Common use of Termination of Trust Agreement Clause in Contracts

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIII) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect (i) upon the payment to 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 and Article V or (ii) on the Payment 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 Trust in accordance with the terms and priorities set forth in the Indenture, the Sale and Servicing Agreement and 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 or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates, to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer, 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 the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent shall cause to be distributed to Certificateholders, amounts distributable on such Payment Date pursuant to Section 5.2. In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates, respectively, 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, as the case may be, concerning surrender of their Certificates as the case may be, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor. (d) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Trust Statute.

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIII) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect upon the latest of (i) upon the payment to 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 and Article V or (ii) on the Payment Date next succeeding the month which is one year after the maturity or other liquidation of the last Receivable and (including the disposition purchase by the Servicer at its option or by the Seller at its option of any amounts received upon liquidation the corpus of any property remaining in the Trust as described in accordance with the terms and priorities set forth in the Indenture, Section 10.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents, or (ii) the payment to the Certificateholder of all amounts required to be paid to it pursuant to this Agreement and Article V. the payment to the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement; PROVIDED, HOWEVER, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the termination of the Trust. The Seller or 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 legal representatives or heirs to claim an accounting 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) No Neither the Depositor nor the Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the 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 distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders the Certificateholder mailed within five (5) Business Days of receipt of notice of such termination from the ServicerServicer given pursuant to Section 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 the Record Date otherwise applicable to such Payment Distribution Date 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 at the time such notice is given to Certificateholdersthe Certificateholder. Upon presentation and surrender of the CertificatesCertificate, the Paying Trust Collateral Agent shall cause to be distributed to Certificateholders, the Certificateholder amounts distributable on such Payment Distribution Date pursuant to Section 5.25.7 of the Sale and Servicing Agreement. In the event that all of the Certificateholders Certificateholder shall not surrender their Certificates, as the case may be, Certificate for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders Certificateholder to surrender their Certificates, respectively, 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, as the case may be, Certificateholder concerning surrender of their Certificates as the case may beits Certificate, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any 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 DepositorHolder. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Business Trust Statute and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Trust Statute.

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIIIEight) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect upon the earlier of (i) upon the payment to the Noteholders and the Certificateholders final distribution of all amounts required to be paid to them pursuant to monies or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, the Sale and Servicing Agreement and Article V or Five and (ii) the expiration of 21 years from the death of the survivor of the descendants of Josexx X. Xxxxxxx, xxe late Ambassador of the United States to the Court of St. James's, living on the Payment 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 Trust in accordance with the terms and priorities set forth in the Indenture, the Sale and Servicing Agreement and Article V. 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 or Owner Trust Estate nor or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Certificateholder Except as provided in Section 9.01(a), neither the Depositor, the Insurer nor any Owner shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Distribution Date upon which the Certificateholders shall surrender their Certificates, Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee Trust Agent by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the ServicerServicer given pursuant to Section 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, Certificates at the office of the Paying Agent in the City of New York therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified. The Owner Trustee Trust Agent shall give such notice to the Certificate Registrar (if other than the Owner TrusteeTrust Agent) and the Paying Agent (if other than the Trust Agent) at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent shall cause to be distributed to Certificateholders, Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.2. In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates, respectively, 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, as the case may be, concerning surrender of their Certificates as the case may be, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor5. (d) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Trust Statute.

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIIIEight) and the Trust Issuer shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Statutory Trust Statute and be of no further force or effect upon the earlier to occur of (i) upon the payment purchase on any Payment Date by the Servicer, or any successor Servicer, at its option, pursuant to Section 8.01(a) of the Noteholders Sale and Servicing Agreement, of the Owner Trust Estate other than the Accounts and the Certificateholders Certificate Distribution Account, (ii) the final distribution by the Owner Trustee of all amounts required to be paid to them pursuant to 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 V Five or (iiiii) on the Payment 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 amount received upon liquidation of any property remaining in the Owner Trust in accordance with the terms and priorities set forth in the Indenture, the Sale and Servicing Agreement and Article V. Estate. 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 Trust Issuer or Owner Trust Estate nor or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Certificateholder Except as provided in Section 9.01(a), neither of the Depositor nor any Owner shall 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 termination of the TrustIssuer, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates, Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the ServicerServicer given pursuant to Section 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 Certificates, Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Certificateholders, Certificateholders amounts distributable on such Payment Date pursuant to Section 5.2. In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates, respectively, 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, as the case may be, concerning surrender of their Certificates as the case may be, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor5. (d) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Trust Statute.

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIII) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect (i) upon the payment to 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 and Article V or (ii) on the Payment 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 Trust in accordance with the terms and priorities set forth in the Indenture, the Sale and Servicing Agreement and 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 or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates, to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer, 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 the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent shall cause to be distributed to Certificateholders, amounts distributable on such Payment Date pursuant to Section 5.2. In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates, respectively, 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, as the case may be, concerning surrender of their Certificates as the case may be, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor. (d) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Trust Statute.

Termination of Trust Agreement. (a) This Trust Agreement (other than the provisions of Article VIIIVII) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect upon the earliest of (i) upon the payment to the Noteholders and the Certificateholders final distribution of all amounts required to be paid to them pursuant to the terms moneys or other property or proceeds of the Indenture, the Sale and Servicing Agreement and Article V or (ii) on the Payment 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 Owner Trust Estate in accordance with the terms of the Indenture and priorities set forth this Trust Agreement, (ii) the distribution of all of the assets of the Owner Trust Estate, in accordance with written instructions provided to the Owner Trustee by the Majority Certificateholder, following the optional redemption of the Bonds by the Issuer pursuant to Section 8.07 of the Indenture, ; provided in each case that all amounts owing to the Sale Bondholders and Servicing Agreement the Bond Insurer to the extent payable from the Owner Trust Estate or proceeds thereof have been paid in full and Article V. that all obligations under the Indenture have been discharged. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (x) operate to terminate this Trust Agreement or the Trust, nor Trust or (y) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or the Owner Trust Estate nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Except as provided in Section 8.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates, Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee Certificate Paying Agent by letter to Certificateholders and the Bond Insurer mailed within five (5) Business Days of receipt of notice of such termination the final payment on the Bonds from the ServicerIndenture 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, Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Certificate Payment Agent therein specified. The Owner Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders, Certificateholders amounts distributable on such Payment Date pursuant to Section 5.25.01. In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, Certificates for cancellation within six (6) 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, respectively, 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, as the case may be, Certificateholders concerning surrender of their Certificates as the case may beCertificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Trust Agreement. Subject to applicable escheat laws, any 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. (d) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 3810(c) of the Business Statutory Trust Statute.

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIII) and the The Trust shall dissolve, wind-up and terminate dissolve in accordance with Section 3808 of the Business Statutory Trust Statute and be of no further force or effect (i) upon the payment Act immediately prior to the Noteholders and final distribution by the Certificateholders Owner Trustee of all amounts required to be paid to them pursuant to 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 V or (iiincluding the exercise by the Servicer of its option to purchase the Receivables pursuant to Section 8.01(a) on the Payment 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 Trust in accordance with the terms and priorities set forth in the Indenture, the Sale and Servicing Agreement Agreement) and 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 ’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or the Owner Trust Estate nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the TrustTrust or this Agreement. (c) Notice Subject to Section 5.2(a), notice of any termination dissolution of the Trust, specifying the Payment Distribution Date upon which the Certificateholders shall surrender their Certificates, Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the ServicerServicer given pursuant to Section 8.01(c) of the 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, Certificates at the office of the Paying Agent therein designated, ; (ii) the amount of any such final payment payment; and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent shall cause to be distributed to Certificateholders, Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.2. In the event that . (d) If all of the Certificateholders shall not surrender their Certificates, as the case may be, Certificates for cancellation within six (6) months after the date specified in the above mentioned written noticenotice referred to in Section 7.1(c), the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates, respectively, Certificates for cancellation and receive the final distribution with respect thereto. If within one (1) 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, as the case may be, Certificateholders concerning surrender of their Certificates as the case may beCertificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable laws with respect to escheat lawsof funds, any funds remaining in the Trust after exhaustion of such remedies in the preceding sentence shall be deemed property of the last Certificateholders of record and distributed by the Owner Trustee to such Certificateholders, and the DepositorOwner Trustee shall have no further liability to the Certificateholders with respect thereto. (de) Upon the winding up and termination of the Trust in accordance with Section 3808 of the Statutory Trust Act and its terminationthis Section 7.1 at the written direction and expense of the Certificateholders, the Owner Trustee shall cause the Certificate of Trust to be cancelled canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Statutory Trust StatuteAct. Thereupon, this Agreement (other than Sections 6.9, 9.8 and 9.9) and the Trust shall terminate.

Termination of Trust Agreement. (a) This Trust Agreement (other than the provisions of Article VIII) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect and the Trust shall dissolve upon the earlier of (i) upon the payment to the Servicer, 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 and Article V or hereof and (ii) on the Payment Distribution Date next succeeding the month which is one year after the maturity or other liquidation of the last Receivable and the disposition of any amounts received upon liquidation of any property remaining in the Trust in accordance with the terms and priorities set forth in the Indenture, the Sale and Servicing Agreement and Article V. Trust. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (x) operate to terminate this Trust 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) or otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Distribution Date upon which the Certificateholders shall surrender their Certificates, Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the 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, Certificates at the office of the Paying Agent therein designatedspecified, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent shall cause to be distributed to the Certificateholders, subject to Section 3808 of the Statutory Trust Statute, amounts distributable on such Payment Distribution Date pursuant to Section 5.2. In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates, respectively, 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, as the case may be, Certificateholders concerning surrender of their Certificates as the case may be, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Trust Agreement. Subject to applicable escheat laws, any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the DepositorCertificateholders in proportion to each Certificateholder’s Certificate Percentage Interest. (d) Upon the winding up of the Trust, in accordance with Section 3808 of the Statutory Trust Statute, and its termination, the Owner Trustee shall shall, at the written direction of the Depositor, cause the Certificate of Trust to be cancelled canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Statutory Trust Statute.

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIII) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect (i) upon the payment completion of winding up the Trust after its dissolution, which dissolution shall occur immediately prior to the Noteholders and final distribution by the Certificateholders Owner Trustee or Paying Agent of all amounts required to be paid to them pursuant to monies or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, the Sale and Servicing Agreement Exchange Note Transfer Agreement, and Article V or (ii) on the Payment Date next succeeding the month which is one year after the maturity or other liquidation of the last Receivable V, and the disposition Administrator shall wind up the affairs of any amounts received upon liquidation of any property remaining in the Trust in accordance with the terms and priorities set forth in manner contemplated by Section 3808 of the Indenture, the Sale and Servicing Agreement and Article V. Statutory Trust Act. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor Trust or (y) entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Except as provided in Section 9.01(a), neither the Depositor nor any Certificateholder shall be entitled to dissolve, revoke or terminate the Trust. (c) Notice of any termination dissolution of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates, Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee Paying Agent by letter to Certificateholders mailed transmitted within five (5) Business Days of receipt of actual notice of such termination from the ServicerServicer given pursuant to Section 15.1(b) of the Exchange Note Servicing Supplement, 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 Certificates, Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, and, as a result, payments being will be made only upon presentation and surrender of the Trust Certificates by Certificateholders at the office of the Paying Agent therein specified. The Owner Trustee Paying Agent shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent Owner Trustee at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Certificateholders, Certificateholders amounts distributable on such Payment Date pursuant to Section 5.25.02. In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, Trust Certificates for cancellation within six (6) months after the date specified in the above above-mentioned written notice, the Owner Trustee Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates, respectively, Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Owner Trustee or Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders, as the case may be, Certificateholders concerning surrender of their Certificates as the case may beTrust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any Any funds remaining in the Trust Estate after exhaustion of such remedies shall be distributed by the Owner Trustee to the DepositorDepositor subject to applicable escheat laws. (d) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Trust Statute.

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIII) and the The Trust shall dissolve, wind-liquidate and be wound up and terminate in accordance with Section 3808 of the Business Statutory Trust Statute and be of no further force or effect upon (i) upon the payment to final distribution by the Noteholders and the Certificateholders Trustee or any other party acting as paying agent of all amounts required to be paid to them pursuant to moneys or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, the Sale and Servicing Agreement and Article V V, upon which the Trustee or any other party acting as paying agent shall notify the Owner Trustee and the Trust Depositor in writing and (ii) on the Payment Date next succeeding the month which is one year after the maturity or other liquidation written consent of the last Receivable and the disposition of any amounts received upon liquidation of any property remaining in the Trust in accordance with the terms and priorities set forth in the Indenture, the Sale and Servicing Agreement and Article V. Certificateholders. The bankruptcy, liquidation, termination, dissolution, death or incapacity of any Certificateholder shall not (x) operate to dissolve or terminate this Trust Agreement or the Trust, nor Trust or (y) entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Except as provided in Section 9.01(a), neither the Trust Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates, Trust Certificates to the Paying Agent Trustee or any other party acting as paying agent of the Trustee for payment of the final distribution and cancellation, shall be given by the Owner Trustee or any other party acting as paying agent by letter to Certificateholders mailed within five (5) Business Days of receipt of written notice of such termination from the Servicer stating, as set forth in such notice from the Servicer, 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 Certificates, Trust Certificates at the office of the Paying Agent Trustee therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Agent Trustee therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent Owner Trustee at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent Trustee shall cause to be distributed to Certificateholders, Certificateholders amounts distributable on such Payment Date pursuant to Section 5.25.02. In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, Trust Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates, respectively, 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, as the case may be, Certificateholders concerning surrender of their Certificates as the case may beTrust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Trust Agreement. Subject to applicable escheat laws, any Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee or any other party acting as paying agent, to the Trust Depositor. Certificateholders shall thereafter look solely to the Trust Depositor as general unsecured creditors. (d) Upon the winding up of the Trust and its terminationpayment of all liabilities in accordance with Section 3808 of the Statutory Trust Statute, the paying agent shall make a final distribution to the Certificateholders in accordance with Article V and Section 9.01(c) above and the Administrator shall instruct the Owner Trustee shall to cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Statutory Trust Statute. Thereupon, the Trust and this Trust Agreement (other than the rights, benefits, protections, privileges and immunities of the Owner Trustee and the Trust Company) shall terminate.

Termination of Trust Agreement. (a) This Agreement (The Issuer shall dissolve on the Payment Date next succeeding the month which is six months after the final distribution by the Owner Trustee of all moneys or other than property or proceeds of the provisions of Article VIII) and the Owner Trust shall dissolve, wind-up and terminate Estate in accordance with Section 3808 the terms of the Business Trust Statute Indenture, the Sale and be of no further force or effect (i) upon Servicing Agreement and Article V, including the payment to the Noteholders and the Certificateholders of all amounts required to be paid to them pursuant to the terms of the Indenturethis Agreement; provided, the Sale and Servicing Agreement and Article V or (ii) on the Payment 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 however, that in no event shall the Trust in accordance with created by this Agreement continue beyond the terms and priorities set forth in expiration of 21 years from the Indenture, the Sale and Servicing Agreement and Article V. date of this Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder, any Certificate Owner or the Class R Certificateholder shall not (x) operate to terminate this Agreement or the TrustIssuer, nor (y) entitle such Certificateholder's, such Certificate Owner's or the Class R Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust Issuer or the Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Except as provided in clause (a), none of the Depositor, the Class R Certificateholder or any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the TrustIssuer, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates, Certificates to the Owner Trustee or the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the ServicerServicer given pursuant to Section 9.1(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, Certificates at the office of the Owner Trustee or the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Owner Trustee or the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Certificates, the Owner Trustee or the Paying Agent shall cause to be distributed to Certificateholders, the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.2. In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates, respectively, 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, as the case may be, concerning surrender of their Certificates as the case may be, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor5. (d) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Trust Statute.

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIIIEight) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect and the Issuer shall dissolve upon the earlier of (i) upon the payment to the Noteholders Servicer, the Trustees and the Certificateholders Securityholders of all amounts required to be paid to them pursuant to the terms of the Indenture, the Sale and Servicing Agreement and Article V or Five, (ii) on the Payment Distribution Date next succeeding the month which is one year after the maturity or other liquidation of the last Receivable and the disposition of any amounts received upon liquidation of any property remaining in the Trust Issuer or (iii) upon the purchase of the Receivables by the Servicer in accordance connection with an Optional Purchase and retirement of the terms and priorities set forth in the Indenture, the Sale and Servicing Agreement and Article V. 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 ’s legal representatives or heirs to claim an accounting or to take any action or proceeding Proceeding in any court for a partition or winding up of all or any part of the Issuer or the Trust Property or Owner Trust Estate nor (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Except as provided in Section 9.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke revoke, dissolve or terminate the TrustIssuer. (c) Notice of any termination of the TrustIssuer, specifying the Payment Distribution Date upon which the Certificateholders shall surrender their Certificates, Certificates to the Paying Agent Owner Trustee for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the 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, Certificates at the office of the Paying Agent Owner Trustee therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, 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 at the time such notice is given to 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 Delaware Statutory Trust Act, amounts distributable on such Payment Distribution Date pursuant to Section 5.2. 5.01. (d) In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates, respectively, 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, as the case may be, Certificateholders concerning surrender of their Certificates as the case may be, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. 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 DepositorSeller, as Certificateholder. (de) Upon the winding up of the Issuer, in accordance with Section 3808 of the Delaware Statutory Trust and its terminationAct, the Owner Trustee Trustee, at the expense of the Depositor, 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 Business Delaware Statutory Trust StatuteAct and the Issuer and this Agreement (other than Article Eight) shall terminate and be of no further force or effect.

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIII) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect upon the earlier of (i) upon the payment to the Noteholders and the Certificateholders final distribution of all amounts required to be paid to them pursuant to monies or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, the Sale and Servicing Agreement and Article V or Five and (ii) on the Payment Date next succeeding expiration of 21 years from the month which is one year after the maturity or other liquidation death of the last Receivable and survivor of the disposition descendants of any amounts received upon liquidation of any property remaining in the Trust in accordance with the terms and priorities set forth in the IndentureXxxxxx X. Xxxxxxx, the Sale and Servicing Agreement and Article V. 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 or Owner Trust Estate nor or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Certificateholder Except as provided in Section 9.01(a), neither the Depositor, the Insurer nor any Owner shall be entitled to revoke or terminate dissolve the Trust. (c) Notice of any termination dissolution of the Trust, specifying the Payment Distribution Date upon which the Certificateholders Owners shall surrender their Certificates, Residual Interest Instruments to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee Trust Agent by letter to Certificateholders Owners mailed within five (5) Business Days of receipt of notice of such termination from the ServicerServicer given pursuant to Section 8.01(b) of the Sale and Servicing Agreement, stating (i) the Payment Distribution Date upon or with respect to which final payment distribution in respect of the Certificates Residual Interest Instruments shall be made upon presentation and surrender of the Certificates, Residual Interest Instruments at the office of the Paying Agent in the City of New York therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates Residual Interest Instruments at the office of the Paying Agent therein specified. The Owner Trustee Trust Agent shall give such notice to the Certificate Registrar (if other than the Owner TrusteeTrust Agent) and the Paying Agent (if other than the Trust Agent) at the time such notice is given to CertificateholdersOwners. Upon After satisfaction of any liabilities of the Trust in accordance with the Statutory Trust Statute, and upon presentation and surrender of the CertificatesResidual Interest Instruments, the Paying Agent shall cause to be distributed to CertificateholdersOwners, on a pro rata basis, any amounts distributable on such Payment Date pursuant to Section 5.2remaining in the Residual Distribution Account and the Trust upon the termination of this Agreement. In addition, the Trust Agent shall notify the Rating Agencies upon the final distribution in respect of the Residual Interest Instruments. (d) In the event that all of the Certificateholders Owners shall not surrender their Certificates, as the case may be, Residual Interest Instruments for cancellation within six (6) months after the date specified in the above above-mentioned written notice, the Owner Trustee Trust Agent shall give a second written notice to the remaining Certificateholders Owners to surrender their Certificates, respectively, Residual Interest Instruments for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates Owners shall not have been surrendered for cancellation, the Owner Trustee Trust Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders, as the case may be, Owners concerning surrender of their Certificates as the case may beResidual Interest Instruments, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor. (de) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Statutory Trust Statute. Upon the filing of such certificate, the Trust and this Agreement (other than Article VIII) shall terminate and be of no further force or effect.

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIIIEight) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect upon the earlier of (i) upon the payment to the Noteholders and the Certificateholders final distribution of all amounts required to be paid to them pursuant to monies or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, the Sale and Servicing Agreement and Article V or Five and (ii) the expiration of 21 years from the death of the survivor of the descendants of Josexx X. Xxxxxxx, xxe late Ambassador of the United States to the Court of St. James's, living on the Payment 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 Trust in accordance with the terms and priorities set forth in the Indenture, the Sale and Servicing Agreement and Article V. 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 or Owner Trust Estate nor or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Certificateholder Except as provided in Section 9.01(a), neither the Depositor, the Insurer nor any Owner shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Distribution Date upon which the Certificateholders Owners shall surrender their Certificates, Residual Interest Instruments to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee Trust Agent by letter to Certificateholders Owners mailed within five (5) Business Days of receipt of notice of such termination from the ServicerServicer given pursuant to Section 8.01(b) of the Sale and Servicing Agreement, stating (i) the Payment Distribution Date upon or with respect to which final payment distribution in respect of the Certificates Residual Interest Instruments shall be made upon presentation and surrender of the Certificates, Residual Interest Instruments at the office of the Paying Agent in the City of New York therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates Residual Interest Instruments at the office of the Paying Agent therein specified. The Owner Trustee Trust Agent shall give such notice to the Certificate Registrar (if other than the Owner TrusteeTrust Agent) and the Paying Agent (if other than the Trust Agent) at the time such notice is given to CertificateholdersOwners. Upon presentation and surrender of the CertificatesResidual Interest Instruments, the Paying Agent shall cause to be distributed to CertificateholdersOwners on a pro rata basis any amounts remaining in the Trust upon the termination of this Agreement. In addition, amounts distributable on such Payment Date pursuant to Section 5.2. the Trust Agent shall notify the Rating Agencies upon the final distribution in respect of the Residual Interest Instruments. (d) In the event that all of the Certificateholders Owners shall not surrender their Certificates, as the case may be, Residual Interest Instruments for cancellation within six (6) months after the date specified in the above above-mentioned written notice, the Owner Trustee Trust Agent shall give a second written notice to the remaining Certificateholders Owners to surrender their Certificates, respectively, Residual Interest Instruments for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates Owners shall not have been surrendered for cancellation, the Owner Trustee Trust Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders, as the case may be, Owners concerning surrender of their Certificates as the case may beResidual Interest Instruments, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor. (de) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Trust Statute.

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIIIVIII and Section 11.08) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect (i) effect, upon the payment to final distribution by the Noteholders and the Certificateholders Owner Trustee of all amounts required to be paid to them pursuant to 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 V or (ii) on the Payment Date next succeeding the month which is one year after the maturity V. Any money or other liquidation property held as part of the last Receivable and Owner Trust Estate following such distribution shall be distributed to the disposition of any amounts received upon liquidation of any property remaining in the Trust in accordance with the terms and priorities set forth in the Indenture, the Sale and Servicing Agreement and Article V. Depositor. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor or (y) entitle such the Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Distribution Date upon which the Certificateholders shall surrender their Certificates, the Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the ServicerServicer given pursuant to Section 9.01(c) of the Sale and Servicing Agreement, stating (i) the Payment Distribution Date upon or with respect to which final payment of the Certificates shall be made upon presentation and surrender of the Certificates, Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent shall cause to be distributed to Certificateholders, the Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.25.02. In the event that all of the Certificateholders a Certificateholder shall not surrender their Certificates, as the case may be, its Certificate for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders Certificateholder to surrender their Certificates, respectively, the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates any 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, as the case may be, Certificateholder concerning surrender of their Certificates as the case may beCertificate, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor. (d) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Statutory Trust Statute.

Termination of Trust Agreement. (a) This Trust Agreement (other than the provisions of Article VIII) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect upon (i) upon the payment termination of the Trust pursuant to Section 9.01(c), (ii) the Noteholders and the Certificateholders final distribution of all amounts required to be paid to them pursuant to moneys or other property or proceeds of the Trust Estate in accordance with the terms of Section 3808 of the Statutory Trust Act, the Indenture, the Sale and Servicing Agreement and Article V or this Trust Agreement and (iiiii) on the Payment Date next succeeding the month which is one year after the maturity or other liquidation filing of the last Receivable and the disposition a certificate of any amounts received upon liquidation of any property remaining in the Trust cancellation in accordance with Section 3810 of the terms and priorities set forth in the Indenture, the Sale and Servicing Agreement and Article V. Statutory Trust Act. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder the holder of the Trust Certificate shall not (x) operate to terminate this Trust Agreement or the Trust, nor (y) entitle such Certificateholder's holder’s legal representatives or heirs to claim an accounting 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) No Certificateholder Except as provided in Section 9.01(a), neither the Depositor nor any holder of the Trust Certificate shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Distribution Date upon which the Certificateholders holder of the Trust Certificate shall surrender their Certificates, its Trust Certificate to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Owner Trustee by letter to Certificateholders the holder of the Trust Certificate mailed within five (5) Business Days of receipt of notice of such termination from the ServicerAdministrator given pursuant to Section 9.01(b) of the Sale and Servicing Agreement, stating (i) the Payment Distribution Date upon or with respect to which final payment of the Certificates Trust Certificate shall be made upon presentation and surrender of the Certificates, Trust Certificate at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates Trust Certificate 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 at the time such notice is given to Certificateholdersthe holder of the Trust Certificate. Upon Subject to Section 3808 of the Statutory Trust Act, upon presentation and surrender of the CertificatesTrust Certificate, the Certificate Paying Agent shall cause to be distributed to Certificateholders, the holder of the Trust Certificate amounts distributable to such holder on such Payment Distribution Date pursuant to Section 5.25.01. The Trust shall dissolve upon receipt by the Owner Trustee of such notice from the Administrator given pursuant to Section 9.01(b) of the Sale and Servicing Agreement, and upon such dissolution the Administrator shall wind up the Trust in accordance with Section 3808 of the Statutory Trust Act. In the event that all the holder of the Certificateholders Trust Certificate shall not surrender their Certificates, as the case may be, its Trust Certificate for cancellation within six (6) 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 holder of the Trust Certificate to surrender their Certificates, respectively, its Trust Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates Trust Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take other reasonable and appropriate steps, to contact the remaining Certificateholders, as holder of the case may be, Trust Certificate concerning surrender of their Certificates as the case may beits Trust Certificate, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Trust Agreement. Subject to applicable escheat laws, any funds remaining in the Trust after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Owner Trustee to the Depositor. (d) . Upon completion of the winding up of the Trust and its terminationTrust, the Owner Trustee Trustee, at the direction and expense of the Administrator, shall cause the Certificate of Trust to be cancelled by filing file a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Statutory Trust StatuteAct.

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIII) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Statutory Trust Statute and be of no further force or effect (i) upon the payment to 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 and Article V or (ii) on the Payment 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 Trust in accordance with the terms and priorities set forth in the Indenture, the Sale and Servicing Agreement and 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 or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates, to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer, 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 the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent shall cause to be distributed to Certificateholders, amounts distributable on such Payment Date pursuant to Section 5.2. In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates, respectively, 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, as the case may be, concerning surrender of their Certificates as the case may be, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor. (d) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Statutory Trust Statute.

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIII) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect (i) upon the payment to 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 and Article V or (ii) on the Payment 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 Trust in accordance with the terms and priorities set forth in the Indenture, the Sale and Servicing Agreement and Article V. Trust. 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 or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates, to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer, 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 the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent shall cause to be distributed to CertificateholdersCertificateholders , amounts distributable on such Payment Date pursuant to Section 5.2. In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates, respectively, 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, as the case may be, concerning surrender of their Certificates as the case may be, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor. (d) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Trust Statute.

Termination of Trust Agreement. (a) This Agreement (The Issuer shall dissolve on the Payment Date next succeeding the month which is six months after the final distribution by the Owner Trustee of all moneys or other than property or proceeds of the provisions of Article VIII) and the Owner Trust shall dissolve, wind-up and terminate Estate in accordance with Section 3808 the terms of the Business Trust Statute Indenture, the Sale and be of no further force or effect (i) upon Servicing Agreement and Article V, including the payment to the Noteholders and the Certificateholders of all amounts required to be paid to them pursuant to the terms of the Indenturethis Agreement; provided, the Sale and Servicing Agreement and Article V or (ii) on the Payment 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 however, that in no event shall the Trust in accordance with created by this Agreement continue beyond the terms and priorities set forth in expiration of 21 years from the Indenture, the Sale and Servicing Agreement and Article V. date of this Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder or Certificate Owner shall not (x) operate to terminate this Agreement or the TrustIssuer, nor (y) entitle such Certificateholder's or Certificate Owner's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust Issuer or the Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Except as provided in clause (a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the TrustIssuer, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates, Certificates to the Owner Trustee or the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the ServicerServicer given pursuant to Section 9.1(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, Certificates at the office of the Owner Trustee or the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Owner Trustee or the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Certificates, the Owner Trustee or the Paying Agent shall cause to be distributed to Certificateholders, the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.2. In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates, respectively, 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, as the case may be, concerning surrender of their Certificates as the case may be, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor5. (d) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Trust Statute.

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIII) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect and the Trust shall dissolve upon the earlier of (i) upon the payment to the Noteholders Servicer, the Noteholders, the Swap Counterparty 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 V or and (ii) on the Payment Distribution Date next succeeding the month which is one year after the maturity or other liquidation of the last Receivable and the disposition of any amounts received upon liquidation of any property remaining in the Trust in accordance with the terms and priorities set forth in the Indenture, the Sale and Servicing Agreement and Article V. Trust. 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) or otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Distribution Date upon which the Certificateholders shall surrender their Certificates, Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the 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, Certificates at the office of the Paying Agent therein designatedspecified, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent and the Swap Counterparty at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent shall cause to be distributed to the Certificateholders, subject to Section 3808 of the Statutory Trust Statute, amounts distributable on such Payment Distribution Date pursuant to Section 5.2. In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates, respectively, 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, as the case may be, Certificateholders concerning surrender of their Certificates as the case may be, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the DepositorCertificateholders in proportion to each Certificateholder’s Certificate Percentage Interest. (d) Upon the winding up of the Trust, in accordance with Section 3808 of the Statutory Trust Statute, and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Statutory Trust Statute.

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIIIEight) shall terminate and the Trust Issuing Entity shall dissolve, wind-dissolve and be wound up and terminate in accordance with Section 3808 of the Business Statutory Trust Statute and be Statute, upon the earliest of no further force or effect (i) upon the payment to final distribution by the Noteholders and Owner Trustee or the Certificateholders Paying Agent of all amounts required to be paid to them pursuant to the terms funds or other property or proceeds of the Indenture, the Sale and Servicing Agreement and Article V or (ii) on the Payment 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 Owner Trust Estate in accordance with the terms of the Indenture and priorities set forth this Agreement or (ii) at the times provided in the Indenture, the Sale and Servicing Agreement and Article V. Section 9.03. The bankruptcy, liquidation, dissolution, or termination, death or incapacity of any Certificateholder Trust Certificateholder, other than the Depositor, as described in Section 9.03, shall not (xi) operate to terminate this Agreement or the TrustIssuing Entity, nor (yii) entitle such Trust Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust Issuing Entity or Owner Trust Estate nor (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Except as provided in Section 9.01(a), neither the Depositor nor any other Trust Certificateholder shall be entitled to revoke or terminate the TrustIssuing Entity. (c) Notice of any termination of the Trustthis Agreement pursuant to Section 9.01(a), specifying the Payment Date upon which the Trust Certificateholders shall surrender their Certificates, Trust Certificates to the Paying Agent for final payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Trust Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the ServicerAdministrative 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 Certificates, Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to CertificateholdersTrust Certificateholders and the Depositor. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Certificateholders, Trust Certificateholders amounts distributable on such Payment Date pursuant to Section 5.25.02. In The Owner Trustee shall promptly notify each Rating Agency upon the event that all final payment of the Trust Certificates. (d) If one or more of the Trust Certificateholders shall not surrender their Certificates, as the case may be, Trust Certificates for cancellation within six (6) 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 Certificates, respectively, 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 Certificateholders, as the case may be, Trust Certificateholders concerning surrender of their Certificates as the case may beTrust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any Any funds remaining in the Trust Issuing Entity after exhaustion of such remedies shall be distributed by the Owner Trustee to the DepositorAdministrative Agent. (de) Upon the winding up of the Trust Issuing Entity and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Statutory Trust Statute.

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIII) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect and the Trust shall dissolve upon the earlier of (i) upon the payment to the Servicer, 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 and Article V or and (ii) on the Payment Distribution Date next succeeding the month which is one year after the maturity or other liquidation of the last Receivable and the disposition of any amounts received upon liquidation of any property remaining in the Trust in accordance with the terms and priorities set forth in the Indenture, the Sale and Servicing Agreement and Article V. Trust. 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 or Owner Trust Estate nor (z) or otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Distribution Date upon which the Certificateholders shall surrender their Certificates, Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the 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, Certificates at the office of the Paying Agent therein designatedspecified, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent shall cause to be distributed to the Certificateholders, subject to Section 3808 of the Statutory Trust Statute, amounts distributable on such Payment Distribution Date pursuant to Section 5.2. In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates, respectively, 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, as the case may be, Certificateholders concerning surrender of their Certificates as the case may be, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the DepositorCertificateholders in proportion to each Certificateholder's Certificate Percentage Interest. (d) Upon the winding up of the Trust, in accordance with Section 3808 of the Statutory Trust Statute, and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Statutory Trust Statute.

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIII) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect (i) upon the payment to final distribution by the Noteholders and the Certificateholders Owner Trustee or Paying Agent of all amounts required to be paid to them pursuant to 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 V or (ii) on the Payment 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 Trust in accordance with the terms and priorities set forth in the IndentureAgreement, the Sale and Servicing Agreement Interest Rate Swaps and Article V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor Trust or (y) entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Except as provided in Section 9.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates, Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee Paying Agent by letter to Certificateholders mailed within five (5) Business Days of receipt of actual notice of such termination from the ServicerServicer given pursuant to Section 9.01(b) of the Sale and Servicing Agreement, stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Certificates, Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, and, as a result, payments being will be made only upon presentation and surrender of the Trust Certificates by Certificateholders at the office of the Paying Agent therein specified. The Owner Trustee Paying Agent shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent Owner Trustee at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Certificateholders, Certificateholders amounts distributable on such Payment Date pursuant to Section 5.25.02. In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, Trust Certificates for cancellation within six (6) months after the date specified in the above above-mentioned written notice, the Owner Trustee Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates, respectively, Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Owner Trustee or Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders, as the case may be, Certificateholders concerning surrender of their Certificates as the case may beTrust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any Any funds remaining in the Owner Trust Estate after exhaustion of such remedies shall be distributed by the Owner Trustee to the DepositorDepositor subject to applicable escheat laws. (d) Upon the winding up of the Trust and its terminationtermination and receipt of written instruction from the Administrator, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation (as provided to it) with the Secretary of State of the State of Delaware in accordance with the provisions of Section 3810 of the Business Statutory Trust StatuteAct.

Termination of Trust Agreement. (a) This Trust Agreement (other than the provisions of Article VIIIVII) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect upon the earliest of (i) upon the payment to the Noteholders and the Certificateholders final distribution of all amounts required to be paid to them pursuant to the terms moneys or other property or proceeds of the Indenture, the Sale and Servicing Agreement and Article V or (ii) on the Payment 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 Owner Trust Estate in accordance with the terms of the Indenture and priorities set forth this Trust Agreement, (ii) the distribution of all of the assets of the Owner Trust Estate, in accordance with written instructions provided to the Owner Trustee by the Majority Certificateholder, following the optional redemption of the Bonds by the Issuer pursuant to Section 8.07 of the Indenture, ; provided in each case that all amounts owing to the Sale Bondholders and Servicing Agreement the Bond Insurer to the extent payable from the Owner Trust Estate or proceeds thereof have been paid in full and Article V. that all obligations under the Indenture have been discharged. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (x) operate to terminate this Trust Agreement or the Trust, nor Trust or (y) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or the Owner Trust Estate nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Except as provided in Section 8.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates, Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee Certificate Paying Agent by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such termination the final payment on the Bonds from the ServicerIndenture 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, Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Certificate Payment Agent therein specified. The Owner Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders, Certificateholders amounts distributable on such Payment Date pursuant to Section 5.25.01. In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, Certificates for cancellation within six (6) 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, respectively, 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, as the case may be, Certificateholders concerning surrender of their Certificates as the case may beCertificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Trust Agreement. Subject to applicable escheat laws, any 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. (d) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 3810(c) of the Business Statutory Trust Statute.

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIIIEight) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect and the Issuer shall dissolve upon the earlier of (i) upon the payment to the Servicer, the Paying Agent, the Owner Trustee, the Indenture Trustee, 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 and Article V or Five, (ii) on the Payment Distribution Date next succeeding the month which is one year after the maturity or other liquidation of the last Receivable and the disposition of any amounts received upon liquidation of any property remaining in the Trust Issuer or (iii) upon the purchase of the Receivables by the Servicer in accordance connection with an Optional Purchase and retirement of the terms Notes and priorities set forth in the Indenture, the Sale and Servicing Agreement and Article V. Certificates. 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 Trust Issuer or the Owner Trust Estate nor or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Except as provided in Section 9.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the TrustIssuer. (c) Notice of any termination of the TrustIssuer, specifying the Payment Distribution Date upon which the Certificateholders shall surrender their Certificates, Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the 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, Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, 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 at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent shall cause to be distributed to Certificateholders, subject to Section 3808 of the Statutory Trust Statute, amounts distributable on such Payment Distribution Date pursuant to Section 5.2. 5.02. (d) In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates, respectively, 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, as the case may be, Certificateholders concerning surrender of their Certificates as the case may be, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. 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 DepositorSeller, as Certificateholder. (de) Upon the winding up of the Issuer, in accordance with Section 3808 of the Statutory Trust Statute, and its termination, the Owner Trustee Trustee, acting pursuant to the written instructions of the Depositor, 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 Business Statutory Trust Statute.. ARTICLE TEN

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIIIEight) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect and the Issuer shall dissolve and wind-up upon the earlier of (i) upon the payment to the Noteholders Servicer, the Trustees and the Certificateholders Securityholders of all amounts required to be paid to them pursuant to the terms of the Indenture, the Sale and Servicing Agreement and Article V or Five of this Agreement, (ii) on the Payment Distribution Date next succeeding the month which is one year after the maturity or other liquidation of the last Receivable and the disposition of any amounts received upon liquidation of any property remaining in the Trust Issuer or (iii) upon the purchase of the Receivables by the Servicer in accordance connection with an Optional Purchase and retirement of the terms and priorities set forth in the Indenture, the Sale and Servicing Agreement and Article V. 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 ’s legal representatives or heirs to claim an accounting or to take any action or proceeding Proceeding in any court for a partition or winding up of all or any part of the Issuer or the Trust Property or Owner Trust Estate nor (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Except as provided in Section 9.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke revoke, dissolve or terminate the TrustIssuer. (c) Notice of any termination of the TrustIssuer, specifying the Payment Distribution Date upon which the Certificateholders shall surrender their Certificates, Certificates to the Paying Agent Owner Trustee for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the 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, Certificates at the office of the Paying Agent Owner Trustee therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, 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 at the time such notice is given to 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 Delaware Statutory Trust Act, amounts distributable on such Payment Distribution Date pursuant to Section 5.2. 5.01. (d) In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates, respectively, 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, as the case may be, Certificateholders concerning surrender of their Certificates as the case may be, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. 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 DepositorSeller, as Certificateholder. (de) Upon Following the dissolution and the winding up of the Issuer, in accordance with Section 3808 of the Delaware Statutory Trust and its terminationAct, the Depositor shall instruct the Owner Trustee in writing, and the Owner Trustee, at the expense of the Depositor, 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 Business Delaware Statutory Trust StatuteAct and the Issuer and this Agreement (other than Article Eight) shall terminate and be of no further force or effect.

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIIIEight) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect and the Issuer shall dissolve upon the earlier of (i) upon the payment to the Master Servicer, the Paying Agent, the Owner Trustee, the Indenture Trustee, 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 and Article V or Five, (ii) on the Payment Distribution Date next succeeding the month which is one year after the maturity or other liquidation of the last Receivable and the disposition of any amounts received upon liquidation of any property remaining in the Trust Issuer or (iii) upon the purchase of the Receivables by the Master Servicer in accordance connection with an Optional Purchase and retirement of the terms Notes and priorities set forth in the Indenture, the Sale and Servicing Agreement and Article V. Certificates. 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 Trust Issuer or the Owner Trust Estate nor or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Except as provided in Section 9.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the TrustIssuer. (c) Notice of any termination of the TrustIssuer, specifying the Payment Distribution Date upon which the Certificateholders shall surrender their Certificates, Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Master 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, Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, 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 at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent shall cause to be distributed to Certificateholders, subject to Section 3808 of the Statutory Trust Statute, amounts distributable on such Payment Distribution Date pursuant to Section 5.2. 5.02. (d) In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates, respectively, 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, as the case may be, Certificateholders concerning surrender of their Certificates as the case may be, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. 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 DepositorSeller, as Certificateholder. (de) Upon the winding up of the Issuer, in accordance with Section 3808 of the Statutory Trust Statute, and its termination, the Owner Trustee Trustee, acting pursuant to the written instructions of the Depositor, 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 Business Statutory Trust Statute.. ARTICLE TEN

Termination of Trust Agreement. (a) This Agreement (The Trust shall dissolve upon the final distribution by the Indenture Trustee or the Owner Trustee of all moneys or other than the provisions property or proceeds of Article VIII) and the Trust shall dissolve, wind-up and terminate Estate in accordance with Section 3808 of the Business Delaware Statutory Trust Statute Act and be of no further force or effect (i) upon the payment to 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 and Article V or (ii) on the Payment 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 Trust in accordance with the terms and priorities set forth in the Indenture, the Sale and Servicing Agreement and Article V. hereof. The bankruptcy, liquidation, dissolution, termination, death or incapacity of any Certificateholder Holder of a Seller's Certificate shall not (x) operate to terminate this Agreement or the Trust, nor or (y) entitle such CertificateholderHolder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Certificateholder Except as provided in Section 7.01(a), the Holders of the Seller's Certificates shall not be entitled to revoke or terminate the Trust. (c) Notice of any termination dissolution of the Trust, specifying the Payment Date date upon which Holders of the Certificateholders Seller's Certificates shall surrender their Certificates, Seller's Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders the Holders mailed within five (5) Business Days of receipt of after the Owner Trustee obtains written notice of such termination from the ServicerServicer of the final distribution of the Trust Estate referred to in Section 7.01(a), stating (i) the Payment Date date upon or with respect to which final payment of the Seller's Certificates shall be made upon presentation and surrender of the Certificates, Seller's Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date final date of distribution is not applicable, payments being made only upon presentation and surrender of the Seller's 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 at the time such notice is given to Certificateholdersthe Holders. Upon presentation and surrender of the Seller's Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders, the Holders amounts distributable on such Payment Date date pursuant to Section 5.24.01. In the event that all of the Certificateholders Holders shall not surrender their Certificates, as the case may be, Seller's Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee Trustee, at the written request of the Certificate Paying Agent shall give a second written notice to the remaining Certificateholders Holders to surrender their Certificates, respectively, Seller's Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Seller's 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, as the case may be, Holders concerning surrender of their Certificates as the case may beSeller's Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee Certificate Paying Agent to the DepositorBeneficiary. (d) In winding up the Trust, the Owner Trustee shall, upon the release of the lien of the Indenture on the Trust Estate and the presentment and surrender of the Seller's Certificates to the Certificate Paying Agent for final distribution and cancellation, assign and convey to the Beneficiary or its designee, without recourse, representation or warranty, all right, title and interest of the Trust in and to the Trust Assets, whether then existing or thereafter created, and all proceeds thereof, except for amounts held in trust by the Indenture Trustee pursuant to Section 1103 of the Indenture. The Owner Trustee, at the expense and direction of the Beneficiary, shall execute and deliver such instruments of transfer and assignment, in each case without recourse, representation or warranty, as shall be prepared by the Beneficiary for execution by the Owner Trustee which are reasonably requested by the Beneficiary to vest in the Beneficiary all right, title and interest which the Trust had in the Trust Estate. (e) Upon the completion of winding up of the Trust and its terminationin accordance with Section 3808 of the Delaware Statutory Trust Act, the Owner Trustee shall shall, at the written direction and expense of the Beneficiary, cause the Certificate of Trust to be cancelled canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Delaware Statutory Trust StatuteAct and thereupon the Trust and this Agreement (other than Article XI) shall terminate.

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIIIEight) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect and the Issuer shall dissolve and wind-up upon the earlier of (i) upon the payment to the Noteholders Servicer, the Trustees and the Certificateholders Securityholders of all amounts required to be paid to them pursuant to the terms of the Indenture, the Sale and Servicing Agreement and Article V or Five of this Agreement, (ii) on the Payment 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 Trust Issuer or (iii) upon the purchase of the Receivables by the Servicer in accordance connection with an Optional Purchase and retirement of the terms and priorities set forth in the Indenture, the Sale and Servicing Agreement and Article V. 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 ’s legal representatives or heirs to claim an accounting or to take any action or proceeding Proceeding in any court for a partition or winding up of all or any part of the Issuer or the Trust Property or Owner Trust Estate nor (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Except as provided in Section 9.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke revoke, dissolve or terminate the TrustIssuer. (c) Notice of any termination of the TrustIssuer, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates, Certificates to the Paying Agent Owner Trustee for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer, 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, Certificates at the office of the Paying Agent Owner Trustee therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, applicable and 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 at the time such notice is given to 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 Delaware Statutory Trust Act, amounts distributable on such Payment Date pursuant to Section 5.2. 5.01. (d) In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates, respectively, 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, as the case may be, Certificateholders concerning surrender of their Certificates as the case may be, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. 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 DepositorSeller, as Certificateholder. (de) Upon Following the dissolution and the winding up of the Issuer, in accordance with Section 3808 of the Delaware Statutory Trust and its terminationAct, the Depositor shall instruct the Owner Trustee in writing, and the Owner Trustee, at the expense of the Depositor, 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 Business Delaware Statutory Trust Statute.Act and the Issuer and this Agreement (other than Article Eight) shall terminate and be of no further force or effect. ARTICLE TEN

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIII) and the The Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Statutory Trust Statute on the date (the "Trust Termination Date") on which the first of the following occurs: (i) if the Depositor so elects, the day following the Distribution Date on which all amounts required to be paid to the Securityholders pursuant to the Basic Documents have been paid (or deposited in the related Distribution Account) and (ii) the Specified Trust Termination Date. This Agreement and the obligations of the parties hereunder (other than Section 6.9 hereof and as otherwise expressly provided herein) shall terminate and be of no further force or effect (x) if the Trust Termination Date is determined pursuant to clause (i) upon above, on the payment Trust Termination Date and (y) if the Trust Termination Date is determined pursuant to clause (ii) above on the date following the Distribution Date on which the final payments to be made to the Noteholders and the Certificateholders of all amounts required to be paid to them Securityholders pursuant to the terms of the Indenture, the Sale and Servicing Agreement and Article V Basic Documents have been paid (or (ii) on the Payment 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 deposited in the Trust in accordance with the terms and priorities set forth in the Indenture, the Sale and Servicing Agreement and Article V. appropriate Distribution Accounts). (b) The bankruptcy, liquidation, dissolution, death or incapacity of any the Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding winding-up of all or any part of the Trust or the Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No . Except as provided in Section 7.1(a), neither the Depositor nor the Certificateholder shall be entitled to revoke or terminate the TrustTrust or this Agreement. (c) Notice of any termination of the Trust, Trust specifying the Payment Distribution Date upon which the Certificateholders Certificateholder shall surrender their Certificates, its Certificate to the Paying Agent for payment distribution of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders the Certificateholder mailed within five (5) Business Days of receipt of notice of such termination from the ServicerServicer given pursuant to Section 9.4 of the Trust Sale and Servicing Agreement, stating stating: (i) the Payment Distribution Date upon or with respect to which the final payment distribution in respect 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 distributions; and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments distributions being 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 at the time such notice is given to Certificateholdersthe Certificateholder. Upon presentation and surrender of the CertificatesCertificate, the Paying Agent shall cause to be distributed to Certificateholders, the Certificateholder amounts distributable on such Payment Distribution Date pursuant to Section 5.2. In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates, respectively, 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, as the case may be, concerning surrender of their Certificates as the case may be, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor5. (d) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Trust Statute.

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIII) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect and the Trust shall dissolve upon the earlier of (i) upon the payment to the Noteholders Servicer, the Noteholders, the Certificateholders and the Certificateholders Insurer of all amounts required to be paid to them pursuant to the terms of the Indenture, the Sale and Servicing Agreement, the Insurance Agreement and Article V or and (ii) on the Payment Distribution Date next succeeding the month which is one year after the maturity or other liquidation of the last Receivable and the disposition of any amounts received upon liquidation of any property remaining in the Trust Trust; provided, however, in each case, that the Policy shall have been terminated in accordance with the its terms and priorities set forth in returned to the Indenture, the Sale and Servicing Agreement and Article V. Insurer for cancellation. 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 or Owner Trust Estate nor (z) or otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Distribution Date upon which the Certificateholders shall surrender their Certificates, Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the 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, Certificates at the office of the Paying Agent therein designatedspecified, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent shall cause to be distributed to the Certificateholders, subject to Section 3808 of the Statutory Trust Statute, amounts distributable on such Payment Distribution Date pursuant to Section 5.2. In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates, respectively, 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, as the case may be, Certificateholders concerning surrender of their Certificates as the case may be, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the DepositorSeller, as holder of the Residual Interest. (d) Upon the winding up of the Trust, in accordance with Section 3808 of the Statutory Trust Statute, and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Statutory Trust Statute.

Termination of Trust Agreement. (a) This Trust Agreement (other than the provisions of Article VIII) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect upon the earliest of (i) upon the payment to the Noteholders and the Certificateholders final distribution of all amounts required to be paid to them pursuant to the terms moneys or other property or proceeds of the Indenture, the Sale and Servicing Agreement and Article V or (ii) on the Payment 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 Owner Trust Estate in accordance with the terms of the Indenture and priorities set forth this Trust Agreement, (ii) the Payment Date in ____________, (iii) at the Indenture, time provided in Section 8.02 or (iv) purchase by the Sale and Servicer of all Mortgage Loans pursuant to Section 8.08 of the Servicing Agreement and Article V. Agreement. 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 legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or the Owner Trust Estate nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Except as provided in Section 8.01(a), none of the Depositor, the Holder of the Designated Certificate or any other Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates, Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee Certificate Paying Agent by letter to Certificateholders and the Credit Enhancer mailed within five (5) Business Days of receipt of notice of such termination from the ServicerAdministrator, 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, Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Certificate Payment Agent therein specified. The Owner Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to CertificateholdersCertifi cateholders. Upon presentation and surrender of the Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders, Certificateholders amounts distributable on such Payment Date pursuant to Section 5.25.01. In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, Certificates for cancellation within six (6) 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, respectively, 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, as the case may be, Certificateholders concerning surrender of their Certificates as the case may beCertificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor. (d) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Trust Statute.Agree-

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIII) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect and the Trust shall wind up and dissolve, upon the earlier of (i) the maturity or other liquidation of the last remaining Receivable and the disposition of any amounts received upon such maturity or liquidation and (ii) the payment to 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 and Article V or (ii) on the Payment 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 Trust in accordance with the terms and priorities set forth in the Indenture, the Sale and Servicing Agreement and Article V. The bankruptcyAny Insolvency Event, liquidation, dissolution, death or incapacity of with respect to any Certificateholder Certificateholder, shall not neither (x) operate to terminate this Agreement or the Trust, nor (y) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. 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 Delaware Statutory Trust Act. (b) No Neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates, Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer, 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, 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 the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate 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 at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders, Certificateholders amounts distributable on such Payment Date pursuant to Section 5.2. In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates, respectively, 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, as the case may be, concerning surrender of their Certificates as the case may be, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor5. (d) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Trust Statute.

Termination of Trust Agreement. (a) This Trust Agreement (other than the provisions of Article VIII) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect and the Trust shall dissolve upon the earlier of (i) upon the payment to the Servicer, 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 and Article V or this Trust Agreement and (ii) on the Payment Distribution Date next succeeding the month which is one year after the maturity or other liquidation of the last Receivable and the disposition of any amounts received upon liquidation of any property remaining in the Trust in accordance with the terms and priorities set forth in the Indenture, the Sale and Servicing Agreement and Article V. Trust. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (x) operate to terminate this Trust 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) or otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Distribution Date upon which the Certificateholders shall surrender their Certificates, Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the 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, Certificates at the office of the Paying Agent therein designatedspecified, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent shall cause to be distributed to the Certificateholders, subject to Section 3808 of the Statutory Trust Statute, amounts distributable on such Payment Distribution Date pursuant to Section 5.2. In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates, respectively, 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, as the case may be, Certificateholders concerning surrender of their Certificates as the case may be, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Trust Agreement. Subject to applicable escheat laws, any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the DepositorCertificateholders in proportion to each Certificateholder’s Certificate Percentage Interest. (d) Upon the winding up of the Trust, in accordance with Section 3808 of the Statutory Trust Statute, and its termination, the Owner Trustee shall shall, at the written direction and expense of the Depositor, cause the Certificate of Trust to be cancelled canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Statutory Trust Statute.. Table of Contents

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIIIEight) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect upon the earlier of (i) upon final distribution by the payment to the Noteholders and the Certificateholders Owner Trustee of all amounts required to be paid to them pursuant to moneys or other property or proceeds of the Trust Estate in accordance with terms of the Indenture, the Sale and Servicing Agreement and Article V or Five and (ii) the expiration of 21 years from the death of the survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's, living on the Payment 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 Trust in accordance with the terms and priorities set forth in the Indenture, the Sale and Servicing Agreement and Article V. date hereof. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder Holder, shall not (xi) operate to terminate this Agreement or the Trust, nor (yii) entitle such CertificateholderHolder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Certificateholder Except as provided in SECTION 9.01(a), neither the Depositor nor any Holder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Distribution Date upon which the Certificateholders shall surrender their Certificates, Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the ServicerServicer given pursuant to SECTION 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 Certificates, Trust Certificates at the office of the Owner Trustee or the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Owner Trustee or the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Owner Trustee or the Paying Agent shall cause to be distributed to Certificateholders, Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.2. SECTION 5.02. (d) In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, Trust Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates, respectively, 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, as the case may be, Certificateholders concerning surrender of their Certificates as the case may beTrust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor. (de) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section SECTION 3810 of the Business Trust Statute.. ARTICLE TEN SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIII) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect upon the earlier of (i) upon the payment to the Noteholders and the Certificateholders final distribution of all amounts required to be paid to them pursuant to monies or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, the Sale and Servicing Agreement and Article V or Five and (ii) on the Payment Date next succeeding expiration of 21 years from the month which is one year after the maturity or other liquidation death of the last Receivable and survivor of the disposition descendants of any amounts received upon liquidation of any property remaining in the Trust in accordance with the terms and priorities set forth in the IndentureXxxxxx X. Xxxxxxx, the Sale and Servicing Agreement and Article V. 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 or Owner Trust Estate nor or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Certificateholder Except as provided in Section 9.01(a), neither the Depositor, the Insurer nor any Owner shall be entitled to revoke or terminate dissolve the Trust. (c) Notice of any termination dissolution of the Trust, specifying the Payment Distribution Date upon which the Certificateholders Owners shall surrender their Certificates, Residual Interest Instruments to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee Trust Agent by letter to Certificateholders Owners mailed within five (5) Business Days of receipt of notice of such termination from the ServicerServicer given pursuant to Section 8.01(b) of the Sale and Servicing Agreement, stating (i) the Payment Distribution Date upon or with respect to which final payment distribution in respect of the Certificates Residual Interest Instruments shall be made upon presentation and surrender of the Certificates, Residual Interest Instruments at the office of the Paying Agent in the City of New York therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates Residual Interest Instruments at the office of the Paying Agent therein specified. The Owner Trustee Trust Agent shall give such notice to the Certificate Registrar (if other than the Owner TrusteeTrust Agent) and the Paying Agent (if other than the Trust Agent) at the time such notice is given to CertificateholdersOwners. Upon After satisfaction of any liabilities of the Trust in accordance with the Statutory Trust Statute, and upon presentation and surrender of the CertificatesResidual Interest Instruments, the Paying Agent shall provide written notice of such satisfaction of liabilities of the Trust to the Owner Trustee and cause to be distributed to CertificateholdersOwners, on a pro rata basis, any amounts distributable on such Payment Date pursuant to Section 5.2remaining in the Residual Distribution Account and the Trust upon the termination of this Agreement. In addition, the Trust Agent shall notify the Rating Agencies upon the final distribution in respect of the Residual Interest Instruments. (d) In the event that all of the Certificateholders Owners shall not surrender their Certificates, as the case may be, Residual Interest Instruments for cancellation within six (6) months after the date specified in the above above-mentioned written notice, the Owner Trustee Trust Agent shall give a second written notice to the remaining Certificateholders Owners to surrender their Certificates, respectively, Residual Interest Instruments for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates Owners shall not have been surrendered for cancellation, the Owner Trustee Trust Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders, as the case may be, Owners concerning surrender of their Certificates as the case may beResidual Interest Instruments, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor. (de) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Statutory Trust Statute. Upon the filing of such certificate, the Trust and this Agreement (other than Article VIII) shall terminate and be of no further force or effect.

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIII) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect upon the earlier of (i) upon the payment to the Noteholders and the Certificateholders final distribution of all amounts required to be paid to them pursuant to monies or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, the Sale and Servicing Agreement and Article V or Five and (ii) on the Payment Date next succeeding expiration of 21 years from the month which is one year after the maturity or other liquidation death of the last Receivable and survivor of the disposition descendants of any amounts received upon liquidation of any property remaining in the Trust in accordance with the terms and priorities set forth in the IndentureXxxxxx X. Xxxxxxx, the Sale and Servicing Agreement and Article V. 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 or Owner Trust Estate nor or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Certificateholder Except as provided in Section 9.01(a), neither the Depositor, the Insurer nor any Owner shall be entitled to revoke or terminate dissolve the Trust. (c) Notice of any termination dissolution of the Trust, specifying the Payment Distribution Date upon which the Certificateholders Owners shall surrender their Certificates, Residual Interest Instruments to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee Trust Agent by letter to Certificateholders Owners mailed within five (5) Business Days of receipt of notice of such termination from the ServicerServicer given pursuant to Section 8.01(b) of the Sale and Servicing Agreement, stating (i) the Payment Distribution Date upon or with respect to which final payment distribution in respect of the Certificates Residual Interest Instruments shall be made upon presentation and surrender of the Certificates, Residual Interest Instruments at the office of the Paying Agent in the City of New York therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates Residual Interest Instruments at the office of the Paying Agent therein specified. The Owner Trustee Trust Agent shall give such notice to the Certificate Registrar (if other than the Owner TrusteeTrust Agent) and the Paying Agent (if other than the Trust Agent) at the time such notice is given to CertificateholdersOwners. Upon After satisfaction of any liabilities of the Trust in accordance with the Statutory Trust Statute, and upon presentation and surrender of the CertificatesResidual Interest Instruments, the Paying Agent shall provide written notice of such satisfaction of liabilities of the Trust to the Owner Trustee and cause to be distributed to CertificateholdersOwners, on a pro rata basis, any amounts distributable on such Payment Date pursuant to Section 5.2remaining in the Residual Distribution Account and the Trust upon the termination of this Agreement. In addition, the Trust Agent shall notify the Rating Agencies upon the final distribution in respect of the Residual Interest Instruments. (d) In the event that all of the Certificateholders Owners shall not surrender their Certificates, as the case may be, Residual Interest Instruments for cancellation within six (6) months after the date specified in the above above-mentioned written notice, the Owner Trustee Trust Agent shall give a second written notice to the remaining Certificateholders Owners to surrender their Certificates, respectively, Residual Interest Instruments for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates Owners shall not have been surrendered for cancellation, the Owner Trustee Trust Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders, as the case may be, Owners concerning surrender of their Certificates as the case may beResidual Interest Instruments, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor. (de) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Statutory Trust Statute. Upon the filing of such certificate, the Trust and this Agreement (other than Article VIII) shall terminate and be of no further force or effect.

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIII) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect (i) upon the payment to 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 and Article V or (ii) on the Payment 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 Trust in accordance with the terms and priorities set forth in the Indenture, the Sale and Servicing Agreement and 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 or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates, to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer, 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 the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent shall cause to be distributed to Certificateholders, amounts distributable on such Payment Date pursuant to Section 5.2. In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates, respectively, 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, as the case may be, concerning surrender of their Certificates as the case may be, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor. (d) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Trust Statute.

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIIIthis Article) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect (i) upon the payment to the Noteholders and the Certificateholders final distribution of all amounts required to be paid to them pursuant to the terms moneys or other property or proceeds of the Indenture, the Sale and Servicing Agreement and Article V or (ii) on the Payment 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 Trust Estate in accordance with the terms of the Indenture and priorities set forth in the Indenture, the Sale and Servicing Agreement and Article V. this Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (xi) operate to terminate this Agreement or the Trust, nor (yii) entitle such Certificateholder's Certificateholders' legal representatives or heirs to claim an accounting or to take pursue any action or proceeding in any court Proceeding for a partition or winding up of all or any part of the Trust or Owner the Trust Estate nor or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. Notwithstanding any other provision of this Agreement, in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Xxxxx xx Xx. Xxxxs's, living on the date hereof. (b) No Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates, Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee Certificate Paying Agent by letter to the Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the ServicerOwner 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, Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate Paying Agent therein specified. The Owner Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to the Certificateholders. Upon presentation and surrender of the CertificatesCertificate, the Certificate Paying Agent shall cause to be distributed to Certificateholders, the Certificateholders the amounts distributable on such Payment Date pursuant to Section 5.25.01. In the event that all of the Certificateholders shall not surrender have surrendered their Certificates, as the case may be, Certificates for cancellation within six (6) months after the date specified in the above above-mentioned written notice, the Owner Trustee Certificate Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates, respectively, 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 was to have been made pursuant to Section 5.01, the Certificates shall not have been surrendered for cancellation, the Owner Trustee Certificate Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders, as the case may be, Certificateholder concerning surrender of their Certificates as the case may beCertificate, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any Any funds remaining in the Trust Trustee Collection Account after exhaustion of such remedies and the payment of all amounts due the Noteholders shall be distributed by the Owner Trustee Certificate Paying Agent to the DepositorCertificateholder of the majority of the Percentage Interest of the Certificates of the Class with respect to which such amounts are due. (dc) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 3810(d) of the Business Statutory Trust Statute.

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIIISection 6.9) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Statutory Trust Statute and be of no further force or effect (i) upon on the payment to final distribution by the Noteholders and the Certificateholders Owner Trustee of all amounts required to be paid to them pursuant to monies or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Trust Sale and Servicing Agreement and Article V or (iiincluding the exercise by the Servicer of its option to purchase the Receivables pursuant to Section 8.01(a) on the Payment 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 Trust in accordance with the terms and priorities set forth in the Indenture, the Sale and Servicing Agreement Agreement), the Interest Rate Swaps and 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 or the Owner Trust Estate nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Neither the Seller nor any Certificateholder shall be entitled to revoke or terminate the TrustTrust or this Agreement. (c) Notice Subject to Section 5.2(a), notice of any termination of the Trust, specifying the Payment Distribution Date upon which the Certificateholders shall surrender their Certificates, Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the ServicerServicer given pursuant to Section 8.01(c) of the Trust Sale and Servicing Agreement, stating stating: (i) the Payment Distribution Date upon or with respect to which final payment of the Certificates shall be made upon presentation and surrender of the Certificates, Certificates at the office of the Paying Agent therein designated, ; (ii) the amount of any such final payment payment; and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent shall cause to be distributed to Certificateholders, Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.2. In the event that . (d) If all of the Certificateholders shall not surrender their Certificates, as the case may be, Certificates for cancellation within six (6) months after the date specified in the above mentioned written noticenotice referred to in Section 7.1(c), the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates, respectively, 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, as the case may be, Certificateholders concerning surrender of their Certificates as the case may beCertificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable laws with respect to escheat lawsof funds, any funds remaining in the Trust after exhaustion of such remedies in the preceding sentence shall be deemed property of the Seller and distributed by the Owner Trustee to the DepositorSeller, and the Owner Trustee shall have no further liability to the Certificateholders with respect thereto. (de) Upon the winding up and termination of the Trust in accordance with Section 3808 of the Statutory Trust Statute and its terminationthis Section, the Owner Trustee shall cause the Certificate of Trust to be cancelled canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Statutory Trust Statute.

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIIIVIII and Section 11.08) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect (i) effect, upon the payment to final distribution by the Noteholders and the Certificateholders Owner Trustee of all amounts required to be paid to them pursuant to 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 V or (ii) on the Payment Date next succeeding the month which is one year after the maturity V. Any money or other liquidation property held as part of the last Receivable and Owner Trust Estate following such distribution shall be distributed to the disposition of any amounts received upon liquidation of any property remaining in the Trust in accordance with the terms and priorities set forth in the Indenture, the Sale and Servicing Agreement and Article V. Depositor. The bankruptcy, liquidation, dissolution, death or incapacity of any the Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor or (y) entitle such the Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Neither the Depositor nor the Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Distribution Date upon which the Certificateholders Certificateholder shall surrender their Certificates, the Certificate to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders the Certificateholder mailed within five (5) Business Days of receipt of notice of such termination from the ServicerServicer given pursuant to Section 9.01(c) of the Sale and Servicing Agreement, stating (i) the Payment Distribution Date upon or with respect to which final payment of the 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 the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being 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 at the time such notice is given to Certificateholdersthe Certificateholder. Upon presentation and surrender of the CertificatesCertificate, the Paying Agent shall cause to be distributed to Certificateholders, the Certificateholder amounts distributable on such Payment Distribution Date pursuant to Section 5.25.02. In the event that all of the Certificateholders Certificateholder shall not surrender their Certificates, as the case may be, Certificate for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders Certificateholder to surrender their Certificates, respectively, 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, as the case may be, Certificateholder concerning surrender of their Certificates as the case may beCertificate, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor. (d) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Statutory Trust Statute.

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIII) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect and the Trust shall wind up and dissolve, upon the earlier of (i) the maturity or other liquidation of the last remaining Receivable and the disposition of any amounts received upon such maturity or liquidation and (ii) the payment to 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 and Article V or (ii) on the Payment 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 Trust in accordance with the terms and priorities set forth in the Indenture, the Sale and Servicing Agreement and Article V. The bankruptcyAny Insolvency Event, liquidation, dissolution, death or incapacity of with respect to any Certificateholder Certificateholder, shall not neither (x) operate to terminate this Agreement or the Trust, nor (y) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate Property 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 activities and affairs of the Trust as required by Section 3808 of the Delaware Statutory Trust Act. (b) No Neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the TrustTrust prior to the termination of the Indenture and payment in full of the Notes. (c) Notice of any termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates, Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer, 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, 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 the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate 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 at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders, Certificateholders amounts distributable on such Payment Date pursuant to Section 5.2. In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates, respectively, 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, as the case may be, concerning surrender of their Certificates as the case may be, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor5. (d) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Trust Statute.

Termination of Trust Agreement. (a) This Trust Agreement (other than the provisions of Article VIII) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect and the Trust shall dissolve upon the earlier of (i) upon the payment to the Servicer, 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 and Article V or this Trust Agreement and (ii) on the Payment Distribution Date next succeeding the month which is one year after the maturity or other liquidation of the last Receivable and the disposition of any amounts received upon liquidation of any property remaining in the Trust in accordance with the terms and priorities set forth in the Indenture, the Sale and Servicing Agreement and Article V. Trust. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (x) operate to terminate this Trust 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) or otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Distribution Date upon which the Certificateholders shall surrender their Certificates, Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the 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, Certificates at the office of the Paying Agent therein designatedspecified, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent shall cause to be distributed to the Certificateholders, subject to Section 3808 of the Statutory Trust Statute, amounts distributable on such Payment Distribution Date pursuant to Section 5.2. In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates, respectively, 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, as the case may be, concerning surrender of their Certificates as the case may be, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor. (d) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Trust Statute.,

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIII) and the The Trust shall dissolvedissolve upon written notice, wind-up and terminate which shall be provided by the Owner to the Owner Trustee, only after the earlier of (i) the day on which the rights of all Notes to receive payments from the Issuer have terminated in accordance with Section 3808 the Indenture and final distribution of the Business Trust Statute and be of no further force or effect (i) upon the payment payments to the Noteholders Residual Interest Certificates as required hereunder (the "Trust Termination Date") and the Certificateholders of all amounts required to be paid to them pursuant to the terms of the Indenture, the Sale and Servicing Agreement and Article V or (ii) on the Payment Date next succeeding the month which is one year after the maturity or other liquidation dissolution of the last Receivable and the disposition of any amounts received upon liquidation of any property remaining in the Trust in accordance with applicable law. After satisfaction of liabilities of the terms and priorities set forth in Trust as provided by applicable law, any money or other property held as part of the Indenture, Trust Estate following such distribution shall be distributed to the Sale and Servicing Agreement and Article V. Owner. 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 or (y) entitle such Certificateholderthe Owner's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Except as provided in Section 9.0l(a) above, neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination dissolution of the Trust, specifying the Payment Date upon which the Certificateholders Residual Interest Certificateholder shall surrender their Certificates, its Residual Interest Certificate to the Trust Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders the Certificateholder mailed within five (5) Business Days of receipt of notice of such termination from the Servicer, stating (i) the Payment Date upon or with respect to which final payment of the Certificates Residual Interest Certificate shall be made upon presentation and surrender of the Certificates, Residual Interest Certificate at the office of the Trust Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificates Residual Interest Certificate at the office of the Trust Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Trust Paying Agent at the time such notice is given to Certificateholdersthe Residual Interest Certificateholder. Upon presentation and surrender of the Residual Interest Certificates, the Trust Paying Agent shall cause to be distributed to Certificateholders, the Residual Interest Certificateholder amounts distributable on such Payment Date pursuant to Section 5.2. 5.02 hereof. (d) In the event that all of the Certificateholders Residual Interest Certificateholder shall not surrender their Certificates, as the case may be, its Residual Interest Certificate for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders such Residual Interest Certificateholder to surrender their Certificates, respectively, its Residual Interest Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates Residual Interest Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders, as the case may be, Residual Interest Certificateholder concerning surrender of their Certificates as the case may beits Residual Interest Certificate, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor. (de) Upon the winding up of the Trust and its terminationpayment of all liabilities in accordance with Section 3808 of the Statutory Trust Statute, the Owner Trustee shall cause the Certificate of Trust to be cancelled canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Statutory Trust StatuteStatute at which time the Trust shall terminate.

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIII) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect (i) upon the payment to 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 and Article V or (ii) on the Payment 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 Trust in accordance with the terms and priorities set forth in the Indenture, the Sale and Servicing Agreement and Article V. Trust. 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 or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates, to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer, 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 the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent shall cause to be distributed to Certificateholders, amounts distributable on such Payment Date pursuant to Section 5.2. In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates, respectively, 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, as the case may be, concerning surrender of their Certificates as the case may be, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor. (d) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Trust Statute.

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIIIEight) and the Trust Issuer shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect upon the earlier to occur of (i) upon the payment purchase on any Payment Date by the Servicer, or any successor Servicer, at its option, pursuant to Section 8.01(a) of the Noteholders Sale and Servicing Agreement, of the Owner Trust Estate other than the Accounts and the Certificateholders Certificate Distribution Account, (ii) the final distribution by the Owner Trustee of all amounts required to be paid to them pursuant to 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 V Five or (iiiii) on the Payment 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 amount received upon liquidation of any property remaining in the Owner Trust in accordance with the terms and priorities set forth in the Indenture, the Sale and Servicing Agreement and Article V. Estate. 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 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 Issuer or Owner Trust Estate nor or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Certificateholder Except as provided in Section 9.01(a), neither of the Depositor nor any Owner shall 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 termination of the TrustIssuer, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates, Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the ServicerServicer given pursuant to Section 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 Certificates, Trust Certificates at the office of the Paying Agent in The City of New York therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Certificateholders, Certificateholders amounts distributable on such Payment Date pursuant to Section 5.2. In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates, respectively, 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, as the case may be, concerning surrender of their Certificates as the case may be, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor5. (d) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Trust Statute.

Termination of Trust Agreement. (a) This The Issuer shall dissolve and this Agreement (other than the provisions of Article VIII) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect upon the latest of (i) upon the maturity or other liquidation of the last Receivable (including the purchase by the Servicer at its option of the Receivables and other Trust 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 Related Documents, (ii) the payment to the Certificateholders and Noteholders and the Certificateholders of all amounts required to be paid to them pursuant to this Agreement, the terms of the Indenture, Indenture and the Sale and Servicing Agreement and Article V the payment to the Insurer of all amounts payable or (ii) on the Payment 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 Trust in accordance with the terms and priorities set forth in the Indenture, reimburseable to it pursuant to the Sale and Servicing Agreement Agreement, (iii) the expiration of the Note Policy in accordance with its terms, or (iv) payment to the Insurer of all amounts due to the Insurer under the Insurance Agreement; provided, however, that the rights to indemnification under Section 8.1 and Article V. the rights 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 legal representatives or heirs to claim an 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 or Owner Trust Estate Property nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Except as provided in Section 9.1(a), neither Triad, ABSC nor any Certificateholder shall be entitled to revoke the trust created hereby or terminate otherwise dissolve the TrustIssuer. (c) Notice of any termination dissolution of the TrustIssuer, specifying the Payment Date upon which the Certificateholders Certificateholder(s) shall surrender their Certificates, Certificates to the Paying Agent Indenture Trustee for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders Certificateholder(s) mailed within five (5) Business Days of receipt of notice of such termination from the ServicerServicer given pursuant to Section 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, Certificates at the office of the Paying Agent Indenture Trustee therein designated, (ii) the amount of any such final payment and payment, (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the 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 Indenture Trustee at the time such notice is given to CertificateholdersCertificateholder(s). Upon presentation and surrender of the Certificates, the Paying Agent Indenture Trustee shall cause to be distributed to Certificateholders, Certificateholder(s) amounts distributable on such Payment Date pursuant to Section 5.24.6(b)(x) of the Sale and Servicing Agreement. In the event that all of the Certificateholders Certificateholder(s) shall not surrender their Certificates, as the case may be, Certificates for cancellation within six (6) 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, respectively, 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, as the case may be, Certificateholder(s) concerning surrender of their Certificates as the case may beCertificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject Any funds held by the Issuer after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, any by the Owner Trustee to TFSPC II and Holders shall look solely to TFSPC II for payment. (d) Any funds remaining in held by the Trust Issuer after exhaustion of such remedies funds for final payment have been distributed or set aside for payment shall be distributed by the Owner Trustee to the DepositorTFSPC II. (de) Upon the winding up of the Trust Issuer and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Trust Statute.

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIIIEight) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect and the Issuer shall dissolve and wind-up upon the earlier of (i) upon the payment to the Noteholders Servicer, the Trustees and the Certificateholders Securityholders of all amounts required to be paid to them pursuant to the terms of the Indenture, the Sale and Servicing Agreement and Article V or Five of this Agreement, (ii) on the Payment 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 Trust Issuer or (iii) upon the purchase of the Receivables by the Servicer in accordance connection with an Optional Purchase and retirement of the terms and priorities set forth in the Indenture, the Sale and Servicing Agreement and Article V. 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 ’s legal representatives or heirs to claim an accounting or to take any action or proceeding Proceeding in any court for a partition or winding up of all or any part of the Issuer or the Trust Property or Owner Trust Estate nor (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Except as provided in Section 9.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke revoke, dissolve or terminate the TrustIssuer. (c) Notice of any termination of the TrustIssuer, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates, Certificates to the Paying Agent Owner Trustee for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer, 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, Certificates at the office of the Paying Agent Owner Trustee therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, applicable and 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 at the time such notice is given to 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 Delaware Statutory Trust Act, amounts distributable on such Payment Date pursuant to Section 5.2. 5.01. (d) In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates, respectively, 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, as the case may be, Certificateholders concerning surrender of their Certificates as the case may be, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. 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 DepositorSeller, as Certificateholder. (de) Upon Following the dissolution and the winding up of the Issuer, in accordance with Section 3808 of the Delaware Statutory Trust and its terminationAct, the Depositor shall instruct the Owner Trustee in writing, and the Owner Trustee, at the expense of the Depositor, 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 Business Delaware Statutory Trust StatuteAct and the Issuer and this Agreement (other than Article Eight) shall terminate and be of no further force or effect.

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Section 5.05 and Article VIII) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect (i) upon the payment to final distribution by the Noteholders and the Certificateholders Owner Trustee of all amounts required to be paid to them pursuant to the terms moneys or other property or proceeds of the Indenture, the Sale and Servicing Agreement and Article V or (ii) on the Payment 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 Trust Estate in accordance with the terms and priorities set forth in of the Indenture, the Sale and Servicing Agreement and Article V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (xi) operate to terminate this Agreement or the Trust, 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 27 (2005-A Amended and Restated Trust Agreement) winding up of all or any part of the Trust or Owner Trust Estate nor or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Except as provided in Section 9.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates, Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the ServicerServicer given pursuant to Section 9.01 of the Sale and Servicing Agreement, stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Certificates, Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Certificateholders, the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.25.02. In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, Trust Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates, respectively, 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, as the case may be, Certificateholders concerning surrender of their Certificates as the case may beTrust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor, subject to applicable escheat laws. (d) Upon the winding up of the Trust and its terminationthe written instructions of the Depositor, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Statutory Trust StatuteAct. Thereupon the Trust and this Agreement (other than Article VIII) shall terminate.

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIIIEight) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect upon the earlier of (i) upon the payment to the Noteholders and the Certificateholders final distribution of all amounts required to be paid to them pursuant to monies or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, the Sale and Servicing Agreement and Article V or Five and (ii) the expiration of 21 years from the death of the survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's, living on the Payment 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 Trust in accordance with the terms and priorities set forth in the Indenture, the Sale and Servicing Agreement and Article V. 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 or Owner Trust Estate nor or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Certificateholder Except as provided in Section 9.01(a), neither the Depositor, the Insurer nor any Owner shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Distribution Date upon which the Certificateholders Owners shall surrender their Certificates, Residual Interest Instruments to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee Trust Agent by letter to Certificateholders Owners mailed within five (5) Business Days of receipt of notice of such termination from the ServicerServicer given pursuant to Section 8.01(b) of the Sale and Servicing Agreement, stating (i) the Payment Distribution Date upon or with respect to which final payment distribution in respect of the Certificates Residual Interest Instruments shall be made upon presentation and surrender of the Certificates, Residual Interest Instruments at the office of the Paying Agent in the City of New York therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates Residual Interest Instruments at the office of the Paying Agent therein specified. The Owner Trustee Trust Agent shall give such notice to the Certificate Registrar (if other than the Owner TrusteeTrust Agent) and the Paying Agent (if other than the Trust Agent) at the time such notice is given to CertificateholdersOwners. Upon presentation and surrender of the CertificatesResidual Interest Instruments, the Paying Agent shall cause to be distributed to CertificateholdersOwners on a pro rata basis any amounts remaining in the Trust upon the termination of this Agreement. In addition, amounts distributable on such Payment Date pursuant to Section 5.2. the Trust Agent shall notify the Rating Agencies upon the final distribution in respect of the Residual Interest Instruments. (d) In the event that all of the Certificateholders Owners shall not surrender their Certificates, as the case may be, Residual Interest Instruments for cancellation within six (6) months after the date specified in the above above-mentioned written notice, the Owner Trustee Trust Agent shall give a second written notice to the remaining Certificateholders Owners to surrender their Certificates, respectively, Residual Interest Instruments for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates Owners shall not have been surrendered for cancellation, the Owner Trustee Trust Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders, as the case may be, Owners concerning surrender of their Certificates as the case may beResidual Interest Instruments, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor. (de) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Trust Statute.

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIII) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect (i) upon the payment to final distribution by the Noteholders and the Certificateholders Owner Trustee or Paying Agent of all amounts required to be paid to them pursuant to 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 V or (ii) on the Payment 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 Trust in accordance with the terms and priorities set forth in the IndentureAgreement, the Sale and Servicing Agreement Interest Rate Swap and Article V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor Trust or (y) entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Except as provided in Section 9.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates, Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee Paying Agent by letter to Certificateholders mailed within five (5) Business Days of receipt of actual notice of such termination from the ServicerServicer given pursuant to Section 9.01(b) of the Sale and Servicing Agreement, stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Certificates, Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, and, as a result, payments being will be made only upon presentation and surrender of the Trust Certificates by Certificateholders at the office of the Paying Agent therein specified. The Owner Trustee Paying Agent shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent Owner Trustee at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Certificateholders, Certificateholders amounts distributable on such Payment Date pursuant to Section 5.25.02. In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, Trust Certificates for cancellation within six (6) months after the date specified in the above above-mentioned written notice, the Owner Trustee Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates, respectively, Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Owner Trustee or Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders, as the case may be, Certificateholders concerning surrender of their Certificates as the case may beTrust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any Any funds remaining in the Owner Trust Estate after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor. (d) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation (as provided to it) with the Secretary of State of the State of Delaware in accordance with the provisions of Section 3810 of the Business Statutory Trust StatuteAct.

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIII) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect (i) upon the payment to 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 and Article V or (ii) on the Payment 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 Trust in accordance with the terms and priorities set forth in the Indenture, the Sale and Servicing Agreement and Article V. Trust. 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 or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates, to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer, 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 the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent shall cause to be distributed to CertificateholdersCertificateholders , amounts distributable on such Payment Date pursuant to Section 5.2. In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates, respectively, 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, as the case may be, concerning surrender of their Certificates as the case may be, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor. (d) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Trust Statute.

Termination of Trust Agreement. (a) This Trust Agreement (other than the provisions of Article VIII) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect upon the earliest of (i) upon the payment to the Noteholders and the Certificateholders final distribution of all amounts required to be paid to them pursuant to the terms moneys or other property or proceeds of the Indenture, the Sale and Servicing Agreement and Article V or (ii) on the Payment 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 Owner Trust Estate in accordance with the terms of the Indenture and priorities set forth this Trust Agreement, (ii)the Payment Date in ____________, (iii) at the Indenture, time provided in Section 8.02 or (iv) purchase by the Sale and Servicer of all Mortgage Loans pursuant to Section 8.08 of the Servicing Agreement and Article V. Agreement. 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 or the Owner Trust Estate nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Except as provided in Section 8.01(a), none of the Depositor, the Holder of the Designated Certificate or any other Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates, Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee Certificate Paying Agent by letter to Certificateholders and the Credit Enhancer mailed within five (5) Business Days of receipt of notice of such termination from the ServicerAdministrator, 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, Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Certificate Payment Agent therein specified. The Owner Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders, Certificateholders amounts distributable on such Payment Date pursuant to Section 5.25.01. In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, Certificates for cancellation within six (6) 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, respectively, 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, as the case may be, Certificateholders concerning surrender of their Certificates as the case may beCertificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Trust Agreement. Subject to applicable escheat laws, any 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 DepositorHolder of the Designated Certificate. (d) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 3810(c) of the Business Statutory Trust Statute.

Termination of Trust Agreement. (a) This Trust Agreement (other than the provisions of this Article VIII) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect upon the earliest of (i) upon the payment to the Noteholders and the Certificateholders final distribution of all amounts required to be paid to them pursuant to the terms moneys or other property or proceeds of the Indenture, the Sale and Servicing Agreement and Article V or (ii) on the Payment 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 Owner Trust Estate in accordance with the terms of the Indenture and priorities set forth this Trust Agreement, (ii) the Payment Date in September 2031, or (iii) the Indenture, purchase by the Sale and Master Servicer of all Home Loans pursuant to Section 8.08(a) of the Servicing Agreement and Article V. Agreement. 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 or the Owner Trust Estate nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Except as provided in Section 8.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates, Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee Certificate Paying Agent by letter to Certificateholders and the Credit Enhancer mailed within five (5) Business Days of receipt of notice of such termination from the ServicerOwner 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, Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Certificate Payment Agent therein specified. The Owner Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders, Certificateholders amounts distributable on such Payment Date pursuant to Section 5.25.01. In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, Certificates for cancellation within six (6) 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, respectively, Certificates for cancellation and receive the final distribution with respect thereto. If Subject to applicable laws with respect to escheat of funds, if within one year after following the second notice Payment Date on which final payment of the Certificates was to have been made pursuant to Section 3.10, all the 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, as the case may be, Certificateholders concerning surrender of their Certificates as the case may beCertificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Trust Agreement. Subject to applicable escheat laws, any 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 Depositorholder of the majority of the Certificate Percentage Interest of the Certificates. (d) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 3810(c) of the Business Trust Statute.

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Section 5.05 and Article VIII) shall terminate and the Trust shall dissolve, wind-up dissolve and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect (i) upon the payment to final distribution by the Noteholders and the Certificateholders Owner Trustee of all amounts required to be paid to them pursuant to moneys or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, the Sale and Servicing Agreement and Agreement, Article V or (ii) on the Payment 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 Business Trust in accordance with the terms and priorities set forth in the Indenture, the Sale and Servicing Agreement and Article V. Statute. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (xi) operate to terminate this Agreement or the Trust, nor (yii) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Except as provided in Section 9.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Distribution Date upon which the Certificateholders shall surrender their Certificates, Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the ServicerServicer given pursuant to Section 9.01 of the Sale and Servicing Agreement, stating (i) the Payment Distribution Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Certificates, Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Certificateholders, Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.25.02. In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, Trust Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates, respectively, 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, as the case may be, Certificateholders concerning surrender of their Certificates as the case may beTrust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor, subject to applicable escheat laws. (d) Upon the winding up of the Trust in accordance with the Business Trust Statute (including, without limitation, the reasonable provision for payment of all obligations of the Trust in accordance with Section 3808(e) of the Business Trust Statute) and its terminationthe written instructions of the Depositor, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Trust Statute. Thereupon the Trust and this Agreement (other than Article VIII) shall terminate.

Termination of Trust Agreement. (a) This Trust Agreement (other than the provisions of this Article VIII) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect upon the earliest of (i) upon the payment to the Noteholders and the Certificateholders final distribution of all amounts required to be paid to them pursuant to the terms moneys or other property or proceeds of the Indenture, the Sale and Servicing Agreement and Article V or (ii) on the Payment 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 Owner Trust Estate in accordance with the terms of the Indenture and priorities set forth this Trust Agreement, (ii) the Payment Date in February 2011, (iii) at the Indenture, time provided in Section 8.02 or (iv) the Sale and purchase by the Master Servicer of all Revolving Credit Loans pursuant to Section 8.08(a) of the Servicing Agreement and Article V. Agreement. 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 legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or the Owner Trust Estate nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Except as provided in Section 8.01(a), none of the Depositor, the Holder of the Designated Certificate or any other Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates, Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee Certificate Paying Agent by letter to Certificateholders and the Credit Enhancer mailed within five (5) Business Days of receipt of notice of such termination from the ServicerOwner 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, Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Certificate Payment Agent therein specified. The Owner Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders, Certificateholders amounts distributable on such Payment Date pursuant to Section 5.25.01. In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, Certificates for cancellation within six (6) 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, respectively, Certificates for cancellation and receive the final distribution with respect thereto. If Subject to applicable laws with respect to escheat of funds, if within one year after following the second notice Payment Date on which final payment of the Certificates was to have been made pursuant to Section 3.10, all the 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, as the case may be, Certificateholders concerning surrender of their Certificates as the case may beCertificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this [NY01:241702.4] 16069-00382 12/19/96 10:59pm 27 Trust Agreement. Subject to applicable escheat laws, any 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 DepositorHolder of the Designated Certificate. (d) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 3810(c) of the Business Trust Statute.

Termination of Trust Agreement. (a) This Trust Agreement (other than the provisions of this Article VIII) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect upon the earliest of (i) upon the payment to the Noteholders and the Certificateholders final distribution of all amounts required to be paid to them pursuant to the terms moneys or other property or proceeds of the Indenture, the Sale and Servicing Agreement and Article V or (ii) on the Payment 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 Owner Trust Estate in accordance with the terms of the Indenture and priorities set forth this Trust Agreement, (ii) the Payment Date in March 2032, or (iii) the Indenture, purchase by the Sale and Master Servicer of all Home Loans pursuant to Section 8.08(a) of the Servicing Agreement and Article V. Agreement. 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 or the Owner Trust Estate nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Except as provided in Section 8.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates, Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee Certificate Paying Agent by letter to Certificateholders and the Credit Enhancer mailed within five (5) Business Days of receipt of notice of such termination from the ServicerOwner 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, Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Certificate Payment Agent therein specified. The Owner Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders, Certificateholders amounts distributable on such Payment Date pursuant to Section 5.25.01. In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, Certificates for cancellation within six (6) 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, respectively, Certificates for cancellation and receive the final distribution with respect thereto. If Subject to applicable laws with respect to escheat of funds, if within one year after following the second notice Payment Date on which final payment of the Certificates was to have been made pursuant to Section 3.10, all the 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, as the case may be, Certificateholders concerning surrender of their Certificates as the case may beCertificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Trust Agreement. Subject to applicable escheat laws, any 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 Depositorholder of the majority of the Certificate Percentage Interest of the Certificates. (d) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 3810(c) of the Business Trust Statute.

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIII) shall terminate and the Trust shall dissolve, wind-up dissolve and terminate in accordance with Section 3808 of pursuant to the Business Trust 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) upon the final payment to 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 and Article V or (ii) on the Payment 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 Home Equity Loan remaining in the Trust Trust; (ii) the optional purchase by the Master Servicer of the Home Equity Loans as described in accordance with the terms and priorities set forth in the Indenture, Section 8.01 of the Sale and Servicing Agreement Agreement, (iii) the sale of the Home Equity Loans as described in Section 10.2 of the Indenture and Article V. the corresponding redemption of the Notes; and (iv) the Payment Date in July 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 CertificateholderTransferor's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding winding-up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Certificateholder The Ownership Interest shall be subject to an early redemption or termination at the option of the Master Servicer in the manner and subject to the provisions of Section 8.01 of the Sale and Servicing Agreement. (c) Except as provided in Sections 9.1(a) and (b) above, neither the Depositor nor the Transferor shall be entitled to revoke or terminate the Trust. (cd) Notice If any Ownership Interest is in certificated form, notice of any termination of the Trust, specifying the Payment Date upon which the Certificateholders Transferor shall surrender their Certificates, Ownership Interest to the Paying Agent for payment of the final distribution distributions and cancellation, shall be given by the Owner Trustee by letter Registrar to Certificateholders the Transferor, the Insurer and the Rating Agencies mailed within five (5) Business Days of receipt by the Registrar of notice of such termination from pursuant to (a) or (b) above, which notice given by the Servicer, 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 the Record Date otherwise applicable to such Payment Date 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 at the time such notice is given to Certificateholdersthe Transferor. Upon presentation of such submission of a claim for and surrender acknowledgment of final distribution under the CertificatesOwnership Interest, the Paying Agent shall cause to be distributed to Certificateholders, the Transferor amounts distributable on such Payment Date pursuant to Section 5.25.01 of the Sale and Servicing Agreement. In the event that all of the Certificateholders Transferor shall not surrender their Certificates, as have submitted claim for and acknowledgment of final distribution under the case may be, Ownership Interest for cancellation within six (6) 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, respectively, 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, as Transferor concerning the case may be, concerning surrender of their Certificates as the case may befinal distribution, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor. (de) Upon the winding up of the Trust and its termination, the Delaware Trustee and the Owner Trustee shall cause the Certificate of Trust to be cancelled canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Trust Statute.

Termination of Trust Agreement. (a) This Trust Agreement (other than the provisions of Article VIIIVII) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect upon the earlier of (i) upon the payment to the Noteholders and the Certificateholders final distribution of all amounts required to be paid to them pursuant to the terms moneys or other property or proceeds of the Indenture, the Sale and Servicing Agreement and Article V or (ii) on the Payment 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 Owner Trust Estate in accordance with the terms of the Indenture and priorities set forth this Trust Agreement and (ii) the distribution of all of the assets of the Owner Trust Estate, in accordance with written instructions provided to the Owner Trustee by the Majority Certificateholder, following the optional redemption of the Notes effected by the Majority Certificateholder pursuant to Section 8.06 of the Indenture, ; provided in each case that all amounts owing to the Sale Noteholders to the extent payable from the Owner Trust Estate or proceeds thereof have been paid in full and Servicing Agreement and Article V. that all obligations under the Indenture have been discharged. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (x) operate to terminate this Trust Agreement or the Trust, nor Trust or (y) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or the Owner Trust Estate nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Certificateholder shall be entitled to revoke or terminate the Trust.[Reserved] (c) Notice of any termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates, Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee Certificate Paying Agent by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such termination the final payment on the Notes from the ServicerSecurities 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, Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Certificate Payment Agent therein specified. The Owner Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders, Certificateholders amounts distributable on such Payment Date pursuant to Section 5.25.01. In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, Certificates for cancellation within six (6) 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, respectively, 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, as the case may be, Certificateholders concerning surrender of their Certificates as the case may beCertificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Trust Agreement. Subject to applicable escheat laws, any 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. (d) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 3810(c) of the Business Statutory Trust Statute.

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIII) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect and the Trust shall dissolve upon the earlier of (i) upon the payment to the Noteholders Servicer, the Noteholders, the Certificateholders and the Certificateholders Insurer of all amounts required to be paid to them pursuant to the terms of the Indenture, the Sale and Servicing Agreement, the Insurance Agreement and Article V or and (ii) on the Payment Distribution Date next succeeding the month which is one year after the maturity or other liquidation of the last Receivable and the disposition of any amounts received upon liquidation of any property remaining in the Trust Trust; provided, however, in -------- ------- each case, that the Policy shall have been terminated in accordance with the its terms and priorities set forth in returned to the Indenture, the Sale and Servicing Agreement and Article V. Insurer for cancellation. 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 or Owner Trust Estate nor (z) or otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Distribution Date upon which the Certificateholders shall surrender their Certificates, Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the 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, Certificates at the office of the Paying Agent therein designatedspecified, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent shall cause to be distributed to the Certificateholders, subject to Section 3808 of the Business Trust Statute, amounts distributable on such Payment Distribution Date pursuant to Section 5.2. In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates, respectively, 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, as the case may be, Certificateholders concerning surrender of their Certificates as the case may be, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the DepositorSeller, as holder of the Residual Interest. (d) Upon the winding up of the Trust, in accordance with Section 3808 of the Business Trust Statute, and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Trust Statute.

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIII) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect on the earlier of: (i) upon the payment satisfaction and discharge of the Indenture pursuant to Section 4.01 of the Noteholders Indenture and the Certificateholders termination of all amounts required to be paid to them pursuant to the terms of the Indenture, the Sale and Servicing Agreement Agreement; and Article V or (ii) on the Payment Date next succeeding expiration of 21 years from the month which is one year after the maturity or other liquidation death of the last Receivable and survivor of the disposition descendants of any amounts received upon liquidation Xxxxxx X. Xxxxxxx (the late ambassador of any property remaining in the Trust in accordance with United States to the terms and priorities set forth in Court of St. James's) alive on the Indenture, the Sale and Servicing Agreement and Article V. date hereof. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder Owner shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle such CertificateholderOwner's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Certificateholder The Residual Interest Certificates shall be subject to an early redemption or termination at the option of the Transferor in the manner and subject to the provisions of Section 11.02 of the Sale and Servicing Agreement. (c) Except as provided in Sections 9.1(a) and (b) above, none of the Depositor, the Transferor nor any Owner shall be entitled to revoke or terminate the Trust. (cd) Notice of any termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates, Residual Interest Certificates to the Paying Agent for payment of the final distribution distributions and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders and the Rating Agencies mailed within five (5) Business Days of receipt by the Owner Trustee of notice of such termination from pursuant to Section 9.1(a) or (b) above, which notice given by the Servicer, stating Owner Trustee shall state (i) the Payment Date upon or with respect to which final payment of the Residual Interest Certificates shall be made upon presentation and surrender of the Certificates, Residual Interest Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Residual Interest Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Residual Interest Certificates, the Paying Agent shall cause to be distributed to Certificateholders, Certificateholders amounts distributable on such Payment Date pursuant to Section 5.25.02 of the Sale and Servicing Agreement. In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, Residual Interest Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates, respectively, Residual Interest Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Residual Interest 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, as the case may be, Certificateholders concerning surrender of their Certificates as the case may beResidual Interest Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee Paying Agent to the DepositorResidual Interestholders on a pro rata basis. (de) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 3820 of the Business Trust Statute.

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIIIEight) and the Trust Issuer shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect upon the earlier to occur of (i) upon the payment purchase on any Payment Date by the Servicer, or any successor Servicer, at its option, pursuant to Section 8.01(a) of the Noteholders Sale and Servicing Agreement, of the Owner Trust Estate other than the Accounts and the Certificateholders Certificate Distribution Account, (ii) the final distribution by the Owner Trustee of all amounts required to be paid to them pursuant to 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 V Five or (iiiii) on the Payment 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 amount received upon liquidation of any property remaining in the Owner Trust in accordance with the terms and priorities set forth in the Indenture, the Sale and Servicing Agreement and Article V. Estate. 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 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 Issuer or Owner Trust Estate nor or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Certificateholder Except as provided in Section 9.01(a), neither of the Depositor nor any Owner shall 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 termination of the TrustIssuer, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates, Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the ServicerServicer given pursuant to Section 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 Certificates, at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein specified. in The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent shall cause to be distributed to Certificateholders, amounts distributable on such Payment Date pursuant to Section 5.2. In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates, respectively, 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, as the case may be, concerning surrender of their Certificates as the case may be, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor. (d) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Trust Statute.City

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIIIEight) and the Trust Issuer shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Statutory Trust Statute and be of no further force or effect upon the earlier to occur of (i) upon the payment purchase on any Payment Date by the Servicer, or any successor Servicer, at its option, pursuant to Section 8.01(a) of the Noteholders Sale and Servicing Agreement, of the Owner Trust Estate other than the Accounts and the Certificateholders Certificate Distribution Account, (ii) the final distribution by the Owner Trustee of all amounts required to be paid to them pursuant to 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 V Five or (iiiii) on the Payment 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 amount received upon liquidation of any property remaining in the Owner Trust in accordance with the terms and priorities set forth in the Indenture, the Sale and Servicing Agreement and Article V. Estate. 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 Trust Issuer or Owner Trust Estate nor or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Certificateholder Except as provided in Section 9.01(a), neither of the Depositor nor any Owner shall 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 termination of the TrustIssuer, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates, Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the ServicerServicer given pursuant to Section 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 Certificates, Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Certificateholders, Certificateholders amounts distributable on such Payment Date pursuant to Section 5.2. In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates, respectively, 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, as the case may be, concerning surrender of their Certificates as the case may be, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor5. (d) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Trust Statute.

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIII) and the The Trust shall dissolve, wind-liquidate and be wound up and terminate in accordance with Section 3808 of the Business Statutory Trust Statute and be of no further force or effect upon (i) upon the payment to final distribution by the Noteholders and the Certificateholders Trustee or any other party acting as paying agent of all amounts required to be paid to them pursuant to moneys or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, the Sale and Servicing Agreement and Article V V, upon which the Trustee or any other party acting as paying agent shall notify the Owner Trustee and the Trust Depositor in writing and (ii) on the Payment Date next succeeding the month which is one year after the maturity or other liquidation written consent of the last Receivable and the disposition of any amounts received upon liquidation of any property remaining in the Trust in accordance with the terms and priorities set forth in the Indenture, the Sale and Servicing Agreement and Article V. Certificateholders. The bankruptcy, liquidation, termination, dissolution, death or incapacity of any Certificateholder shall not (x) operate to dissolve or terminate this Trust Agreement or the Trust, nor Trust or (y) entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Except as provided in Section 9.01(a), neither the Trust Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates, Trust Certificates to the Paying Agent Trustee or any other party acting as paying agent of the Trustee for payment of the final distribution and cancellation, shall be given by the Owner Trustee or any other party acting as paying agent by letter to Certificateholders mailed within five (5) Business Days of receipt of written notice of such termination from the Servicer stating, as set forth in such notice from the Servicer, 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 Certificates, Trust Certificates at the office of the Paying Agent Trustee therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Agent Trustee therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent Owner Trustee at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent Trustee shall cause to be distributed to Certificateholders, Certificateholders amounts distributable on such Payment Date pursuant to Section 5.25.02. In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, Trust Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates, respectively, 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, as the case may be, Certificateholders concerning surrender of their Certificates as the case may beTrust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Trust Agreement. Subject to applicable escheat laws, any Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee or any other party acting as paying agent, to the Trust Depositor. Certificateholders shall thereafter look solely to the Trust Depositor as general unsecured creditors. (d) Upon the winding up of the Trust and its terminationpayment of all liabilities in accordance with Section 3808 of the Statutory Trust Statute, the paying agent shall make a final distribution to the Certificateholders in accordance with Article V and Section 9.01(c) above and the Administrator shall instruct the Owner Trustee shall in writing to cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Statutory Trust Statute.. Thereupon, the Trust and this Trust Agreement (other than the rights, benefits, protections, privileges and immunities of the Owner Trustee and the Trust Company) shall terminate. BUSINESS.29147460.5

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIIIEight) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect and the Issuer shall dissolve upon the earlier of (i) upon the payment to the Master Servicer, the Paying Agent, the Owner Trustee, the Indenture Trustee, 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 and Article V or Five, (ii) on the Payment Distribution Date next succeeding the month which is one year after the maturity or other liquidation of the last Receivable and the disposition of any amounts received upon liquidation of any property remaining in the Trust Issuer or (iii) upon the purchase of the Receivables by the Seller in accordance connection with an Optional Purchase and retirement of the terms Notes and priorities set forth in the Indenture, the Sale and Servicing Agreement and Article V. Certificates. 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 Trust Issuer or the Owner Trust Estate nor or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Except as provided in Section 9.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the TrustIssuer. (c) Notice of any termination of the TrustIssuer, specifying the Payment Distribution Date upon which the Certificateholders shall surrender their Certificates, Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Master 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, Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, 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 at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent shall cause to be distributed to Certificateholders, subject to Section 3808 of the Statutory Trust Statute, amounts distributable on such Payment Distribution Date pursuant to Section 5.2. 5.02. (d) In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates, respectively, 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, as the case may be, Certificateholders concerning surrender of their Certificates as the case may be, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. 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 DepositorSeller, as Certificateholder. (de) Upon the winding up of the Issuer, in accordance with Section 3808 of the Statutory Trust Statute, and its termination, the Owner Trustee Trustee, acting pursuant to the written instructions of the Depositor, 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 Business Statutory Trust Statute.. ARTICLE TEN

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIII) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect (i) upon the payment to 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 and Article V or (ii) on the Payment 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 Trust in accordance with the terms and priorities set forth in the Indenture, the Sale and Servicing Agreement and Article V. Trust. 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 or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates, to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer, 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 the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent shall cause to be distributed to Certificateholders, amounts distributable on such Payment Date pursuant to Section 5.2. In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates, respectively, 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, as the case may be, concerning surrender of their Certificates as the case may be, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor. (d) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Trust Statute.

Termination of Trust Agreement. (a) This Trust Agreement (other than the provisions of Article VIII) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect upon (i) upon the payment dissolution of the Trust pursuant to Section 9.01(c) (ii) the Noteholders and the Certificateholders final distribution of all amounts required to be paid to them pursuant to moneys or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, the Sale and Servicing Agreement and Article V or this Trust Agreement and (iiiii) on the Payment Date next succeeding the month which is one year after the maturity or other liquidation filing of the last Receivable and the disposition a certificate of any amounts received upon liquidation of any property remaining in the Trust cancellation in accordance with Section 3810 of the terms and priorities set forth in the Indenture, the Sale and Servicing Agreement and Article V. Statutory Trust Act. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder the holder of the Trust Certificate shall not (x) operate to terminate this Trust Agreement or the Trust, nor (y) entitle such Certificateholder's holder’s legal representatives or heirs to claim an accounting 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) No Certificateholder Except as provided in Section 9.01(a), neither the Depositor nor any holder of the Trust Certificate shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Distribution Date upon which the Certificateholders holder of the Trust Certificate shall surrender their Certificates, its Trust Certificate to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Owner Eligible Lender Trustee by letter to Certificateholders the holder of the Trust Certificate mailed within five (5) Business Days of receipt of notice of such termination from the ServicerAdministrator given pursuant to Section 9.01(b) of the Sale and Servicing Agreement, stating (i) the Payment Distribution Date upon or with respect to which final payment of the Certificates Trust Certificate shall be made upon presentation and surrender of the Certificates, Trust Certificate at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates Trust Certificate at the office of the Certificate Paying Agent therein specified. The Owner Eligible Lender Trustee shall give such notice to the Certificate Registrar (if other than the Owner Eligible Lender Trustee) and the Certificate Paying Agent at the time such notice is given to Certificateholdersthe holder of the Trust Certificate. Upon Subject to Section 3808 of the Statutory Trust Act, upon presentation and surrender of the CertificatesTrust Certificate, the Certificate Paying Agent shall cause to be distributed to Certificateholders, the holder of the Trust Certificate amounts distributable to such holder on such Payment Distribution Date pursuant to Section 5.25.01. The Trust shall dissolve upon receipt by the Eligible Lender Trustee of such notice from the Administrator given pursuant to Section 9.01(b) of the Sale and Servicing Agreement, and upon such dissolution the Administrator shall wind up the Trust in accordance with Section 3808 of the Statutory Trust Act. In the event that all the holder of the Certificateholders Trust Certificate shall not surrender their Certificates, as the case may be, its Trust Certificate for cancellation within six (6) months after the date specified in the above above-mentioned written notice, the Owner Eligible Lender Trustee shall give a second written notice to the remaining Certificateholders holder of the Trust Certificate to surrender their Certificates, respectively, its Trust Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates Trust Certificate shall not have been surrendered for cancellation, the Owner Eligible Lender Trustee may take appropriate steps, or may appoint an agent to take other reasonable and appropriate steps, to contact the remaining Certificateholders, as holder of the case may be, Trust Certificate concerning surrender of their Certificates as the case may beits Trust Certificate, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Trust Agreement. Subject to applicable escheat laws, any funds remaining in the Trust after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Owner Eligible Lender Trustee to the Depositor. (d) . Upon completion of the winding up of the Trust and its terminationTrust, the Owner Trustee Eligible Lender Trustee, at the direction and expense of the Administrator, shall cause the Certificate of Trust to be cancelled by filing file a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Statutory Trust StatuteAct.

Termination of Trust Agreement. (a) This Trust Agreement (other than the provisions of Article VIIIVII) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect upon the earliest of (i) upon the payment to the Noteholders and the Certificateholders final distribution of all amounts required to be paid to them pursuant to the terms moneys or other property or proceeds of the Indenture, the Sale and Servicing Agreement and Article V or (ii) on the Payment 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 Trust Estate in accordance with the terms of the Indenture and priorities set forth this Trust Agreement, (ii) the distribution of all of the assets of the Trust Estate, in accordance with written instructions provided to the IndentureOwner Trustee by the Master Servicer, following the optional redemption of the Notes by the Issuing Entity pursuant to Section 8.07 of the Indenture and subject to Article IX of the Sale and Servicing Agreement Agreement; provided in each case that all amounts owing to the Noteholders to the extent payable from the Trust Estate or proceeds thereof have been paid in full and Article V. that all obligations under the Indenture have been discharged. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (x) operate to terminate this Trust Agreement or the Trust, nor Trust or (y) entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner the Trust Estate nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Except as provided in Section 8.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates, Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee Certificate Paying Agent by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such termination the final payment on the Notes from the ServicerIndenture 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, Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Certificate Payment Agent therein specified. The Owner Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders, Certificateholders amounts distributable on such Payment Date pursuant to Section 5.2. 5.01. (d) In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, Certificates for cancellation within six (6) 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, respectively, 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, as the case may be, Certificateholders concerning surrender of their Certificates as the case may beCertificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Trust Agreement. Subject to applicable escheat laws, any 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. (de) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 3810(c) of the Business Statutory Trust Statute. (f) Notwithstanding anything to the contrary herein, the Trust shall not terminate upon the occurrence of a TMP Trigger Event or REMIC Conversion.

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIIIEight) and the Trust Issuer shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute dissolve and be of no further force or effect upon the earlier to occur of (i) upon the payment purchase on any Payment Date by the Servicer, or any successor Servicer, at its option, pursuant to Section 8.01(a) of the Noteholders Sale and Servicing Agreement, of the Owner Trust Estate other than the Accounts and the Certificateholders Certificate Distribution Account, (ii) the final distribution by the Owner Trustee of all amounts required to be paid to them pursuant to 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 V Five or (iiiii) on the Payment 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 amount received upon liquidation of any property remaining in the Owner Trust in accordance with the terms and priorities set forth in the Indenture, the Sale and Servicing Agreement and Article V. Estate. 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 Trust Issuer or Owner Trust Estate nor or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Except as provided in Section 9.01(a), neither of the Depositor nor any Certificateholder shall 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 Payment Date. (d) Notice of any termination of the TrustIssuer, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates, Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the ServicerServicer given pursuant to Section 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 Certificates, at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent shall cause to be distributed to Certificateholders, amounts distributable on such Payment Date pursuant to Section 5.2. In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates, respectively, 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, as the case may be, concerning surrender of their Certificates as the case may be, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor. (d) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Trust Statute.

Termination of Trust Agreement. (a) This Trust Agreement (other than the provisions of this Article VIII) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect upon the earliest of (i) upon the payment to the Noteholders and the Certificateholders final distribution of all amounts required to be paid to them pursuant to the terms moneys or other property or proceeds of the Indenture, the Sale and Servicing Agreement and Article V or (ii) on the Payment 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 Owner Trust Estate in accordance with the terms of the Indenture and priorities set forth this Trust Agreement, (ii) the Payment Date in July 2026, or (iii) the Indenture, purchase by the Sale and Master Servicer of all Home Loans pursuant to Section 8.08(a) of the Servicing Agreement and Article V. Agreement. 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 or the Owner Trust Estate nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Except as provided in Section 8.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates, Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee Certificate Paying Agent by letter to Certificateholders and the Credit Enhancer mailed within five (5) Business Days of receipt of notice of such termination from the ServicerOwner 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, Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Certificate Payment Agent therein specified. The Owner Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders, Certificateholders amounts distributable on such Payment Date pursuant to Section 5.25.01. In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, Certificates for cancellation within six (6) 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, respectively, Certificates for cancellation and receive the final distribution with respect thereto. If Subject to applicable laws with respect to escheat of funds, if within one year after following the second notice Payment Date on which final payment of the Certificates was to have been made pursuant to Section 3.10, all the 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, as the case may be, Certificateholders concerning surrender of their Certificates as the case may beCertificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Trust Agreement. Subject to applicable escheat laws, any 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 Depositorholder of the majority of the Certificate Percentage Interest of the Certificates. (d) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 3810(c) of the Business Trust Statute.

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIIIEight) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect and the Issuer shall dissolve and wind-up upon the earlier of (i) upon the payment to the Noteholders Servicer, the Trustees and the Certificateholders Securityholders of all amounts required to be paid to them pursuant to the terms of the Indenture, the Sale and Servicing Agreement and Article V or Five of this Agreement, (ii) on the Payment 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 Trust Issuer or (iii) upon the purchase of the Receivables by the Servicer in accordance connection with an Optional Purchase and retirement of the terms and priorities set forth in the Indenture, the Sale and Servicing Agreement and Article V. 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 ’s legal representatives or heirs to claim an accounting or to take any action or proceeding Proceeding in any court for a partition or winding up of all or any part of the Issuer or the Trust Property or Owner Trust Estate nor (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Except as provided in Section 9.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke revoke, dissolve or terminate the TrustIssuer. (c) Notice of any termination of the TrustIssuer, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates, Certificates to the Paying Agent Owner Trustee for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer, 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, Certificates at the office of the Paying Agent Owner Trustee therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, applicable and 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 at the time such notice is given to 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 Delaware Statutory Trust Act, amounts distributable on such Payment Date pursuant to Section 5.2. 5.01. (d) In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates, respectively, 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, as the case may be, Certificateholders concerning surrender of their Certificates as the case may be, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. 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 DepositorSeller, as Certificateholder. (de) Upon Following the dissolution and the winding up of the Issuer, in accordance with Section 3808 of the Delaware Statutory Trust and its terminationAct, the Depositor shall instruct the Owner Trustee in writing, and the Owner Trustee, at the expense of the Depositor, 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 Business Delaware Statutory Trust Statute.Act and the Issuer and this Agreement (other than Article Eight) shall terminate and be of no further force or effect. ARTICLE TEN SUCCESSOR AND ADDITIONAL OWNER TRUSTEES

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIII) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect (i) upon the payment to final distribution by the Noteholders and the Certificateholders Owner Trustee or Paying Agent of all amounts required to be paid to them pursuant to 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 V or (ii) on the Payment 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 Trust in accordance with the terms and priorities set forth in the IndentureAgreement, the Sale and Servicing Agreement Interest Rate Swap and Article V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor Trust or (y) entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Except as provided in Section 9.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates, Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee Paying Agent by letter to Certificateholders mailed within five (5) Business Days of receipt of actual notice of such termination from the ServicerServicer given pursuant to Section 9.01(b) of the Sale and Servicing Agreement, stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Certificates, Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, and, as a result, payments being will be made only upon presentation and surrender of the Trust Certificates by Certificateholders at the office of the Paying Agent therein specified. The Owner Trustee Paying Agent shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent Owner Trustee at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Certificateholders, Certificateholders amounts distributable on such Payment Date pursuant to Section 5.25.02. In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, Trust Certificates for cancellation within six (6) months after the date specified in the above above-mentioned written notice, the Owner Trustee Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates, respectively, Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Owner Trustee or Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders, as the case may be, Certificateholders concerning surrender of their Certificates as the case may beTrust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any Any funds remaining in the Owner Trust Estate after exhaustion of such remedies shall be distributed by the Owner Trustee to the DepositorDepositor subject to applicable escheat laws. (d) Upon the winding up of the Trust and its terminationtermination and receipt of written instruction from the Administrator, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation (as provided to it) with the Secretary of State of the State of Delaware in accordance with the provisions of Section 3810 of the Business Statutory Trust StatuteAct.

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIIIEight) shall terminate and the Trust Issuing Entity shall dissolve, wind-dissolve and be wound up and terminate in accordance with Section 3808 of the Business Statutory Trust Statute and be Statute, upon the earliest of no further force or effect (i) upon the payment to final distribution by the Noteholders and the Certificateholders Owner Trustee of all amounts required to be paid to them pursuant to the terms funds or other property 25 (NALT 2006-A Amended and Restated Trust Agreement) or proceeds of the Indenture, the Sale and Servicing Agreement and Article V or (ii) on the Payment 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 Owner Trust Estate in accordance with the terms of the Indenture and priorities set forth this Agreement or (ii) at the times provided in the Indenture, the Sale and Servicing Agreement and Article V. Section 9.03. The bankruptcy, liquidation, dissolution, or termination, death or incapacity of any Certificateholder Trust Certificateholder, other than the Depositor, as described in Section 9.03, shall not (xi) operate to terminate this Agreement or the TrustIssuing Entity, nor (yii) entitle such Trust Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust Issuing Entity or Owner Trust Estate nor (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Except as provided in Section 9.01(a), neither the Depositor nor any other Trust Certificateholder shall be entitled to revoke or terminate the TrustIssuing Entity. (c) Notice of any termination of the Trustthis Agreement pursuant to Section 9.01(a), specifying the Payment Date upon which the Trust Certificateholders shall surrender their Certificates, Trust Certificates to the Paying Agent for final payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Trust Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the ServicerAdministrative 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 Certificates, Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to CertificateholdersTrust Certificateholders and the Depositor. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Certificateholders, Trust Certificateholders amounts distributable on such Payment Date pursuant to Section 5.25.02. In The Owner Trustee shall promptly notify each Rating Agency upon the event that all final payment of the Trust Certificates. (d) If one or more of the Trust Certificateholders shall not surrender their Certificates, as the case may be, Trust Certificates for cancellation within six (6) 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 Certificates, respectively, 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 Certificateholders, as the case may be, Trust Certificateholders concerning surrender of their Certificates as the case may beTrust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any Any funds remaining in the Trust Issuing Entity after exhaustion of such remedies shall be distributed by the Owner Trustee to the DepositorAdministrative Agent. (de) Upon the winding up of the Trust Issuing Entity and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Statutory Trust Statute.

Termination of Trust Agreement. (a) This Trust Agreement (other than the provisions of this Article VIII) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect upon the earliest of (i) upon the payment to the Noteholders and the Certificateholders final distribution of all amounts required to be paid to them pursuant to the terms moneys or other property or proceeds of the Indenture, the Sale and Servicing Agreement and Article V or (ii) on the Payment 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 Owner Trust Estate in accordance with the terms of the Indenture and priorities set forth this Trust Agreement, (ii) the Payment Date in June 2034, or (iii) the Indenture, purchase by the Sale and Master Servicer of all Home Loans pursuant to Section 8.08(a) of the Servicing Agreement and Article V. Agreement. 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 or the Owner Trust Estate nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Except as provided in Section 8.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates, Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee Certificate Paying Agent by letter to Certificateholders and the Credit Enhancer mailed within five (5) Business Days of receipt of notice of such termination from the ServicerOwner 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, Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Certificate Payment Agent therein specified. The Owner Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders, Certificateholders amounts distributable on such Payment Date pursuant to Section 5.25.01. In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, Certificates for cancellation within six (6) 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, respectively, Certificates for cancellation and receive the final distribution with respect thereto. If Subject to applicable laws with respect to escheat of funds, if within one year after following the second notice Payment Date on which final payment of the Certificates was to have been made pursuant to Section 3.10, all the 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, as the case may be, Certificateholders concerning surrender of their Certificates as the case may beCertificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Trust Agreement. Subject to applicable escheat laws, any 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 Depositorholder of the majority of the Certificate Percentage Interest of the Certificates. (d) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 3810(c) of the Business Statutory Trust Statute.

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIII) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect upon the earlier of (i) upon the payment to the Noteholders and the Certificateholders final distribution of all amounts required to be paid to them pursuant to monies or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, the Sale and Servicing Agreement and Article V or Five and (ii) on the Payment Date next succeeding expiration of 21 years from the month which is one year after the maturity or other liquidation death of the last Receivable and survivor of the disposition descendants of any amounts received upon liquidation of any property remaining in the Trust in accordance with the terms and priorities set forth in the IndentureJoseph P. Kennedy, the Sale and Servicing Agreement and Article V. late Ambassador of the United States to the Xxxxx xx Xx. Xxxes'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 or Owner Trust Estate nor or (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Certificateholder Except as provided in Section 9.01(a), neither the Depositor, the Insurer nor any Owner shall be entitled to revoke or terminate dissolve the Trust. (c) Notice of any termination dissolution of the Trust, specifying the Payment Distribution Date upon which the Certificateholders Owners shall surrender their Certificates, Residual Interest Instruments to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee Trust Agent by letter to Certificateholders Owners mailed within five (5) Business Days of receipt of notice of such termination from the ServicerServicer given pursuant to Section 8.01(b) of the Sale and Servicing Agreement, stating (i) the Payment Distribution Date upon or with respect to which final payment distribution in respect of the Certificates Residual Interest Instruments shall be made upon presentation and surrender of the Certificates, Residual Interest Instruments at the office of the Paying Agent in the City of New York therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates Residual Interest Instruments at the office of the Paying Agent therein specified. The Owner Trustee Trust Agent shall give such notice to the Certificate Registrar (if other than the Owner TrusteeTrust Agent) and the Paying Agent (if other than the Trust Agent) at the time such notice is given to CertificateholdersOwners. Upon After satisfaction of any liabilities of the Trust in accordance with the Statutory Trust Statute, and upon presentation and surrender of the CertificatesResidual Interest Instruments, the Paying Agent shall cause to be distributed to CertificateholdersOwners, on a pro rata basis, any amounts distributable on such Payment Date pursuant to Section 5.2remaining in the Residual Distribution Account and the Trust upon the termination of this Agreement. In addition, the Trust Agent shall notify the Rating Agencies upon the final distribution in respect of the Residual Interest Instruments. (d) In the event that all of the Certificateholders Owners shall not surrender their Certificates, as the case may be, Residual Interest Instruments for cancellation within six (6) months after the date specified in the above above-mentioned written notice, the Owner Trustee Trust Agent shall give a second written notice to the remaining Certificateholders Owners to surrender their Certificates, respectively, Residual Interest Instruments for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates Owners shall not have been surrendered for cancellation, the Owner Trustee Trust Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders, as the case may be, Owners concerning surrender of their Certificates as the case may beResidual Interest Instruments, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor. (de) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Statutory Trust Statute. Upon the filing of such certificate, the Trust and this Agreement (other than Article VIII) shall terminate and be of no further force or effect.

Termination of Trust Agreement. (a) This Trust Agreement (other than the provisions of Article VIIIVII) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect upon the earliest of (i) upon the payment to the Noteholders and the Certificateholders final distribution of all amounts required to be paid to them pursuant to the terms moneys or other property or proceeds of the Indenture, the Sale and Servicing Agreement and Article V or (ii) on the Payment 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 Trust Estate in accordance with the terms of the Indenture and priorities set forth this Trust Agreement, (ii) the distribution of all of the assets of the Trust Estate, in accordance with written instructions provided to the IndentureOwner Trustee by the Master Servicer, following the optional redemption of the Notes by the Issuing Entity pursuant to Section 8.07 of the Indenture and subject to Article IX of the Sale and Servicing Agreement Agreement; provided in each case that all amounts owing to the Noteholders to the extent payable from the Trust Estate or proceeds thereof have been paid in full and Article V. that all obligations under the Indenture have been discharged. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (x) operate to terminate this Trust Agreement or the Trust, nor Trust or (y) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner the Trust Estate nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Except as provided in Section 8.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates, Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee Certificate Paying Agent by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such termination the final payment on the Notes from the ServicerIndenture 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, Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Certificate Payment Agent therein specified. The Owner Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders, Certificateholders amounts distributable on such Payment Date pursuant to Section 5.2. 5.01. (d) In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, Certificates for cancellation within six (6) 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, respectively, 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, as the case may be, Certificateholders concerning surrender of their Certificates as the case may beCertificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Trust Agreement. Subject to applicable escheat laws, any 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. (de) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 3810(c) of the Business Statutory Trust Statute. (f) Notwithstanding anything to the contrary herein, the Trust shall not terminate upon the occurrence of a TMP Trigger Event or REMIC Conversion.

Termination of Trust Agreement. (a) This Trust Agreement (other than the provisions of Article VIII) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect upon the earliest of (i) upon the payment to the Noteholders and the Certificateholders final distribution of all amounts required to be paid to them pursuant to the terms moneys or other property or proceeds of the Indenture, the Sale and Servicing Agreement and Article V or (ii) on the Payment 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 Owner Trust Estate in accordance with the terms of the Indenture and priorities set forth this Trust Agreement, (ii)the Payment Date in ____________, (iii) at the Indenture, time provided in Section 8.02 or (iv) purchase by the Sale and Servicer of all Mortgage Loans pursuant to Section 8.08 of the Servicing Agreement and Article V. Agreement. 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 legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or the Owner Trust Estate nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Except as provided in Section 8.01(a), none of the Depositor, the Holder of the Designated Certificate or any other Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates, Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee Certificate Paying Agent by letter to Certificateholders and the Credit Enhancer mailed within five (5) Business Days of receipt of notice of such termination from the ServicerAdministrator, 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, Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Certificate Payment Agent therein specified. The Owner Trustee Certificate Paying Agent shall give such notice to the Owner Trustee and the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders, Certificateholders amounts distributable on such Payment Date pursuant to Section 5.25.01. In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, Certificates for cancellation within six (6) 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, respectively, 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, as the case may be, Certificateholders concerning surrender of their Certificates as the case may beCertificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Trust Agreement. Subject to applicable escheat laws, any 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 DepositorHolder of the Designated Certificate. (d) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 3810(c) of the Business Trust Statute.

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIIIEight) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect and the Issuer shall dissolve and wind-up upon the earlier of (i) upon the payment to the Noteholders Servicer, the Trustees and the Certificateholders Securityholders of all amounts required to be paid to them pursuant to the terms of the Indenture, the Sale and Servicing Agreement and Article V or Five of this Agreement, (ii) on the Payment Distribution Date next succeeding the month which is one year after the maturity or other liquidation of the last Receivable and the disposition of any amounts received upon liquidation of any property remaining in the Trust Issuer or (iii) upon the purchase of the Receivables by the Servicer in accordance connection with an Optional Purchase and retirement of the terms and priorities set forth in the Indenture, the Sale and Servicing Agreement and Article V. 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 ’s legal representatives or heirs to claim an accounting or to take any action or proceeding Proceeding in any court for a partition or winding up of all or any part of the Issuer or the Trust Property or Owner Trust Estate nor (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Except as provided in Section 9.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke revoke, dissolve or terminate the TrustIssuer. (c) Notice of any termination of the TrustIssuer, specifying the Payment Distribution Date upon which the Certificateholders shall surrender their Certificates, Certificates to the Paying Agent Owner Trustee for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the 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, Certificates at the office of the Paying Agent Owner Trustee therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, 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 at the time such notice is given to 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 Delaware Statutory Trust Act, amounts distributable on such Payment Distribution Date pursuant to Section 5.2. 5.01. (d) In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates, respectively, 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, as the case may be, Certificateholders concerning surrender of their Certificates as the case may be, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. 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 DepositorSeller, as Certificateholder. (de) Upon Following the dissolution and the winding up of the Issuer, in accordance with Section 3808 of the Delaware Statutory Trust and its terminationAct, the Depositor shall instruct the Owner Trustee in writing, and the Owner Trustee, at the expense of the Depositor, 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 Business Delaware Statutory Trust Statute.Act and the Issuer and this Agreement (other than Article Eight) shall terminate and be of no further force or effect. ARTICLE TEN SUCCESSOR AND ADDITIONAL OWNER TRUSTEES

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIII) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect (i) upon the payment to 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 and Article V or (ii) on the Payment 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 Trust in accordance with the terms and priorities set forth in the Indenture, the Sale and Servicing Agreement and Article V. Trust. 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 or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates, to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer, 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 the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent shall cause to be distributed to Certificateholders, amounts distributable on such Payment Date pursuant to Section 5.2. . (d) In the event that all of the Certificateholders shall not surrender their Certificates, as the case may be, for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates, respectively, 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, as the case may be, concerning surrender of their Certificates as the case may be, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor. (de) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Trust Statute.

Termination of Trust Agreement. (a) This Agreement (other than the provisions of Article VIII) and the The Trust shall dissolvedissolve on the final distribution by the Owner Trustee or Paying Agent, wind-up and terminate as the case may be, of all monies or other property or proceeds of the Owner Trust Estate in accordance with Section 3808 of the Business Trust Statute and be of no further force or effect (i) upon the payment to 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 and Article V or (ii) on including the Payment Date next succeeding exercise by the month which is one year after Servicer of its option to purchase the maturity or other liquidation Receivables pursuant to Section 9.2 of the last Receivable and the disposition of any amounts received upon liquidation of any property remaining in the Trust in accordance with the terms and priorities set forth in the Indenture, the Sale and Servicing Agreement Agreement) and Article V. V hereof; provided, however, that in -------- ------- no event shall the Trust continue beyond the expiration of 21 years from the date hereof. 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 or the Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Except as provided in Section 7.1(a), neither the Seller nor any Certificateholder shall be entitled to revoke or terminate the TrustTrust or this Agreement. (c) Notice Except as otherwise provided in Section 5.2(a), notice of any termination dissolution of the Trust, Trust specifying the Payment Distribution Date upon which the Certificateholders shall surrender their Certificates, Certificates to the Paying Agent Certificate Registrar for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders of record and the Rating Agencies mailed within five (5not earlier than the 15th day and not later than the 25th day of the month preceding the specified Distribution Date given pursuant to subsection 8.1(c) Business Days of receipt of notice of such termination from the ServicerSale and Servicing Agreement, stating 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 payment; and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the 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 at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent Owner Trustee shall cause to be distributed to Certificateholders, the Certificateholders amounts distributable on such Payment Distribution Date pursuant to Section 5.2. In the event that . (d) If all of the Certificateholders shall not surrender their Certificates, as the case may be, Certificates for cancellation within six (6) months after the date specified in the above mentioned written noticenotice specified in Section 7.1(c), the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates, respectively, 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, as the case may be, Certificateholders concerning surrender of their Certificates as the case may beCertificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable laws with respect to escheat lawsof funds, any funds remaining in the Trust after exhaustion of such remedies in the preceding sentence shall be deemed property of the Seller and distributed by the Owner Trustee to the DepositorSeller. (de) Upon the winding up of the Trust and its terminationpayment of the Trust's obligations in accordance with applicable law as directed by the Seller, the Owner Trustee shall cause the Certificate of Trust to be cancelled canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Trust StatuteStatute and the Trust shall terminate.