceeds the corpus of the Trust Estate held by it as described 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 Section 10.1 of the Sale and Servicing Agreement or to be released by Agreement) and the Indenture Trustee from subsequent distribution of amounts in respect of such Receivables as provided in the Lien of the Indenture pursuant to the terms of the Indenture) Basic Documents, or (ii) the payment or distribution to all Securityholders the Certificateholder of all amounts required to be paid to them under it pursuant to this Agreement and the payment to the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement Agreement; provided, however, that the rights to indemnification under Section 7.2 and the Indenturerights under Section 7.1 shall survive the termination of the Trust. The Servicer shall promptly notify the Owner Trustee and the Security Insurer of any prospective termination pursuant to this Section. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder the 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 Estate, or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), Neither the Depositor nor the Certificateholder shall not be entitled to revoke or terminate the Trust. (c) Notice of any dissolution termination of the Trust, specifying the Payment Distribution Date upon which the Certificateholders Certificateholder shall surrender their Certificates the Certificate to the Paying Trust Collateral Agent for payment of the final distributions distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders Certificateholder mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.03 10.1(c) of the Sale and Servicing Agreement, stating (i) the Payment Distribution Date upon or with respect to which final payment of the Certificates Certificate shall be made upon presentation and surrender of the Certificates Certificate at the office of the Paying Trust Collateral Agent therein designated, (ii) the amount of any such final payment and payment, (iii) that payment the Record Date otherwise applicable to be made on such Payment Distribution Date will be is not applicable, payments being made only upon presentation and surrender of the Certificates Certificate at the office of the Paying Trust Collateral Agent therein specifiedspecified and (iv) interest will cease to accrue on the Certificate. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Trust Collateral Agent (if other than the Owner Trustee) at the time such notice is given to the CertificateholdersCertificateholder. Upon presentation and surrender of the CertificatesCertificate, the Paying Trust Collateral Agent shall cause to be distributed to the Certificateholders Certificateholder amounts distributable on such Payment Distribution Date pursuant to Section 5.025.7 of the Sale and Servicing Agreement. In the event that one or more of the Certificateholders Certificateholder shall not surrender their Certificates the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders Certificateholder to surrender their Certificates the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders Certificateholder concerning surrender of their Certificatesits Certificate, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed distributed, subject to applicable escheat laws, by the Owner Trustee to the Depositor (subject to applicable escheatment laws)Holder. (d) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims Trust and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administratorits termination, the Owner Trustee shall, at shall cause the direction and expense Certificate of the Administrator, file Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Business Trust ActStatute.

Termination of Trust Agreement. (a) The Trust This Agreement (other than Article Eight) and the Issuer shall dissolve and be wound up terminate in accordance with Section 3808 of the Statutory Trust Act, Statute and be of no further force or effect upon the earliest earlier to occur of (i) the purchase on any Payment Date by the Servicer, or any successor Servicer, at its option, pursuant to Section 8.01(a) of the Sale and Servicing Agreement, of the Owner Trust Estate other than the Accounts and the Certificate Distribution Account, (ii) the final distribution by the Owner Trustee of all monies or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Sale and Servicing Agreement and Article Five or (iii) the Payment Date next succeeding the month which is one year after the maturity or other liquidation of the last Receivable (or other asset) and the disposition of any amount received upon liquidation of any property remaining in the Owner Trust Estate and the final distribution by the Paying Agent of all moneys or other property or proceeds of the Trust Estate held by it 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) or (ii) the payment or distribution to all Securityholders of all amounts required to be paid to them under the Sale and Servicing Agreement and the IndentureEstate. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder Owner shall not (xi) operate to terminate this Agreement or the TrustIssuer, 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 Issuer or Owner Trust Estate, nor Estate or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither of the Certificateholder Depositor nor any Owner shall not be entitled to revoke or terminate the TrustIssuer. (c) The outstanding Trust Certificates are subject to redemption in whole, but not in part, pursuant to Section 8.01 of the Sale and Servicing Agreement; provided that the Issuer has available funds sufficient to pay the aggregate Certificate Balance of all the Trust Certificates, together with accrued interest at the Certificate Rate to but excluding the Payment Date. Notice of any dissolution termination of the TrustIssuer, specifying the Payment Date upon which the Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distributions distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.03 8.01(b) of the Sale and Servicing Agreement, stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that payment the Record Date otherwise applicable to be made on such Payment Date will be is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. In the event that one or more of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor (subject to applicable escheatment laws)5. (d) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administrator, the Owner Trustee shall, at the direction and expense of the Administrator, file a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act.

Termination of Trust Agreement. (a) The This Agreement (other than the provisions of Article VIII) shall terminate and be of no further force or effect and the Trust shall dissolve and be wound up in accordance with Section 3808 of the Statutory Trust Actdissolve, upon the earliest of (i) upon the maturity or other liquidation of the last remaining Receivable (or other asset) in the Trust Estate and the final distribution by the Paying Agent disposition of all moneys any amounts received upon such maturity or other property or proceeds of the Trust Estate held by it in accordance with the terms of this Agreementliquidation, 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) or (ii) upon the payment or distribution to all Securityholders the Noteholders and the Certificateholders of all amounts required to be paid to them under pursuant to the terms of the Indenture, the Sale and Servicing Agreement and Article V or (iii) at the Indenturetime provided in Section 9.2. The bankruptcyAny Insolvency Event, liquidation, dissolution, death or incapacity of with respect to any Certificateholder 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 's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust Estate, or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. Upon dissolution of the Trust, the Owner Trustee shall wind up the business and affairs of the Trust as required by Section 3808 of the Business Trust Statute. (b) Except as provided in Section 9.01(a9.1(a), neither the Depositor nor any Certificateholder shall not be entitled to revoke or terminate the Trust. (c) Notice of any dissolution termination of the Trust, specifying the Payment Distribution Date upon which the Certificateholders shall surrender their Certificates to the Certificate Paying Agent for payment of the final distributions distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.03 of the Sale and Servicing AgreementServicer, stating (i) the Payment Distribution 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 payment after reservation of sums sufficient to be made on such Payment Date will be made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. In the event that one or more of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor (subject to applicable escheatment laws). (d) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of pay all claims and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administratorobligations, the Owner Trustee shall, at the direction and expense of the Administrator, file a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act.if

Termination of Trust Agreement. (a) The Trust This Agreement (other than Article VIII) shall terminate and the Issuer shall dissolve and be wound up in accordance with Section 3808 of the Statutory Trust Act, upon the earliest 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 Paying Agent of all moneys or other property or proceeds of the Owner Trust Estate held by it 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) or ), and (ii) the election by the Servicer to purchase the Collateral (other than the Reserve Account) pursuant to Section 9.01 of the Sale and Servicing Agreement and the payment or distribution to all Securityholders [and the Swap Counterparty] of all amounts required to be paid to them under the Sale Indenture and Servicing Agreement and the Indenturethis Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall 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 Issuer or Owner Trust Estate, nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither the Depositor nor any Certificateholder shall not be entitled to revoke or terminate the TrustIssuer. (c) Notice of any dissolution termination of the TrustIssuer, specifying the Payment Distribution Date upon which the Certificateholders shall surrender their Certificates to the Paying Agent for payment of the final distributions and cancellation, shall shall, if any Certificates are then held by anyone other than the Depositor or any of its Affiliates, be given by the Owner Trustee to the Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.03 of the Sale and Servicing Agreement, stating (i) the Payment Distribution 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 Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that payment to be made on such Payment Distribution Date will be made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the 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 Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.02. In the event that one or more of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above above-mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust Issuer after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor (subject to applicable escheatment laws)Depositor. (d) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims Issuer and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administratorits termination, the Owner Trustee shall, at shall cause the direction and expense Certificate of the Administrator, file Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act. Thereupon, the Issuer and this Agreement (other than Article 8) shall terminate.

Termination of Trust Agreement. (a) The Trust This Agreement (other than Article Eight) and the Issuer shall dissolve terminate and be wound up in accordance with Section 3808 of the Statutory Trust Act, no further force or effect upon the earliest earlier to occur of (i) the purchase on any Distribution Date by the Transferor or the Servicer, or any successor Servicer, at its option, pursuant to Section 8.01(a) of the Sale and Servicing Agreement, of the Owner Trust Estate other than the Accounts and the Certificate Distribution Account, (ii) the final distribution by the Owner Trustee of all monies or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Sale and Servicing Agreement and Article Five or (iii) the Distribution Date next succeeding the month which is one year after the maturity or other liquidation of the last Receivable (or other asset) and the disposition of any amount received upon liquidation of any property remaining in the Owner Trust Estate and the final distribution by the Paying Agent of all moneys or other property or proceeds of the Trust Estate held by it 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) or (ii) the payment or distribution to all Securityholders of all amounts required to be paid to them under the Sale and Servicing Agreement and the IndentureEstate. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder Owner shall not (xi) operate to terminate this Agreement or the TrustIssuer, 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 Issuer or Owner Trust Estate, nor Estate or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither of the Certificateholder Depositor nor any Owner shall not be entitled to revoke or terminate the TrustIssuer. (c) The outstanding Trust Certificates are subject to redemption in whole, but not in part, pursuant to Section 8.01 of the Sale and Servicing Agreement; provided that the Issuer has available funds sufficient to pay the Certificate Balance, together with accrued interest at the Certificate Rate to but excluding the Distribution Date. Notice of any dissolution termination of the TrustIssuer, specifying the Payment Distribution Date upon which the Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distributions distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.03 8.01(b) of the Sale and Servicing Agreement, stating (i) the Payment Distribution Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent in The City of New York therein designated, (ii) the amount of any such final payment and (iii) that payment the Record Date otherwise applicable to be made on such Payment Distribution Date will be is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.02. In the event that one or more of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor (subject to applicable escheatment laws)5. (d) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administrator, the Owner Trustee shall, at the direction and expense of the Administrator, file a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act.

Termination of Trust Agreement. (a) The This Agreement (other than the provisions of Article VIII) shall terminate and be of no further force or effect and the Trust shall dissolve wind up and be wound up in accordance with Section 3808 of the Statutory Trust Actdissolve, upon the earliest of (i) upon the maturity or other liquidation of the last remaining Receivable (or other asset) in the Trust Estate and the final distribution by the Paying Agent disposition of all moneys any amounts received upon such maturity or other property or proceeds of the Trust Estate held by it in accordance with the terms of this Agreementliquidation, 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) or (ii) upon the payment or distribution to all Securityholders the Noteholders and the Certificateholders of all amounts required to be paid to them under pursuant to the terms of the Indenture, the Sale and Servicing Agreement and Article V or (iii) at the Indenturetime provided in Section 9.2. The bankruptcyAny Insolvency Event, liquidation, dissolution, death or incapacity of with respect to any Certificateholder 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 's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust Estate, or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. Upon dissolution of the Trust, the Owner Trustee shall wind up the business and affairs of the Trust as required by Section 3808 of the Business Trust Statute. (b) Except as provided in Section 9.01(a9.1(a), neither the Depositor nor any Certificateholder shall not be entitled to revoke or terminate the Trust. (c) Notice of any dissolution termination of the Trust, specifying the Payment Distribution Date upon which the Certificateholders shall surrender their Certificates to the Certificate Paying Agent for payment of the final distributions distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.03 of the Sale and Servicing AgreementServicer, stating (i) the Payment Distribution 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 (after reservation of sums sufficient to pay all claims and obligations, if any, known to the Owner Trustee and payable by the Trust) and (iii) that payment the Record Date otherwise applicable to be made on such Payment Distribution Date will be is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Certificate Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Certificates, the Certificate Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.02. In the event that one or more of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor (subject to applicable escheatment laws)5. (d) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administrator, the Owner Trustee shall, at the direction and expense of the Administrator, file a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act.

Termination of Trust Agreement. (a) The Trust shall dissolve and be wound up in accordance with Section 3808 of the Statutory Trust Act, upon the earliest of (i) the maturity or other liquidation of the last Receivable (or other asset) in the Trust Estate and the final distribution by the Paying Agent of all moneys or other property or proceeds of the Trust Estate held by it 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) or (ii) the payment or distribution to all Securityholders of all amounts required to be paid to them under the Sale and Servicing Agreement and the Indenture. The bankruptcy, liquidation, dissolution, death or incapacity of any 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 Estate, nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), the Certificateholder shall not be entitled to revoke or terminate the Trust. (c) Notice of any dissolution of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Paying Agent for payment of the final distributions and cancellation, shall be given by the Owner Trustee to the Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.03 of the Sale and Servicing Agreement, 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 Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that payment to be made on such Payment Date will be made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Delaware Trustee, the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. In the event that one or more of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor (subject to applicable escheatment laws)Depositor. (d) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administrator, the Owner Trustee shall, at the direction and expense of the Administrator, file a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act.

Termination of Trust Agreement. (a) The Trust shall dissolve and be wound up in accordance with Section 3808 of the Statutory Trust Act, upon the earliest earlier of (i) at the maturity or other liquidation option of the last Receivable Transferor (written notice of which shall be provided to the Owner Trustee), on any day on or other asset) in after the day on which the rights of all Series of Notes to receive payments from the Trust Estate have terminated (the “Trust Termination Date”) and (ii) dissolution of the final distribution Trust in accordance with applicable law. After satisfaction of liabilities of the Trust as provided by the Paying Agent of all moneys applicable law, any money or other property or proceeds held as part of the Trust Estate held by it 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 Assets following such distribution shall be deposited in the Collection Account pursuant distributed 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) or (ii) the payment or distribution to all Securityholders of all amounts required to be paid to them under the Sale and Servicing Agreement and the IndentureTransferor. The bankruptcy, liquidation, dissolution, termination, death or incapacity of any Certificateholder the Owner shall not (x) operate to terminate this Agreement or annul, dissolve or terminate the Trust, nor (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 Estateor Trust Assets, nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a8.01(a), neither the Certificateholder Transferor nor the Owner shall not be entitled to revoke revoke, dissolve or terminate the Trust. (c) Notice of any dissolution of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Paying Agent for payment of the final distributions and cancellation, shall be given by the Owner Trustee to the Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.03 of the Sale and Servicing Agreement, 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 Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that payment to be made on such Payment Date will be made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. In the event that one or more of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor (subject to applicable escheatment laws). (d) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims Trust and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administratorits termination, the Owner Trustee shall, at shall cause the direction and expense Nevada Certificate of the Administrator, file Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 88A.420 of the Statutory Business Trust ActStatute and thereupon the Trust and this Agreement (other than Article VI, Article VII and Section 10.08) shall terminate. Prior to filing such certificate of cancellation, the Owner Trustee may require certification from the Transferor as to compliance with this Section 8.01 and payment of fees and expenses.

Termination of Trust Agreement. (a) The This Trust Agreement (other than Article VII and Section 10.08) shall terminate and the Trust shall dissolve dissolve, wind up and be wound up terminate in accordance with Section 3808 of the Statutory Trust Act, Statute and be of no further force or effect upon the earliest earlier of (i) the maturity or other liquidation of the last Receivable (or other asset) in the Trust Estate and the final distribution by the Paying Agent of all moneys or other property or proceeds of the Owner Trust Estate held by it in accordance with the terms of this Agreement, the Indenture and the Sale this Trust Agreement 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) or (ii) the payment or distribution to all Securityholders of all of the assets of the Owner Trust Estate, in accordance with written instructions provided to the Certificate Paying Agent by the Certificateholder, following the optional redemption of the Notes effected by the Certificateholder pursuant to Section 8.06 of the Indenture; provided in each case that all amounts required owing to be the Noteholders to the extent payable from the Owner Trust Estate or proceeds thereof have been paid to them in full and that all obligations under the Sale and Servicing Agreement and the IndentureIndenture have been discharged. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (x) operate to terminate this Trust Agreement or the Trust, 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 Estate, nor or the Owner Trust Estate or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a8.01(a), neither the Depositor nor any Certificateholder shall not be entitled to revoke or terminate the Trust. (c) Notwithstanding anything to the contrary herein, the Trust shall not terminate upon the occurrence of a TMP Trigger Event or the REMIC Conversion. (d) Notice of any dissolution termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Certificate Paying Agent for payment of the final distributions distribution and cancellation, shall be given by the Owner Trustee Certificate Paying Agent by letter to the Certificateholders mailed within five (5) Business Days of receipt of notice of such termination the final payment on the Notes from the Servicer given pursuant to Section 10.03 of the Sale and Servicing AgreementSecurities Administrator, 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 payment the Record Date otherwise applicable to be made on such Payment Date will be is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Certificate Payment Agent therein specified. The Owner Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Certificates, the Certificate Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.025.01. In the event that one or more 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 Owner Trustee 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. 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 Certificates shall not have been surrendered for cancellation, the Owner Trustee Certificate Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Trust Agreement. Any funds remaining in the Trust Certificate Distribution Account after exhaustion of such remedies shall be distributed by the Owner Trustee Certificate Paying Agent to the Depositor (subject to applicable escheatment laws)Depositor. (de) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims Trust and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administratorits termination, the Owner Trustee shall, at the direction and expense of the Administratorholder of the Owner Trust Certificate, 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 3810(c) of the Statutory Trust ActStatute.

Termination of Trust Agreement. (a) The This Trust Agreement (other than Article VII) and the Trust shall dissolve terminate and be wound up in accordance with Section 3808 of the Statutory Trust Act, no further force or effect upon the earliest of (i) the maturity or other liquidation of the last Receivable (or other asset) in the Trust Estate and the final distribution by the Paying Agent of all moneys or other property or proceeds of the Owner Trust Estate held by it in accordance with the terms of this Agreement, the Indenture and the Sale and Servicing Agreement (includingthis Trust Agreement, 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) or (ii) the payment or distribution to all Securityholders of all of the assets of the Owner Trust Estate, in accordance with written instructions provided to the Owner Trustee by the Majority Certificateholder, following the optional redemption of the Notes by the Issuing Entity pursuant to Section 8.07 of the Indenture; provided in each case that all amounts required owing to be the Noteholders to the extent payable from the Owner Trust Estate or proceeds thereof have been paid to them in full and that all obligations under the Sale Indenture have been discharged and Servicing that all amounts owing to the Note Insurer under the Insurance Agreement and the Indenturehave been paid in full. The bankruptcy, liquidation, dissolution, death or incapacity of any 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 Estate, nor or the Owner Trust Estate or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a8.01(a), neither the Depositor nor any Certificateholder shall not be entitled to revoke or terminate the Trust. (c) Notice of any dissolution termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Certificate Paying Agent for payment of the final distributions distribution and cancellation, shall be given by the Owner Trustee Certificate Paying Agent by letter to Certificateholders and the Certificateholders Note Insurer mailed within five (5) Business Days of receipt of notice of such termination the final payment on the Notes from the Servicer given pursuant to Section 10.03 of the Sale and Servicing AgreementIndenture 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 payment the Record Date otherwise applicable to be made on such Payment Date will be is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Certificate Payment Agent therein specified. The Owner Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Certificates, the Certificate Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.025.01. In the event that one or more 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 Owner Trustee 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. 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 Certificates shall not have been surrendered for cancellation, the Owner Trustee Certificate Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Trust Agreement. Any funds remaining in the Trust Certificate Distribution Account after exhaustion of such remedies shall be distributed by the Owner Trustee Certificate Paying Agent to the Depositor (subject to applicable escheatment laws)Depositor. (d) Upon the completion of the winding up of the TrustTrust and its termination, including the payment or reasonable provision for payment of all claims and obligations in accordance with Section 3808 of the Statutory Trust Act notice thereof by the AdministratorMajority Certificateholder, the Owner Trustee shall, at shall cause the direction and expense Certificate of the Administrator, file Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 3810(c) of the Statutory Trust ActStatute.

Termination of Trust Agreement. (a) The This Trust Agreement (other than Article VII) and the Trust shall dissolve terminate and be wound up in accordance with Section 3808 of the Statutory Trust Act, no further force or effect upon the earliest of (i) the maturity or other liquidation of the last Receivable (or other asset) in the Trust Estate and the final distribution by the Paying Agent of all moneys or other property or proceeds of the Owner Trust Estate held by it in accordance with the terms of this Agreement, the Indenture and the Sale and Servicing Agreement (includingthis Trust Agreement, 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) or (ii) the payment or distribution to all Securityholders of all of the assets of the Owner Trust Estate, in accordance with written instructions provided to the Owner Trustee by Holders of a 100% Certificate Percentage Interest in the Certificates, following the optional redemption of the Bonds by the Issuer pursuant to Section 8.07 of the Indenture; provided in each case that all amounts required owing to be the Bondholders and the Bond Insurer to the extent payable from the Owner Trust Estate or proceeds thereof have been paid to them in full and that all obligations under the Sale and Servicing Agreement and the IndentureIndenture have been discharged. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (x) operate to terminate this Trust Agreement or the Trust, 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 Estate, nor or the Owner Trust Estate or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a8.01(a), neither the Depositor nor any Certificateholder shall not be entitled to revoke or terminate the Trust. (c) Notice of any dissolution termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Certificate Paying Agent for payment of the final distributions distribution and cancellation, shall be given by the Owner Trustee Certificate Paying Agent by letter to Certificateholders and the Certificateholders Bond Insurer mailed within five (5) Business Days of receipt of notice of such termination the final payment on the Bonds from the Servicer given pursuant to Section 10.03 of the Sale and Servicing AgreementIndenture 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 payment the Record Date otherwise applicable to be made on such Payment Date will be is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Certificate Payment Agent therein specified. The Owner Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Certificates, the Certificate Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.025.01. In the event that one or more 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 Owner Trustee 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. If Subject to applicable laws with respect to escheat of funds, if within one year after following the second notice all Payment Date on which final payment of the Certificates shall not was to have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor (subject to applicable escheatment laws). (d) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administrator, the Owner Trustee shall, at the direction and expense of the Administrator, file a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act.made pursuant to

Termination of Trust Agreement. (a) The This Trust Agreement (other than Article VII) and the Trust shall dissolve terminate and be wound up in accordance with Section 3808 of the Statutory Trust Act, no further force or effect upon the earliest of (i) the maturity or other liquidation of the last Receivable (or other asset) in the Trust Estate and the final distribution by the Paying Agent of all moneys or other property or proceeds of the Owner Trust Estate held by it in accordance with the terms of this Agreement, the Indenture and the Sale and Servicing Agreement (includingthis Trust Agreement, 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) or (ii) the payment Payment Date in December 2027, or (iii) the distribution to all Securityholders of all of the assets of the Owner Trust Estate, in accordance with written instructions provided to the Owner Trustee by Holders of a majority of the Certificates, following the optional redemption of the Bonds by the Issuer pursuant to Section 8.07 of the Indenture; provided in each case that all amounts required owing to be the Bondholders and the Bond Insurer to the extent payable from the Owner Trust Estate or proceeds thereof have been paid to them in full and that all obligations under the Sale and Servicing Agreement and the IndentureIndenture have been discharged. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (x) operate to terminate this Trust Agreement or the Trust, 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 Estate, nor or the Owner Trust Estate or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a8.01(a), neither the Company nor any Certificateholder shall not be entitled to revoke or terminate the Trust. (c) Notice of any dissolution termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Certificate Paying Agent for payment of the final distributions distribution and cancellation, shall be given by the Owner Trustee Certificate Paying Agent by letter to Certificateholders and the Certificateholders Bond Insurer mailed within five (5) Business Days of receipt of notice of such termination the final payment on the Bonds from the Servicer given pursuant to Section 10.03 of the Sale and Servicing AgreementIndenture 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 payment to be made on such Payment Date will be made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. In the event that one or more of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor (subject to applicable escheatment laws). (d) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administrator, the Owner Trustee shall, at the direction and expense of the Administrator, file a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act.,

Termination of Trust Agreement. (a) The This Agreement (other than Article VIII) and the Trust shall dissolve terminate and be wound up in accordance with Section 3808 of no further force or effect on the Statutory Trust Act, upon the earliest of earlier of: (i) the maturity final payment or other liquidation of the last Receivable (or other asset) in the Trust Estate [Mortgage Loans and the final distribution by the Paying Agent disposition of all moneys REO Properties] and the remittance of all funds due hereunder with respect to such [Mortgage Loans and REO Properties] or other property or proceeds the disposition of the Trust Estate held by it in accordance with [Mortgage Loans and REO Properties] at the terms direction 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 a majority of the Sale Certificateholders, in either case after the satisfaction and Servicing Agreement or to be released by the Indenture Trustee from the Lien discharge of the Indenture pursuant to the terms Section 4.01 of the Indenture) or ; and (ii) the payment or distribution expiration 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 all Securityholders the Court of all amounts required to be paid to them under the Sale and Servicing Agreement and the IndentureSt. James's). The bankruptcy, liquidation, dissolution, death death, or incapacity of any Certificateholder or the Company 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 Accounting or 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 obligations, and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a)9.1(a) above, none of the Company, the Servicer, the Bond Insurer, nor any Certificateholder shall not be entitled to revoke or terminate the Trust. (c) Notice of any dissolution termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Paying Agent Owner Trustee for payment of the final distributions and cancellation, shall be given by the Owner Trustee to the Certificateholders Certificateholders, the Bond Insurer, the Rating Agencies and the Trust Paying Agent mailed within five (5) Business Days of receipt by the Owner Trustee of notice of such termination from the Servicer given pursuant to Section 10.03 of 9.1(a) above, which notice given by the Sale and Servicing Agreement, stating Owner Trustee shall state (i) the Payment Date upon or with respect to which final payment of the Certificates shall be made upon presentation and surrender of the Certificates at the office of the Paying Agent Owner Trustee therein designated, (ii) the amount of any such final payment payment, and (iii) that payment the Record Date otherwise applicable to be made on such Payment Date will be is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Agent Owner Trustee therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Trust Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon The Owner Trustee shall give notice to the Trust Paying Agent of each presentation and surrender of Certificates promptly, and the Certificates, the Trust Paying Agent shall promptly cause to be distributed to the related Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. In the event that one or more of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor (subject to applicable escheatment laws5.2(a). (d) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims Trust and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administratorits termination, the Owner Trustee shall, at shall cause the direction and expense Certificate of the Administrator, file Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 3820 of the Statutory Business Trust ActStatute.

Termination of Trust Agreement. (a) The This Agreement and the Trust shall dissolve terminate and be wound up in accordance with Section 3808 of the Statutory Trust Act, no further force or effect upon the earliest of latest of (i) the maturity or other liquidation of the last Receivable (or other asset) in including the Trust Estate and the final distribution purchase by the Paying Agent Master Servicer at its option of all moneys or other property or proceeds the corpus of the Trust Estate held by it as described 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 Section 11.1 of the Sale and Servicing Agreement or to be released by Agreement) and the Indenture Trustee from subsequent distribution of amounts in respect of such Receivables as provided in the Lien of the Indenture pursuant to the terms of the Indenture) Basic Documents or (ii) the payment or distribution to all Securityholders Certificateholders of all amounts required to be paid to them under pursuant to this Agreement and the payment to the Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement Agreement; provided, however, that the rights to indemnification under Section 8.2 and the Indenturerights under Section 8.1 shall survive the termination of the Trust. The Master Servicer shall promptly notify the Owner Trustee and the Insurer of any prospective termination pursuant to this Section 9.1. The bankruptcy, liquidation, dissolution, death or incapacity of any 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 Estate, or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(aclause (a), neither the Depositor nor any other Certificateholder shall not be entitled to revoke or terminate the Trust. (c) Notice of any dissolution termination of the Trust, specifying the Payment Distribution Date upon which the Certificateholders shall surrender their Certificates to the Paying Trust Collateral Agent for payment of the final distributions distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Master Servicer given pursuant to Section 10.03 11.1(c) of the Sale and Servicing Agreement, stating (i) the Payment Distribution 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 Paying Trust Collateral Agent therein designated, (ii) the amount of any such final payment and payment, (iii) that payment the Record Date otherwise applicable to be made on such Payment Distribution Date will be is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Trust Collateral Agent therein specifiedspecified and (iv) interest will cease to accrue on the Certificates. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Trust Collateral Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Certificates, the Paying Trust Collateral Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.025.7 of the Sale and Servicing Agreement. In the event that one or more 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 Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, by the Owner Trustee to the Depositor and Holders shall look solely to the Depositor for payment. (d) Any funds remaining in the Trust after funds for final distribution have been distributed or set aside for distribution shall be distributed by the Owner Trustee to the Depositor (subject to applicable escheatment laws)Depositor. (de) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims Trust and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administratorits termination, the Owner Trustee shall, at shall cause the direction and expense Certificate of the Administrator, file Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Business Trust ActStatute.

Termination of Trust Agreement. (a) The Trust Issuer shall dissolve and wind up this Agreement shall terminate and be wound up in accordance with Section 3808 of the Statutory Trust Act, no further force or effect upon the earliest latest of (i) the maturity or other liquidation of the last Receivable (or including the purchase by the Servicer at its option of the Receivables and other assetTrust Property of the Issuer as described in Section 10.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Trust Estate Related Documents, (ii) the payment to Certificateholders and the final distribution by the Paying Agent Noteholders of all moneys or other property or proceeds of the Trust Estate held by it in accordance with the terms of amounts required to be paid to them pursuant to this Agreement, the Indenture and the Sale and Servicing Agreement (including, but not limited to, any property and proceeds the payment to be deposited in the Collection Account Insurer of all amounts payable or reimburseable to it pursuant to the terms of the Sale and Servicing Agreement or to be released by Agreement, (iii) the Indenture Trustee from the Lien expiration of the Indenture pursuant Note Policy in accordance with its terms, or (iv) payment to the terms of the Indenture) or (ii) the payment or distribution to all Securityholders Insurer of all amounts required due to be paid to them the Insurer under the Sale and Servicing Agreement Insurance Agreement; provided, however, that the rights to indemnification under Section 8.2 and the Indenturerights under Section 10.1 shall survive the dissolution of the Issuer. The Servicer shall promptly notify the Owner Trustee and the Insurer of any prospective termination or dissolution pursuant to this Section 9.1. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder Certificateholder, shall not (x) operate to terminate this Agreement or dissolve 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 affairs of the Issuer or Trust Estate, Property nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a9.1(a), the neither Triad, ABSC nor any Certificateholder shall not be entitled to revoke the trust created hereby or terminate otherwise dissolve the TrustIssuer. (c) Notice of any dissolution of the TrustIssuer, specifying the Payment Date upon which the Certificateholders Certificateholder(s) shall surrender their Certificates to the Paying Agent Indenture Trustee for payment of the final distributions distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders Certificateholder(s) mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.03 10.1(c) of the Sale and Servicing Agreement, 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 Paying Agent Indenture Trustee therein designated, (ii) the amount of any such final payment and payment, (iii) that payment the Record Date otherwise applicable to be made on such Payment Date will be is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Agent Indenture Trustee therein specifiedspecified and (iv) that no amount will thereafter be payable under the Certificates. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) Indenture Trustee at the time such notice is given to the CertificateholdersCertificateholder(s). Upon presentation and surrender of the Certificates, the Paying Agent Indenture Trustee shall cause to be distributed to the Certificateholders Certificateholder(s) amounts distributable on such Payment Date pursuant to Section 5.024.6(b)(xiii) of the Sale and Servicing Agreement. In the event that one or more all of the Certificateholders Certificateholder(s) shall not surrender their Certificates for cancellation within six two months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders Certificateholder(s) to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders Certificateholder(s) 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 Agreement. Any funds remaining in held by the Trust Issuer after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, by the Owner Trustee to TFSPC II and Holders shall look solely to TFSPC II for payment. (d) Any funds held by the Issuer after funds for final payment have been distributed or set aside for payment shall be distributed by the Owner Trustee to the Depositor (subject to applicable escheatment laws)TFSPC II. (de) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims Issuer and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administratorits termination, the Owner Trustee shall, at shall cause the direction and expense Certificate of the Administrator, file Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Business Trust ActStatute.

Termination of Trust Agreement. (a) The This Agreement (other than the provisions of Article VIII) shall terminate and be of no further force or effect and the Trust shall dissolve and be wound up in accordance with Section 3808 of the Statutory Trust Actdissolve, upon the earliest of (i) upon the maturity or other liquidation of the last remaining Receivable (or other asset) in the Trust Estate and the final distribution by the Paying Agent disposition of all moneys any amounts received upon such maturity or other property or proceeds of the Trust Estate held by it in accordance with the terms of this Agreementliquidation, 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) or (ii) upon the payment or distribution to all Securityholders the Noteholders and the Certificateholders of all amounts required to be paid to them under pursuant to the terms of the Indenture, the Sale and Servicing Agreement and Article V or (iii) at the Indenturetime provided in Section 9.2. The bankruptcyAny Insolvency Event, liquidation, dissolution, death or incapacity of with respect to any Certificateholder 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 's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust Estate, or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. Upon dissolution of the Trust, the Owner Trustee shall wind up the business and affairs of the Trust as required by Section 3808 of the Business Trust Statute. (b) Except as provided in Section 9.01(a9.1(a), neither the Depositor nor any Certificateholder shall not be entitled to revoke or terminate the Trust. (c) Notice of any dissolution termination of the Trust, specifying the Payment Distribution Date upon which the Certificateholders shall surrender their Certificates to the Certificate Paying Agent for payment of the final distributions distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.03 of the Sale and Servicing AgreementServicer, stating (i) the Payment Distribution 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 payment after reservation of sums sufficient to be made on such Payment Date will be made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. In the event that one or more of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor (subject to applicable escheatment laws). (d) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of pay all claims and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administratorobligations, the Owner Trustee shallif any, at the direction and expense of the Administrator, file a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act.known to

Termination of Trust Agreement. (a) The This Agreement (other than Section 6.9) and the Trust shall dissolve terminate and be wound up in accordance with Section 3808 of no further force or effect on the Statutory Trust Act, upon the earliest of earlier of: (i) the maturity or other liquidation of the last Receivable (or other asset) in the Trust Estate and the final distribution by the Paying Agent Owner Trustee of all moneys monies or other property or proceeds of the Owner Trust Estate held by it in accordance with the terms of this Agreementthe Indenture, the Indenture and the Sale Pooling and Servicing Agreement (including, but not limited to, any property and proceeds including the exercise by the Servicer of its option to be deposited in purchase the Collection Account Receivables pursuant to the terms Section 9.01(a) of the Sale Pooling and Servicing Agreement or to be released by the Indenture Trustee from the Lien of the Indenture pursuant to the terms of the IndentureAgreement) and Article V or (ii) at the payment or distribution to all Securityholders of all amounts required to be paid to them under the Sale and Servicing Agreement and the Indenturetime provided in Section 7.2. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder Certificateholder, other than the Seller as described in Section 7.2, 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 Estate, or the Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a7.1(a), neither the Seller nor any Certificateholder shall not be entitled to revoke or terminate the TrustTrust or this Agreement. (c) Notice of any dissolution termination of the Trust, except as otherwise provided in Section 7.2, specifying the Payment Distribution Date upon which the Certificateholders shall surrender their Certificates to the Paying Agent for payment of the final distributions distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.03 subsection 9.02(b) of the Sale Pooling and Servicing Agreement, stating stating: (i) the Payment Distribution Date upon or with respect to which the final payment of distribution on the Certificates shall be made upon presentation and surrender of the Certificates at the office of the Paying Agent therein designated, ; (ii) the amount of any such final payment and (iii) that payment to be made on such Payment Date will be made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. In the event that one or more of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor (subject to applicable escheatment laws). (d) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administrator, the Owner Trustee shall, at the direction and expense of the Administrator, file a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act.distribution; and

Termination of Trust Agreement. (a) The This Trust Agreement (other than Article VII) and the Trust shall dissolve terminate and be wound up in accordance with Section 3808 of the Statutory Trust Act, no further force or effect upon the earliest of (i) the maturity or other liquidation of the last Receivable (or other asset) in the Trust Estate and the final distribution by the Paying Agent of all moneys or other property or proceeds of the Owner Trust Estate held by it in accordance with the terms of this Agreement, the Indenture and the Sale and Servicing Agreement (includingthis Trust Agreement, 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) or (ii) the payment Payment Date in June 2028, or (iii) the distribution to all Securityholders of all of the assets of the Owner Trust Estate, in accordance with written instructions provided to the Owner Trustee by Holders of 100% of the Certificates, following the optional redemption of the Notes by the Issuer pursuant to Section 8.07 of the Indenture; provided in each case that all amounts required owing to be the Noteholders to the extent payable from the Owner Trust Estate or proceeds thereof have been paid to them in full and that all obligations under the Sale and Servicing Agreement and the IndentureIndenture have been discharged. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (x) operate to terminate this Trust Agreement or the Trust, 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 Estate, nor or the Owner Trust Estate or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a8.01(a), neither the Depositor nor any Certificateholder shall not be entitled to revoke or terminate the Trust. (c) Notice of any dissolution termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Certificate Paying Agent for payment of the final distributions distribution and cancellation, shall be given by the Owner Trustee Certificate Paying Agent by letter to the Certificateholders mailed within five (5) Business Days of receipt of notice of such termination the final payment on the Notes from the Servicer given pursuant to Section 10.03 of the Sale and Servicing AgreementIndenture 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 payment the Record Date otherwise applicable to be made on such Payment Date will be is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Certificate Payment Agent therein specified. The Owner Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Certificates, the Certificate Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.025.01. In the event that one or more 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 Owner Trustee 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. If Subject to applicable laws with respect to escheat of funds, if within one year after following the second notice all Payment Date on which final payment of the Certificates shall not was to have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor (subject to applicable escheatment laws). (d) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administrator, the Owner Trustee shall, at the direction and expense of the Administrator, file a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act.made pursuant to

Termination of Trust Agreement. (a) The Trust This Agreement (other than Article Eight) shall terminate and the Issuing Entity shall dissolve and be wound up in accordance with Section 3808 of the Statutory Trust ActStatute, upon the earliest earlier of (i) the maturity or other liquidation of the last Receivable (or other asset) in the Trust Estate and the final distribution by the Owner Trustee or the Paying Agent of all moneys funds or other property or proceeds of the Trust Estate held by it in accordance with the terms of this Agreement, the Indenture and the Sale this Agreement 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) or (ii) the election by the Servicer to purchase the 20[•]-[•] Series Certificate pursuant to Section 8.16 of the 20[•]-[•] Servicing Supplement and the payment or distribution to all Securityholders securityholders of all amounts required to be paid to them under the Sale Indenture and Servicing Agreement and this Agreement. The Administrative Agent shall notify the IndentureOwner Trustee upon the occurrence of either of the events described in clauses (i) or (ii) above. The bankruptcy, liquidation, dissolution, or termination, death or incapacity of any Trust Certificateholder shall not (x) operate to terminate this Agreement or the TrustIssuing Entity, nor (y) entitle such Trust Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Issuing Entity or Trust Estate, Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither the Depositor nor any other Trust Certificateholder shall not be entitled to revoke or terminate the TrustIssuing Entity. (c) Notice of any dissolution termination of the Trustthis Agreement pursuant to Section 9.01(a), specifying the Payment Date upon which the Trust Certificateholders shall surrender their Trust Certificates to the Paying Agent for final payment of the final distributions and cancellation, shall shall, if any Trust Certificates are then held by anyone other than the Depositor or its Affiliates, be given by the Owner Trustee by letter to the Trust Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.03 of the Sale and Servicing AgreementAdministrative Agent, stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that payment the Record Date otherwise applicable to be made on such Payment Date will be is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the 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 Paying Agent shall cause to be distributed to the Trust Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. In the event that 25 (NALT 20[●]-[●] Amended and Restated Trust Agreement) (d) If one or more of the Trust Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above above-mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Trust Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice notice, all of the Trust Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Trust Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust Issuing Entity after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor (subject to applicable escheatment laws)Administrative Agent. (de) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims Issuing Entity and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administratorits termination, the Owner Trustee shall, at shall cause the direction and expense Certificate of the Administrator, file Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust ActStatute.

Termination of Trust Agreement. (a) The This Trust Agreement (other than Article VII) and the Trust shall dissolve terminate and be wound up in accordance with Section 3808 of the Statutory Trust Act, no further force or effect upon the earliest of (i) the maturity or other liquidation of the last Receivable (or other asset) in the Trust Estate and the final distribution by the Paying Agent of all moneys or other property or proceeds of the Owner Trust Estate held by it in accordance with the terms of this Agreement, the Indenture and the Sale and Servicing Agreement (includingthis Trust Agreement, 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) or (ii) the payment Payment Date in June 2027, or (iii) the distribution to all Securityholders of all of the assets of the Owner Trust Estate, in accordance with written instructions provided to the Owner Trustee by Holders of 100% of the Certificates, following the optional redemption of the Bonds by the Issuer pursuant to Section 8.07 of the Indenture; provided in each case that all amounts required owing to be the Bondholders and the Bond Insurer to the extent payable from the Owner Trust Estate or proceeds thereof have been paid to them in full and that all obligations under the Sale and Servicing Agreement and the IndentureIndenture have been discharged. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (x) operate to terminate this Trust Agreement or the Trust, 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 Estate, nor or the Owner Trust Estate or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a8.01(a), neither the Depositor nor any Certificateholder shall not be entitled to revoke or terminate the Trust. (c) Notice of any dissolution termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Certificate Paying Agent for payment of the final distributions distribution and cancellation, shall be given by the Owner Trustee Certificate Paying Agent by letter to Certificateholders and the Certificateholders Bond Insurer mailed within five (5) Business Days of receipt of notice of such termination the final payment on the Bonds from the Servicer given pursuant to Section 10.03 of the Sale and Servicing AgreementIndenture 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 payment the Record Date otherwise applicable to be made on such Payment Date will be is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Certificate Payment Agent therein specified. The Owner Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Certificates, the Certificate Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.025.01. In the event that one or more 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 Owner Trustee 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. 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 Certificates shall not have been surrendered for cancellationcancella- tion, the Owner Trustee Certificate Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Trust Agreement. Any funds remaining in the Trust Certificate Distribution Account after exhaustion of such remedies shall be distributed by the Owner Trustee Certificate Paying Agent to the Depositor (subject to applicable escheatment laws)Holder of the Certificate. (d) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims Trust and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administratorits termination, the Owner Trustee shall, at shall cause the direction and expense Certificate of the Administrator, file Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 3810(c) of the Statutory Business Trust ActStatute.

Termination of Trust Agreement. (a) The This Trust Agreement (other than Article VII) and the Trust shall dissolve terminate and be wound up in accordance with Section 3808 of the Statutory Trust Act, no further force or effect upon the earliest of (i) the maturity or other liquidation of the last Receivable (or other asset) in the Trust Estate and the final distribution by the Paying Agent of all moneys or other property or proceeds of the Owner Trust Estate held by it in accordance with the terms of this Agreement, the Indenture and the Sale and Servicing Agreement (includingthis Trust Agreement, 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) or (ii) the payment Payment Date in June 2028, or (iii) the distribution to all Securityholders of all of the assets of the Owner Trust Estate, in accordance with written instructions provided to the Owner Trustee by Holders of 100% Certificate Percentage Interest of each Class of Certificates, following the optional redemption of the Notes by the Issuer pursuant to Section 8.07 of the Indenture; provided in each case that all amounts required owing to be the Noteholders to the extent payable from the Owner Trust Estate or proceeds thereof have been paid to them in full and that all obligations under the Sale and Servicing Agreement and the IndentureIndenture have been discharged. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (x) operate to terminate this Trust Agreement or the Trust, 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 Estate, nor or the Owner Trust Estate or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a8.01(a), neither the Depositor nor any Certificateholder shall not be entitled to revoke or terminate the Trust. (c) Notice of any dissolution termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Certificate Paying Agent for payment of the final distributions distribution and cancellation, shall be given by the Owner Trustee Certificate Paying Agent by letter to the Certificateholders mailed within five (5) Business Days of receipt of notice of such termination the final payment on the Notes from the Servicer given pursuant to Section 10.03 of the Sale and Servicing AgreementIndenture 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 payment the Record Date otherwise applicable to be made on such Payment Date will be is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Certificate Payment Agent therein specified. The Owner Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Certificates, the Certificate Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.025.01. In the event that one or more 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 Owner Trustee 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. If Subject to applicable laws with respect to escheat of funds, if within one year after following the second notice all Payment Date on which final payment of the Certificates shall not was to have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor (subject to applicable escheatment laws). (d) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administrator, the Owner Trustee shall, at the direction and expense of the Administrator, file a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act.made pursuant to

Termination of Trust Agreement. (a) The This Agreement and the Trust shall dissolve terminate and be wound up in accordance with Section 3808 of the Statutory Trust Act, no further force or effect upon the earliest latest of (i) the maturity or other liquidation of the last Receivable (or other asset) in including the Trust Estate and the final distribution purchase by the Paying Agent Servicer at its option of all moneys or other property or proceeds the corpus of the Trust Estate held by it as described 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 Section 11.1 of the Sale and Servicing Agreement or to be released by Agreement) and the Indenture Trustee from subsequent distribution of amounts in respect of such Receivables as provided in the Lien of the Indenture pursuant to the terms of the Indenture) Basic Documents or (ii) the payment or distribution to all Securityholders Certificateholders of all amounts required to be paid to them under pursuant to this Agreement and the payment to the Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement Agreement; provided, however, that the rights to indemnification under Section 8.2 and the Indenturerights under Section 8.1 shall survive the termination of the Trust. The Servicer shall promptly notify the Owner Trustee and the Insurer of any prospective termination pursuant to this Section 9.1. The bankruptcy, liquidation, dissolution, death or incapacity of any 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 Estate, or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(aclause (a), neither the Depositor nor any other Certificateholder shall not be entitled to revoke or terminate the Trust. (c) Notice of any dissolution termination of the Trust, specifying the Payment Distribution Date upon which the Certificateholders shall surrender their Certificates to the Paying Trust Collateral Agent for payment of the final distributions distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.03 11.1(c) of the Sale and Servicing Agreement, stating (i) the Payment Distribution 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 Paying Trust Collateral Agent therein designated, (ii) the amount of any such final payment and payment, (iii) that payment the Record Date otherwise applicable to be made on such Payment Distribution Date will be is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Trust Collateral Agent therein specifiedspecified and (iv) interest will cease to accrue on the Certificates. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Trust Collateral Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Certificates, the Paying Trust Collateral Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.025.7 of the Sale and Servicing Agreement. In the event that one or more 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 Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor (subject to applicable escheatment laws). (d) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administrator, the Owner Trustee shall, at the direction and expense of the Administrator, file a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act.their

Termination of Trust Agreement. (a) The This Agreement and the Trust shall dissolve terminate and be wound up in accordance with Section 3808 of the Statutory Trust Act, no further force or effect upon the earliest latest of (i) the maturity or other liquidation of the last Receivable (or other assetincluding the purchase by the Servicer at its option of the corpus of the Trust as described in Section 13.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Trust Estate Basic Documents and the final distribution by the Paying Agent (ii) six (6) months after distributions of all moneys or and other property or proceeds of the Owner Trust Estate held by it in accordance with the terms Indenture, Sale and Servicing Agreement and Article V 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) or (ii) including the payment or distribution to all Securityholders Certificateholders of all amounts required to be paid to them pursuant to this Agreement; provided, however, that the rights to indemnification under Section 8.2 shall survive the Sale and Servicing Agreement and termination of the IndentureTrust. The Servicer shall promptly notify the Owner Trustee of any prospective termination pursuant to this Section 9.1. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder 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 Estate, or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(aclause (a), neither the Depositor nor any Certificateholder shall not be entitled to revoke or terminate the Trust. (c) Notice of any dissolution termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distributions distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.03 13.1(c) of the Sale and Servicing Agreement, stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that payment the Record Date otherwise applicable to be made on such Payment Date will be is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Certificate Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Certificate Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.025.2. In the event that one or more all of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, by the Owner Trustee to the Depositor. (d) Any funds remaining in the Trust after funds for final distribution have been distributed or set aside for distribution shall be distributed by the Owner Trustee to the Depositor (subject to applicable escheatment laws)Class R Certificateholder. (d) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administrator, the Owner Trustee shall, at the direction and expense of the Administrator, file a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act.

Termination of Trust Agreement. (a) The This Trust Agreement (other than Article VII) and the Trust shall dissolve terminate and be wound up in accordance with Section 3808 of the Statutory Trust Act, no further force or effect upon the earliest of (i) the maturity or other liquidation of the last Receivable (or other asset) in the Trust Estate and the final distribution by the Paying Agent of all moneys or other property or proceeds of the Owner Trust Estate held by it in accordance with the terms of this Agreement, the Indenture and the Sale and Servicing Agreement (includingthis Trust Agreement, 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) or (ii) the payment or distribution to all Securityholders of all of the assets of the Owner Trust Estate, in accordance with written instructions provided to the Owner Trustee by the Majority Certificateholder, following the optional redemption of the Notes by the Issuer pursuant to Section 8.07 of the Indenture; provided in each case that all amounts required owing to be the Noteholders, the Note Insurer, the Pool Insurer and the Swap Provider to the extent payable from the Owner Trust Estate or proceeds thereof have been paid to them in full and that all obligations under the Sale and Servicing Agreement and the IndentureIndenture have been discharged. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (x) operate to terminate this Trust Agreement or the Trust, 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 Estate, nor or the Owner Trust Estate or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a8.01(a), neither the Depositor nor any Certificateholder shall not be entitled to revoke or terminate the Trust. (c) Notice of any dissolution termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Certificate Paying Agent for payment of the final distributions distribution and cancellation, shall be given by the Owner Trustee Certificate Paying Agent by letter to the Certificateholders mailed within five (5) Business Days of receipt of notice of such termination the final payment on the Notes from the Servicer given pursuant to Section 10.03 of the Sale and Servicing AgreementIndenture 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 payment the Record Date otherwise applicable to be made on such Payment Date will be is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Certificate Payment Agent therein specified. The Owner Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Certificates, the Certificate Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.025.01. In the event that one or more 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 Owner Trustee 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. 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 Certificates shall not have been surrendered for cancellation, the Owner Trustee Certificate Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Trust Agreement. Any funds remaining in the Trust Certificate Distribution Account after exhaustion of such remedies shall be distributed by the Owner Trustee Certificate Paying Agent to the Depositor (subject to applicable escheatment laws)Depositor. (d) Upon the completion of the winding up of the TrustTrust and its termination, including the payment or reasonable provision for payment of all claims and obligations in accordance with Section 3808 of the Statutory Trust Act notice thereof by the AdministratorMajority Certificateholder, the Owner Trustee shall, at shall cause the direction and expense Certificate of the Administrator, file Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 3810(c) of the Statutory Trust ActStatute.

Termination of Trust Agreement. (a) The This Agreement (other than Section 6.9) and the Trust shall dissolve terminate and be wound up in accordance with Section 3808 of the Statutory Trust Act, upon the earliest of (i) the maturity no further force or other liquidation of the last Receivable (or other asset) in the Trust Estate and effect on the final distribution by the Paying Agent Owner Trustee of all moneys monies or other property or proceeds of the Owner Trust Estate held by it in accordance with the terms of this Agreementthe Indenture, the Indenture and the Sale Pooling and Servicing Agreement (including, but not limited to, any property and proceeds including the exercise by the Servicer of its option to be deposited in purchase the Collection Account Loans pursuant to the terms Section 10.01 of the Sale Pooling and Servicing Agreement or Agreement) and Article V, subject to be released by the Indenture Trustee from the Lien Sections 3808(d) and (e) of the Indenture pursuant to the terms of the Indenture) or (ii) the payment or distribution to all Securityholders of all amounts required to be paid to them under the Sale and Servicing Agreement and the IndentureAct. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder Registered Owner or the Owner Trustee shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle such CertificateholderRegistered Owner’s or Owner Trustee’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust Estate, or the Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a7.1(a), neither the Certificateholder Transferor nor any Registered Owner shall not be entitled to revoke or terminate the TrustTrust or this Agreement. (c) Notice of any dissolution termination of the Trust, Trust specifying the Payment Distribution Date upon which the Certificateholders shall surrender their Certificates to the Paying Agent shall be responsible for payment of the final distributions and cancellationdistribution to the Registered Owners, shall be given by the Owner Trustee Paying Agent by letter to the Certificateholders Registered Owners mailed within five (5) Business Days of receipt of notice of such termination of the Pooling and Servicing Agreement from the Servicer given pursuant to Section 10.03 10.02 of the Sale Pooling and Servicing Agreement, stating stating: (i) the Payment Distribution Date upon or with respect to which the final payment of the Certificates distribution shall be made upon presentation and surrender of the Certificates at the office of the Paying Agent therein designated, made; (ii) the amount of any such final payment distribution; and (iii) that payment the Record Date that would otherwise be applicable to such Distribution Date shall not be made on such Payment Date will be made only upon presentation and surrender of the Certificates at the office of the applicable. The Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the CertificateholdersRegistered Owners. Upon presentation and surrender of the Certificates, the The Paying Agent shall cause to be distributed to the Certificateholders Registered Owners amounts distributable on such Payment Distribution Date pursuant to Section 5.02. In the event that one or more of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor (subject to applicable escheatment laws)5.1. (d) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims Trust and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administratorits termination, the Owner Trustee shallTrustee, at upon the written direction and expense of the Administrator, file Registered Owners shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act.

Termination of Trust Agreement. (a) The Trust shall dissolve and be wound up in accordance with Section 3808 of at the Statutory Trust Act, upon the earliest earlier of (i) the maturity or other liquidation of payment to the last Receivable (or other asset) in Noteholders, the Trust Estate Depositor and the final distribution by the Paying Agent of all moneys or other property or proceeds of the Trust Estate held by it 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) or (ii) the payment or distribution to all Securityholders Insurer of all amounts required to be paid to them under pursuant to the terms of the Indenture, the Sale and Servicing Allocation Agreement, the Insurance Agreement and ARTICLE V herein or (ii) the IndenturePayment Date next succeeding the month which is one year after the maturity or other liquidation of the last Contract and the disposition of any amounts received upon liquidation of any property remaining in the Trust; PROVIDED, HOWEVER, in each case, that the Policy shall have been terminated in accordance with its terms and returned to the Insurer for cancellation. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder the Depositor shall not (x) operate to terminate or dissolve this Agreement or the Trust, nor (y) entitle such Certificateholder’s the Depositor's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust Estate, nor (z) or Owner Trust Estate or otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), the Certificateholder The Depositor shall not be entitled to revoke or terminate the Trust. (c) Notice of any dissolution of the Trust, specifying the Payment Date upon which the Certificateholders Depositor shall surrender their Certificates the Depositor's Certificate to the Paying Agent for payment of the final distributions distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders Depositor mailed within five (5) Business Days of receipt by the Owner Trustee of written notice of such termination dissolution from the Servicer given pursuant to Section 10.03 of the Sale and Servicing AgreementServicer, stating (i) the Payment Date upon or with respect to which final payment of the Certificates Depositor's Certificate shall be made upon presentation and surrender of the Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that payment to be made on such Payment Date will be made only upon presentation and surrender of the Certificates Depositor's Certificate at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to , (ii) the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender amount of the Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. In the event that one or more of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor (subject to applicable escheatment laws). (d) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administrator, the Owner Trustee shall, at the direction and expense of the Administrator, file a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act.any

Termination of Trust Agreement. (a) The This Agreement and the Trust shall dissolve terminate and be wound up in accordance with Section 3808 of the Statutory Trust Act, no further force or effect upon the earliest latest of (i) the maturity or other liquidation of the last Receivable (or other assetincluding the purchase by the Servicer at its option of the corpus of the Trust as described in Section 9.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Trust Estate Basic Documents and the final distribution by the Paying Agent (ii) six (6) months after distributions of all moneys or and other property or proceeds of the Owner Trust Estate held by it in accordance with the terms Indenture, Sale and Servicing Agreement and Article V 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) or (ii) including the payment or distribution to all Securityholders Certificateholders of all amounts required to be paid to them pursuant to this Agreement; provided, however, that the rights to indemnification under Section 8.2 shall survive the Sale and Servicing Agreement and termination of the IndentureTrust. The Servicer shall promptly notify the Owner Trustee of any prospective termination pursuant to this Section 9.1. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder 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 Estate, or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(aclause (a), neither the Depositor nor any Certificateholder shall not be entitled to revoke or terminate the Trust. (c) Notice of any dissolution termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distributions distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.03 9.1(c) of the Sale and Servicing Agreement, stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that payment the Record Date otherwise applicable to be made on such Payment Date will be is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Certificate Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Certificate Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Certificate Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.025.2. In the event that one or more all of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, by the Owner Trustee to the Depositor. (d) Any funds remaining in the Trust after funds for final distribution have been distributed or set aside for distribution shall be distributed by the Owner Trustee to the Depositor (subject to applicable escheatment laws)Class R Certificateholder. (de) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims Trust and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administratorits termination, the Owner Trustee shall, at shall upon the written direction and expense of the Administrator, file Depositor cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Business Trust ActStatute.

Termination of Trust Agreement. (a) The Trust shall dissolve and be wound up in accordance with Section 3808 of the Statutory Trust Act, upon the earliest of (i) the maturity or other liquidation of the last Receivable 20[__]-[__] Contracts and the related 20[__]-[__] Leased Vehicles (or other asset) in the Trust Estate and the final distribution by the Paying Agent of all moneys or other property or proceeds of the Trust Estate held by it 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) or (ii) the payment or distribution to all Securityholders of all amounts required to be paid to them under the Sale and Servicing Agreement and the Indenture. The bankruptcy, liquidation, dissolution, death or incapacity of any 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 Estate, nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), the Certificateholder shall not be entitled to revoke or terminate the Trust. (c) Notice of any dissolution of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Paying Agent for payment of the final distributions and cancellation, shall be given by the Owner Trustee to the Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.03 of the Sale and Servicing AgreementServicer, 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 Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that payment to be made on such Payment Date will be made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Delaware Trustee, the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. In the event that one or more of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor (subject to applicable escheatment laws)Depositor. (d) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administrator, the Owner Trustee shall, at the direction and expense of the Administrator, file a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act.

Termination of Trust Agreement. (a) The This Agreement (other than Article VIII) shall terminate and the Trust shall dissolve and be wound up in accordance with Section 3808 of the Statutory Business Trust ActStatute, upon the earliest 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 Paying Agent of all moneys or other property or proceeds of the Owner Trust Estate held by it 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 Sections 3.02, 4.06, 5.02, 5.04, 5.05, 5.07, 5.08 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 the terms Section 10.01 or 10.02 of the Indenture) ), or (ii) the payment or distribution to all Securityholders of all amounts required to be paid to them under specified in Sections 3.02, 4.06, 5.02, 5.04, 5.06 or 9.02 of the Sale and Servicing Agreement and the IndentureAgreement. The bankruptcy, liquidation, dissolution, death or incapacity of any 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 Owner Trust Estate, nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither the Depositor nor any Certificateholder shall not be entitled to revoke or terminate the Trust. (c) Notice of any dissolution termination of the Trust, specifying the Payment Distribution Date upon which the Certificateholders shall surrender their Certificates to the Paying Agent for payment of the final distributions and cancellation, shall be given by the Owner Trustee to the Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.03 of the Sale and Servicing Agreement, stating (i) the Payment Distribution 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 Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that payment to be made on such Payment Distribution Date will be made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.02. In the event that one or more of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above above-mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor (subject to applicable escheatment laws)Depositor. (d) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims Trust and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administratorits termination, the Owner Trustee shall, at shall cause the direction and expense Certificate of the Administrator, file Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Business Trust ActStatute.

Termination of Trust Agreement. (a) The This Trust Agreement (other than Article VIII) and the Trust shall dissolve terminate and be wound up in accordance with Section 3808 of the Statutory Trust Act, no further force or effect upon the earliest of (i) the maturity or other liquidation of the last Receivable (or other asset) in the Trust Estate and upon the final distribution by the Paying Agent of all moneys or other property or proceeds of the Owner Trust Estate held by it in accordance with the terms of this Agreement, the Indenture and the Sale and Servicing Agreement (includingthis Trust Agreement, 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) or (ii) the payment Payment Date in ____________, (iii) at the time provided in Section 8.02 or distribution to all Securityholders (iv) purchase by the Servicer of all amounts required Mortgage Loans pursuant to be paid to them under Section 8.08 of the Sale and Servicing Agreement and the IndentureAgreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder Certificateholder, other than the Holder of the Designated Certificate as described in Section 8.02, shall not (x) operate to terminate this Trust Agreement or the Trust, nor Trust or (y) entitle 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 Estate, nor or the Owner Trust Estate or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a8.01(a), none of the Depositor, the Holder of the Designated Certificate or any other Certificateholder shall not be entitled to revoke or terminate the Trust. (c) Notice of any dissolution termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Certificate Paying Agent for payment of the final distributions distribution and cancellation, shall be given by the Owner Trustee Certificate Paying Agent by letter to Certificateholders and the Certificateholders Credit Enhancer mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.03 of the Sale and Servicing AgreementAdministrator, 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 payment to be made on such Payment Date will be made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. In the event that one or more of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor (subject to applicable escheatment laws). (d) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administrator, the Owner Trustee shall, at the direction and expense of the Administrator, file a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act.and

Termination of Trust Agreement. (a) The Trust This Agreement (other than Article Eight) shall terminate and the Issuing Entity shall dissolve and be wound up in accordance with Section 3808 of the Statutory Trust ActStatute, 25 (NALT 20[●]-[●] Amended and Restated Trust Agreement) Table of Contents upon the earliest earlier of (i) the maturity or other liquidation of the last Receivable (or other asset) in the Trust Estate and the final distribution by the Owner Trustee or the Paying Agent of all moneys funds or other property or proceeds of the Owner Trust Estate held by it in accordance with the terms of this Agreement, the Indenture and the Sale this Agreement 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) or (ii) the election by the Servicer to purchase the 20[•]-[•] Series Certificate pursuant to Section 9.03 and the payment or distribution to all Securityholders securityholders of all amounts required to be paid to them under the Sale Indenture and Servicing Agreement and this Agreement. The Administrative Agent shall notify the IndentureOwner Trustee upon the occurrence of either of the events described in clauses (i) or (ii) above. The bankruptcy, liquidation, dissolution, or termination, death or incapacity of any Trust Certificateholder shall not (x) operate to terminate this Agreement or the TrustIssuing Entity, nor (y) entitle such Trust Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Issuing Entity or Owner Trust Estate, Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither the Depositor nor any other Trust Certificateholder shall not be entitled to revoke or terminate the TrustIssuing Entity. (c) Notice of any dissolution termination of the Trustthis Agreement pursuant to Section 9.01(a), specifying the Payment Date upon which the Trust Certificateholders shall surrender their Trust Certificates to the Paying Agent for final payment of the final distributions and cancellation, shall shall, if any Trust Certificates are then held by anyone other than the Depositor or its Affiliates, be given by the Owner Trustee by letter to the Trust Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.03 of the Sale and Servicing AgreementAdministrative Agent, stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that payment the Record Date otherwise applicable to be made on such Payment Date will be is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the 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 Paying Agent shall cause to be distributed to the Trust Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. In the event that . (d) If one or more of the Trust Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above above-mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Trust Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice notice, all of the Trust Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Trust Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust Issuing Entity after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor Administrative Agent. 26 (subject to applicable escheatment laws).NALT 20[●]-[●] Amended and Restated Trust Agreement) Table of Contents (de) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims Issuing Entity and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administratorits termination, the Owner Trustee shall, at shall cause the direction and expense Certificate of the Administrator, file Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust ActStatute.

Termination of Trust Agreement. (a) The This Agreement (other than Article VIII) shall terminate and the Trust shall dissolve and be wound up in accordance with Section 3808 of terminate pursuant to the Statutory Trust Act, Statute and be of no further force or effect upon notice to the Indenture Trustee of the later of (A) payment in full of all amounts owing to the Insurer unless the Insurer shall otherwise consent (regardless of whether an Insurer Default exists and is continuing) and (B) the earliest of (i) the maturity final payment or other liquidation of the last Receivable (or other asset) Home Equity Loan remaining in the Trust Estate and Trust; (ii) the final distribution optional purchase by the Paying Agent of all moneys or other property or proceeds Master Servicer of the Trust Estate held by it Home Equity Loans as described 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 Section 8.01 of the Sale and Servicing Agreement or to be released by Agreement, (iii) the Indenture Trustee from sale of the Lien Home Equity Loans as described in Section 10.2 of the Indenture pursuant to and the terms corresponding redemption of the Indenture) or Notes; and (iiiv) the payment or distribution to all Securityholders of all amounts required to be paid to them under the Sale and Servicing Agreement and the IndenturePayment Date in October 2032. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder the 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 Estate, 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 9.01(a)Sections 9.1(a) and (b) above, neither the Certificateholder Depositor nor the Transferor shall not be entitled to revoke or terminate the Trust. (cd) Notice If any Ownership Interest is in certificated form, notice of any dissolution termination of the Trust, specifying the Payment Date upon which the Certificateholders Transferor shall surrender their Certificates Ownership Interest to the Paying Agent for payment of the final distributions and cancellation, shall be given by the Owner Trustee Registrar to the Certificateholders Transferor, the Insurer and the Rating Agencies mailed within five (5) Business Days of receipt by the Registrar of notice of such termination from the Servicer given pursuant to Section 10.03 of (a) or (b) above, which notice given by the Sale and Servicing Agreement, stating Owner Trustee shall state (i) the Payment Date upon or with respect to which final payment of the Certificates Registrar shall be made upon presentation and surrender of the Certificates Ownership Interest at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that payment the Record Date otherwise applicable to be made on such Payment Date will be is not applicable, payments being made only upon presentation submission of a claim for and surrender acknowledgment of final distribution under the Certificates Ownership Interest at the office of the Paying Agent therein specified. The Owner Trustee Registrar shall give such notice to the Certificate Registrar (if other than the Owner Trustee) Trustee and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the CertificateholdersTransferor. Upon presentation of such submission of a claim for and surrender acknowledgment of final distribution under the CertificatesOwnership Interest, the Paying Agent shall cause to be distributed to the Certificateholders Transferor amounts distributable on such Payment Date pursuant to Section 5.025.01 of the Sale and Servicing Agreement. In the event that one or more of the Certificateholders Transferor shall not surrender their 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 Owner Trustee Registrar shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution Transferor with respect thereto. If within Within one year after the such second notice all the Certificates shall not have been surrendered for cancellationnotice, the Owner Trustee Registrar may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders Transferor concerning surrender of their 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 the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor (subject to applicable escheatment laws). (de) Upon the completion of the winding up of the TrustTrust and its termination, including the payment or reasonable provision for payment of all claims Delaware Trustee and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administrator, the Owner Trustee shall, at shall cause the direction and expense Certificate of the Administrator, file Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust ActStatute.

Termination of Trust Agreement. (a) The Trust shall dissolve and be wound up in accordance with Section 3808 of the Statutory Trust Act, upon the earliest of (i) the maturity or other liquidation of the last Receivable 20[__]-[__] Leases and the related 20[__]-[__] Vehicles (or other asset) in the Trust Estate and the final distribution by the Paying Agent of all moneys or other property or proceeds of the Trust Estate held by it 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) or (ii) the payment or distribution to all Securityholders of all amounts required to be paid to them under the Sale and Servicing Agreement and the Indenture. The bankruptcy, liquidation, dissolution, death or incapacity of any 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 Estate, nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), the Certificateholder shall not be entitled to revoke or terminate the Trust. (c) Notice of any dissolution of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Paying Agent for payment of the final distributions and cancellation, shall be given by the Owner Trustee to the Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.03 of the Sale and Servicing AgreementServicer, 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 Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that payment to be made on such Payment Date will be made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Delaware Trustee, the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. In the event that one or more of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor (subject to applicable escheatment laws)Depositor. (d) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administrator, the Owner Trustee shall, at the direction and expense of the Administrator, file a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act.

Termination of Trust Agreement. (a) The This Agreement (other than Article IX) and the Trust shall dissolve terminate pursuant to the Business Trust Statute and be wound up in accordance with Section 3808 of no further force or effect on the Statutory Trust Act, upon the earliest earlier of (i) the maturity or other liquidation satisfaction and discharge of the last Receivable (or other asset) in the Trust Estate and the final distribution by the Paying Agent Indenture pursuant to Section 4.1 of all moneys or other property or proceeds of the Trust Estate held by it 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 termination 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) or and (ii) the payment or distribution 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 all Securityholders the Court of all amounts required to be paid to them under St. James's) alive on the Sale and Servicing Agreement and the Indenturedate hereof. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder the 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 Estate, 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 Servicer in the manner and subject to the provisions of Section 8.01 of the Sale and Servicing Agreement. (c) Except as provided in Section 9.01(a)Sections 10.1(a) and (b) above, none of the Depositor, the Certificateholder Seller, the Administrator, or the Transferor shall not be entitled to revoke or terminate the Trust. (cd) Notice of any dissolution termination of the Trust, specifying the Payment Date upon which the Certificateholders Transferor shall surrender their Certificates Transferor Interest to the Paying Agent for payment of the final distributions and cancellation, shall be given by the Owner Trustee Certificate Registrar to the Certificateholders Transferor, the Insurer and the Rating Agencies mailed within five (5) Business Days of receipt by the Certificate Registrar of notice of such termination from the Servicer given pursuant to Section 10.03 of (a) or (b) above, which notice given by the Sale and Servicing Agreement, stating Owner Trustee shall state (i) the Payment Date upon or with respect to which final payment of the Certificates Certificate Registrar shall be made upon presentation and surrender of the Certificates Transferor Interest at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that payment the Record Date otherwise applicable to be made on such Payment Date will be is not applicable, payments being made only upon presentation and surrender of the Certificates Transferor Interest at the office of the Paying Agent therein specified. The Owner Trustee Certificate Registrar shall give such notice to the Certificate Registrar (if other than the Owner Trustee) Trustee and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the CertificateholdersTransferor. Upon presentation and surrender of the CertificatesTransferor Interest, the Paying Agent shall cause to be distributed to the Certificateholders Transferor amounts distributable on such Payment Date pursuant to Section 5.025.01 of the Sale and Servicing Agreement. In the event that one or more of the Certificateholders Transferor shall not surrender their Certificates its Transferor Interest for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee Certificate Registrar shall give a second written notice to the remaining Certificateholders Transferor to surrender their Certificates the Transferor Interest for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates Transferor Interest shall not have been surrendered for cancellation, the Owner Trustee Certificate Registrar may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders Transferor concerning surrender of their Certificatesthe Transferor Interest, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee Paying Agent to the Depositor (subject to applicable escheatment laws)Transferor. (de) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims Trust and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administratorits termination, the Owner Trustee shall, at shall cause the direction and expense Certificate of the Administrator, file Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Business Trust ActStatute.

Termination of Trust Agreement. (a) The This Agreement (other than the provisions of Article VIII) shall terminate and be of no further force or effect and the Trust shall dissolve and be wound up in accordance with Section 3808 of the Statutory Trust Actdissolve, upon the earliest of (i) upon the maturity or other liquidation of the last remaining Receivable (or other asset) in the Trust Estate and the final distribution by the Paying Agent disposition of all moneys any amounts received upon such maturity or other property or proceeds of the Trust Estate held by it in accordance with the terms of this Agreementliquidation, 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) or (ii) upon the payment or distribution to all Securityholders the Noteholders and the Certificateholders of all amounts required to be paid to them under pursuant to the terms of the Indenture, the Sale and Servicing Agreement and Article V or (iii) at the Indenturetime provided in Section 9.2. The bankruptcyAny Insolvency Event, liquidation, dissolution, death or incapacity of with respect to any Certificateholder 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 's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust Estate, or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. Upon dissolution of the Trust, the Owner Trustee shall wind up the business and affairs of the Trust as required by Section 3808 of the Business Trust Statute. (b) Except as provided in Section 9.01(a9.1(a), neither the Depositor nor any Certificateholder shall not be entitled to revoke or terminate the Trust. (c) Notice of any dissolution termination of the Trust, specifying the Payment Distribution Date upon which the Certificateholders shall surrender their Certificates to the Certificate Paying Agent for payment of the final distributions distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.03 of the Sale and Servicing AgreementServicer, stating (i) the Payment Distribution 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 payment after reservation of sums sufficient to be made on such Payment Date will be made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. In the event that one or more of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor (subject to applicable escheatment laws). (d) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of pay all claims and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administratorobligations, the Owner Trustee shall, at the direction and expense of the Administrator, file a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act.if 42 44

Termination of Trust Agreement. (a) The Trust This Agreement (other than the provisions of Article Eight) shall terminate and be of no further force or effect and the Issuer shall dissolve and be wound up in accordance with Section 3808 of the Statutory Trust Act, upon the earliest earlier of (i) the payment to the Servicer, the Securityholders and the Insurer of all amounts required to be paid to them pursuant to Securities, the Indenture, the Sale and Servicing Agreement, the Insurance Agreement and Article Five, (ii) the Distribution Date next succeeding the month which is one year after the maturity or other liquidation of the last Receivable (or other asset) and the disposition of any amounts received upon liquidation of any property remaining in the Trust Estate and Issuer or (iii) upon the final distribution purchase of the Receivables by the Paying Agent of all moneys or other property or proceeds of Servicer in connection with an Optional Termination; provided, however, in each case, that the Trust Estate held by it Insurance Policy shall have been terminated in accordance with the its 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 returned 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) or (ii) the payment or distribution to all Securityholders of all amounts required to be paid to them under the Sale and Servicing Agreement and the IndentureInsurer for cancellation. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (xi) operate to 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 in any court for a partition or winding up of all or any part of the Issuer or the Trust Estate, nor Estate or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither the Depositor nor any Certificateholder shall not be entitled to revoke or terminate the TrustIssuer. (c) Notice of any dissolution termination of the TrustIssuer, specifying the Payment Distribution Date upon which the Certificateholders shall surrender their Certificates to the Paying Agent for payment of the final distributions distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.03 8.01(b) of the Sale and Servicing Agreement, stating (i) the Payment Distribution 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 Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that payment the Record Date otherwise applicable to be made on such Payment Distribution Date will be is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent shall cause to be distributed to Certificateholders, subject to Section 3808 of the Certificateholders Business Trust Statute, amounts distributable on such Payment Distribution Date pursuant to Section 5.02. The Servicer shall promptly notify each Rating Agency upon the final payment of the Certificates. (d) In the event that one or more 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 Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any Subject to applicable escheat laws, any funds remaining in the Trust Issuer after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor (subject to applicable escheatment laws)Seller, as holder of the Residual Interest. (de) Upon the completion of the winding up of the TrustIssuer, including the payment or reasonable provision for payment of all claims and obligations in accordance with Section 3808 of the Statutory Business Trust Act by the AdministratorStatute, and its termination, the Owner Trustee shall, at shall cause the direction and expense Certificate of the Administrator, file Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust ActState.

Termination of Trust Agreement. (a) The This Trust Agreement (other than Article VII) and the Trust shall dissolve terminate and be wound up in accordance with Section 3808 of the Statutory Trust Act, no further force or effect upon the earliest of (i) the maturity or other liquidation of the last Receivable (or other asset) in the Trust Estate and the final distribution by the Paying Agent of all moneys or other property or proceeds of the Owner Trust Estate held by it in accordance with the terms of this Agreement, the Indenture and the Sale and Servicing Agreement (includingthis Trust Agreement, 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) or (ii) the payment Payment Date in March 2028, or (iii) the distribution to all Securityholders of all of the assets of the Owner Trust Estate, in accordance with written instructions provided to the Owner Trustee by the Seller, following the optional redemption of the Notes by the Seller pursuant to Section 8.07 of the Indenture; provided in each case that all amounts required owing to be the Noteholders and the Note Insurer to the extent payable from the Owner Trust Estate or proceeds thereof have been paid to them in full and that all obligations under the Sale and Servicing Agreement and the IndentureIndenture have been discharged. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (x) operate to terminate this Trust Agreement or the Trust, 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 Estate, nor or the Owner Trust Estate or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a8.01(a), neither the Company nor any Certificateholder shall not be entitled to revoke or terminate the Trust. (c) Notice of any dissolution termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Certificate Paying Agent for payment of the final distributions distribution and cancellation, shall be given by the Owner Trustee Certificate Paying Agent by letter to Certificateholders and the Certificateholders Note Insurer mailed within five (5) Business Days of receipt of notice of such termination the final payment on the Notes from the Servicer given pursuant to Section 10.03 of the Sale and Servicing AgreementIndenture 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 payment the Record Date otherwise applicable to be made on such Payment Date will be is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Certificate Payment Agent therein specified. The Owner Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Certificates, the Certificate Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.025.01. In the event that one or more 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 Owner Trustee 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. If Subject to applicable laws with respect to escheat of funds, if within one year after following the second notice all Payment Date on which final payment of the Certificates shall not was to have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor (subject to applicable escheatment laws). (d) Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administrator, the Owner Trustee shall, at the direction and expense of the Administrator, file a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act.made pursuant to