Common use of Termination of Trust Agreement Clause in Contracts

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

Termination of Trust Agreement. (a) This Agreement and the Trust shall terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect upon the latest later of (i) the maturity or other liquidation of the last Receivable Mortgage Loan (including the purchase redemption by the Servicer at its option or by the Seller Optional Redemption Holder at its option of the corpus of the Trust Notes as described in Section 10.1 7.01(b) of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables Mortgage Loans as provided in the Basic Documents, Documents or (ii) the payment to the Certificateholder Residual Certificateholders of all amounts required to be paid to it them pursuant to this Agreement and the Indenture and the payment to the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement or Agreement, the Indenture and the Insurance Agreement; provided, however, that the rights to indemnification under Section 7.2 9.2 and the rights under Section 7.1 9.1 shall survive the 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 SectionSection 10.1. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, any Residual Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the such Residual Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in clause (a), neither the Depositor Sponsor nor the any other Residual Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Payment Date upon which the Certificateholder Residual Certificateholders shall surrender the Certificate their Residual Certificates to the Trust Collateral Agent Owner Trustee for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholder Residual Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c7.01(c) of the Sale and Servicing Agreement, stating (i) the Distribution Payment Date upon or with respect to which final payment of the Certificate Residual Certificates shall be made upon presentation and surrender of the Certificate Residual Certificates at the office of the Trust Collateral Agent Owner Trustee therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificate Residual Certificates at the office of the Trust Collateral Agent Owner Trustee therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Owner Trustee shall give such notice to the Trust Collateral Agent Certificate Registrar (if other than the Owner Trustee) and the Security Insurer Indenture Trustee at the time such notice is given to the CertificateholderResidual Certificateholders. Upon presentation and surrender of the CertificateResidual Certificates, the Trust Collateral Agent Owner Trustee shall cause to be distributed to the Certificateholder Residual Certificateholders amounts distributable on such Distribution Payment Date pursuant to Section 5.7 of the Sale and Servicing Agreement4.11(a) herein. In the event that all of the Certificateholder Residual Certificateholders shall not surrender the Certificate their Residual Certificates for cancellation within six months after the date specified in the above above-mentioned written notice, the Owner Trustee shall give a second written notice to the Certificateholder remaining Residual Certificateholders to surrender the Certificate their Residual Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate Residual Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder remaining Residual Certificateholders concerning surrender of its Certificatetheir Residual Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, by the Owner Trustee to the HolderSponsor and Holders shall look solely to the Sponsor for payment. (d) Any funds remaining in the Trust after funds for final distribution have been distributed or set aside for distribution, to the extent received by the Owner Trustee, shall be distributed by the Owner Trustee to the Residual Certificateholders pursuant to Section 4.11(a) herein. (e) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute and its termination, the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.

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

Termination of Trust Agreement. (a) This Agreement shall terminate and the Trust shall terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect dissolve upon the latest of (i) the maturity payment in full or other liquidation or final settlement of the last Receivable outstanding Loan (including the purchase by the Servicer at its option or by the Seller at its option of the corpus of the Trust as described in Section 10.1 10.01 of the Sale and Servicing Agreement) and the subsequent distribution of all amounts in respect of such Receivables Loans as provided in the Basic Documents, or (ii) the payment to the Certificateholder of all amounts required to be paid to it pursuant to this Agreement Documents and the payment to satisfaction and discharge of the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement or the Insurance AgreementIndenture; provided, however, that the rights to indemnification under Section 7.2 8.2 and the rights of the Owner Trustee under Section 7.1 8.1, and the terms of Section 11.7 hereof shall survive the termination of the TrustTrust and that the winding up of the Trust shall be conducted in accordance with Section 3808(e) of the Statutory Trust Act, and the Owner Trustee shall be entitled to rely without investigation upon the certificates of: (i) the Indenture Trustee pursuant to Section 4.1 of the Indenture; and (ii) the Servicer pursuant to Section 7.06 of the Sale and Servicing Agreement as to the absence of liabilities. The Seller or the Servicer shall promptly notify the Owner Trustee and the Security Insurer in writing of any prospective termination pursuant to this SectionSection 9.1. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, any Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the such Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate Property nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in clause (a), neither the Depositor Seller nor the any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Certificates to the Trust Collateral Agent Agent, as paying agent who shall then surrender such Certificates to the Owner Trustee for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer Seller or Servicer, as the case may be, given pursuant to Section 10.1(c10.01(b) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of distributions on the Certificate Certificates shall be made upon presentation and surrender of the Certificate Certificates at the office of the Trust Collateral Agent therein designated, (ii) the amount of any such final paymentdistribution, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate Certificates at the office of the Trust Collateral Agent Owner Trustee therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Trust Collateral Agent and the Security Insurer at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateCertificates to the Owner Trustee, the Trust Collateral Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.7 5.08 of the Sale and Servicing Agreement. In the event that all of the Certificateholder Certificateholders shall not surrender the Certificate their Certificates for cancellation within six months after the date specified in the above above-mentioned written notice, the Owner Trustee shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies two years shall be distributed, subject to applicable escheat laws, by the Owner Trustee or the Trust Collateral Agent upon the written direction of the Seller to the HolderSeller and Holders shall look solely to the Seller for payment. (d) Any funds remaining in the Trust after funds for final distribution have been distributed or set aside for distribution and reasonable provision has been made for known claims and obligations of the Trust shall be distributed by the Owner Trustee to the Certificateholders. (e) Upon the completion of dissolution and the winding up of the Trust in accordance with pursuant to Section 3808 of the Statutory Trust Statute and its termination9.1(a), the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust StatuteAct.

Termination of Trust Agreement. (a) This Agreement and the The Trust shall terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect dissolve upon the latest of (i) the maturity or other liquidation of the last Receivable (including the purchase by the Servicer at its option or by the Seller at its option of the corpus of the Trust as described in Section 10.1 9.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents, Documents or (ii) the payment to the Certificateholder holders of the Notes of all amounts required to be paid to it them pursuant to this Agreement the Indenture and the payment to the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement or the Insurance Agreementit; provided, however, that in no event shall the trust created by this Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants living on the date of this Agreement of Xxxx Xxxxxxx of the Commonwealth of Massachusetts; and provided, further, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 8.2 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 dissolution pursuant to this SectionSection 9.1. The bankruptcy, liquidation, dissolution, death or incapacity of the any Certificateholder, or Holder, shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the such Certificateholder’s or 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) Neither Except as provided in clause (a), neither the Depositor Seller nor the any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination dissolution of the Trust, specifying the Distribution Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Trust Certificates to the Trust Collateral Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c9.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Certificate Trust Certificates shall be made upon presentation and surrender of the Certificate Trust Certificates at the office of the Trust Collateral Paying Agent therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate Trust Certificates at the office of the Trust Collateral Paying Agent therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Owner Trustee shall give such notice to the Trust Collateral Agent Certificate Registrar (if other than the Owner Trustee) and the Security Insurer Paying Agent (if other than the Owner Trustee) at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateTrust Certificates, the Trust Collateral Paying Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement5.2. In the event that all of the Certificateholder Certificateholders shall not surrender the Certificate have surrendered their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate Trust Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir Trust Certificates, and the cost thereof shall be paid out of by the Seller from the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, by the Owner Trustee to the HolderSeller. The Certificateholders shall thereafter look solely to the Seller as general unsecured creditors. (d) Any funds remaining in the Trust after funds for final distribution have been distributed or set aside for distribution shall be distributed by the Owner Trustee to the Seller. (e) Upon the dissolution and completion of the winding up of the Trust, including the payment or making reasonable provision for payment of all obligations of the Trust in accordance with Section 3808 3808(e) of the Statutory Trust Statute and its terminationStatute, the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust StatuteStatute and thereupon the Trust and this Agreement shall terminate. The Servicer shall act as the liquidator of the Trust and shall be responsible for directing the Owner Trustee to take all required actions in connection with the winding up of the Trust.

Termination of Trust Agreement. (a) This Agreement shall terminate and the Trust shall terminate in accordance with Section 3808 of the Statutory Trust Statute wind up and dissolve and be of no further force or effect upon the latest of (i) the maturity or other liquidation of the last Receivable (including the purchase by the Servicer at its option or by the Seller at its option of the corpus of the Trust as described in Section 10.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents, or (ii) the payment to the Certificateholder of all amounts required to be paid to it pursuant to this Agreement and the Sale and Servicing Agreement and the payment to the Security Note Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement Agreement, (iii) the expiration of the Policy in accordance with its terms; or (iv) payment to the Insurance AgreementNote Insurer in full of all Reimbursement Obligations; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the termination of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee and the Security Note Insurer of any prospective termination pursuant to this Section. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the Certificateholder’s 's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither the Depositor Transferor nor the Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Payment Date upon which the Certificateholder shall surrender the Certificate to the Trust Collateral Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholder mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution Payment Date upon or with respect to which final payment of the Certificate shall be made upon presentation and surrender of the Certificate at the office of the Trust Collateral Agent therein designated, (ii) the amount of any such final payment, (iii) that the Record Date otherwise applicable to such Distribution Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificate at the office of the Trust Collateral Agent therein specified and (iv) interest will cease to accrue on the Certificate. The Owner Trustee shall give such notice to the Trust Collateral Agent and the Security Insurer at the time such notice is given to the Certificateholder. Upon presentation and surrender of the Certificate, the Trust Collateral Agent shall cause to be distributed to the Certificateholder amounts distributable on such Distribution Payment Date pursuant to Section 5.7 5.6 of the Sale and Servicing Agreement. In the event that the Certificateholder shall not surrender the its Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee Trust Collateral Agent shall give a second written notice to the Certificateholder to surrender the its Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Certificate shall not have been surrendered for cancellation, the Owner Trustee Trust Collateral Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its the Certificate, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, by the Owner Trustee Trust Collateral Agent to the HolderTransferor. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute and its terminationdissolution, the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust StatuteAct.

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

Termination of Trust Agreement. (a) This Agreement shall terminate and the Trust shall terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect dissolve upon the latest of (i) the maturity payment in full or other liquidation or final settlement of the last Receivable outstanding Loan (including the purchase by the Servicer at its option or by the Seller at its option of the corpus of the Trust as described in Section 10.1 10.01(a) of the Sale and Servicing Agreement) and the subsequent distribution of all amounts in respect of such Receivables Loans as provided in the Basic Documents, or (ii) the payment to the Certificateholder of all amounts required to be paid to it pursuant to this Agreement Documents and the payment to satisfaction and discharge of the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement or the Insurance AgreementIndenture; provided, however, that the rights to indemnification under Section 7.2 8.2 and the rights of the Owner Trustee under Section 7.1 8.1, and the terms of Section 11.7 hereof shall survive the termination of the TrustTrust and that the winding up of the Trust shall be conducted in accordance with Section 3808(e) of the Statutory Trust Act, and the Owner Trustee shall be entitled to rely without investigation upon the certificates of: (i) the Indenture Trustee pursuant to Section 4.1 of the Indenture; and (ii) the Servicer pursuant to Section 7.06 of the Sale and Servicing Agreement as to the absence of liabilities. The Seller or the Servicer shall promptly notify the Owner Trustee and the Security Insurer in writing of any prospective termination pursuant to this SectionSection 9.1. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, any Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the such Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate Property nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in clause (a), neither the Depositor Seller nor the any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Certificates to the Trust Collateral Agent Agent, as paying agent who shall then surrender such Certificates to the Owner Trustee for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer Seller or Servicer, as the case may be, given pursuant to Section 10.1(c10.01(b) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of distributions on the Certificate Certificates shall be made upon presentation and surrender of the Certificate Certificates at the office of the Trust Collateral Agent therein designated, (ii) the amount of any such final paymentdistribution, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate Certificates at the office of the Trust Collateral Agent Owner Trustee therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Trust Collateral Agent and the Security Insurer at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateCertificates to the Owner Trustee, the Trust Collateral Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.7 5.08 of the Sale and Servicing Agreement. In the event that all of the Certificateholder Certificateholders shall not surrender the Certificate their Certificates for cancellation within six months after the date specified in the above above-mentioned written notice, the Owner Trustee shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies two years shall be distributed, subject to applicable escheat laws, by the Owner Trustee or the Trust Collateral Agent upon the written direction of the Seller to the HolderSeller and Holders shall look solely to the Seller for payment. (d) Any funds remaining in the Trust after funds for final distribution have been distributed or set aside for distribution and reasonable provision has been made for known claims and obligations of the Trust shall be distributed by the Owner Trustee to the Certificateholders. (e) Upon the completion of dissolution and the winding up of the Trust in accordance with pursuant to Section 3808 of the Statutory Trust Statute and its termination9.1(a), the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust StatuteAct.

Termination of Trust Agreement. (a1) This Agreement and the The Trust shall terminate dissolve upon the payment in accordance with Section 3808 full of the Statutory Trust Statute and be of no further force or effect upon the latest of (i) the maturity Notes or other liquidation or final settlement of the last Receivable outstanding Loan (including the purchase by the Servicer at its option or by the Seller at its option of the corpus of the Trust as described in Section 10.1 10.01(a) of the Sale and Servicing Agreement) and the subsequent distribution of all amounts in respect of such Receivables Loans as provided in the Basic DocumentsDocuments and the satisfaction and discharge of the Indenture and the business and affairs of the Trust shall be wound up as hereinafter provided in this Section 9.1. The winding up of the Trust shall be conducted by the Board and the Administrator in accordance with Section 3808(e) of the Statutory Trust Act, or and, absent actual knowledge to the contrary, the Board, the Administrator and the Owner Trustee shall be entitled to rely conclusively and without investigation upon the certificates of: (i) the Indenture Trustee pursuant to Section 4.1 of the Indenture; and (ii) the payment to the Certificateholder of all amounts required to be paid to it Servicer pursuant to this Agreement and the payment to the Security Insurer Section 7.06 of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement Agreement, as to the absence, to the knowledge of the Servicer, of claims against the Trust and obligations of the Trust, including, without limitation, as to the absence of claims and obligations that have not arisen but that, based upon facts known to the certifying party, are likely to arise or become known to the Insurance Agreement; provided, however, that Trust within 10 years after the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the termination dissolution of the Trust. The Seller or the Servicer shall promptly notify the Administrator, the Owner Trustee and the Security Insurer Board in writing of any prospective termination pursuant to this SectionSection 9.1. The bankruptcy, liquidation, dissolution, death death, termination or incapacity of the Certificateholder, any Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the such Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate Property nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b2) Neither Except as provided in clause (a), neither the Depositor Board, the Seller nor the any Certificateholder shall be entitled to revoke or terminate the Trust. (c3) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder shall surrender the Certificate to the Trust Collateral Agent for payment of the final distribution and cancellation, shall be given by the Certificate Registrar, with a copy to the Owner Trustee and Trust Collateral Agent, by letter (which may be sent electronically) to the Certificateholder Certificateholders mailed within five Business Days of receipt by a Responsible Officer of the Certificate Registrar of notice of such termination from the Servicer Seller or Servicer, as the case may be, given pursuant to Section 10.1(c10.01(b) of the Sale and Servicing Agreement, stating which notice shall state (i) the Distribution Date upon or with respect to which final payment of distributions on the Certificate Certificates shall be made upon presentation and surrender of the Certificate Certificates at the office of the Trust Collateral Agent Certificate Registrar therein designated, (ii) the amount of any such final paymentdistribution, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate Certificates at the office of the Trust Collateral Agent Certificate Registrar therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Owner Trustee shall give Upon receipt of such notice to by a Responsible Officer of (i) the Trust Collateral Agent Certificate Registrar, and the Security Insurer at the time such notice is given to the Certificateholder. Upon upon presentation and surrender of the CertificateCertificates, the Certificate Register shall cancel such certificates and provide evidence of such cancellation to the Owner Trustee and (ii) the Trust Collateral Agent, the Trust Collateral Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.7 5.08 of the Sale and Servicing Agreement. In the event that all of the Certificateholder shall Certificateholders do not surrender the Certificate their Certificates for cancellation within six months after the date specified in the above above-mentioned written notice, the Owner Trustee Certificate Registrar shall give a second written notice to the Certificateholder remaining Certificateholders, Certificateholders, with a copy to the Owner Trustee, to surrender the Certificate their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate shall Certificates have not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies two years shall be distributed, subject to applicable escheat laws, by the Owner Trustee Trust Collateral Agent upon the written direction of the Board to the HolderSeller and Holders shall look solely to the Seller for payment. (d4) Upon Any funds remaining in the completion of the winding up Trust after funds for final distribution have been distributed or set aside for distribution and reasonable provision has been made for known claims and obligations of the Trust in accordance with Section 3808 shall be distributed by the Trust Collateral Agent to the Certificateholders. (5) Upon its receipt of written notice from the Administrator or the Board that the dissolution winding up and liquidation of the Statutory Trust Statute and its terminationis complete, at the expense of the Administrator (or from any reserve created for such purpose), the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust StatuteAct, whereupon this Agreement shall terminate; provided, however, that the rights and obligations with respect to indemnification under Section 8.2, the rights of the Owner Trustee under Section 8.1, and the terms of Section 11.7 hereof shall survive the dissolution of the Trust and the cancellation of the Certificate of Trust and the termination of the legal existence of the Trust and this Agreement. For the avoidance of doubt, it is expressly acknowledged and agreed that only the Owner Trustee, and not any Regular Trustee, need execute such certificate of cancellation.

Termination of Trust Agreement. (a) This Agreement and the The Trust shall terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect dissolve upon the latest of (i) the maturity or other liquidation of the last Receivable (including the purchase by the Servicer at its option or by the Seller at its option of the corpus of the Trust as described in Section 10.1 9.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents, Documents or (ii) the payment to the Certificateholder holders of the Notes of all amounts required to be paid to it them pursuant to this Agreement the Indenture and the payment to the Security Insurer Letter of Credit Provider all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement or the Insurance Agreementit; provided, however, that in no event shall the trust created by this Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants living on the date of this Agreement of Xxxx Xxxxxxx of the Commonwealth of Massachusetts; and provided, further, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 8.2 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 dissolution pursuant to this SectionSection 9.1. The bankruptcy, liquidation, dissolution, death or incapacity of the any Certificateholder, or Holder, shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the such Certificateholder’s or 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) Neither Except as provided in clause (a), neither the Depositor nor the any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination dissolution of the Trust, specifying the Distribution Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Trust Certificates to the Trust Collateral Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c9.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Certificate Trust Certificates shall be made upon presentation and surrender of the Certificate Trust Certificates at the office of the Trust Collateral Paying Agent therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate Trust Certificates at the office of the Trust Collateral Paying Agent therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Owner Trustee shall give such notice to the Trust Collateral Agent Certificate Registrar (if other than the Owner Trustee) and the Security Insurer Paying Agent (if other than the Owner Trustee) at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateTrust Certificates, the Trust Collateral Paying Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement5.2. In the event that all of the Certificateholder Certificateholders shall not surrender the Certificate have surrendered their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate Trust Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir Trust Certificates, and the cost thereof shall be paid out of by the Depositor from the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, by the Owner Trustee to the HolderDepositor. The Certificateholders shall thereafter look solely to the Depositor as general unsecured creditors. (d) Any funds remaining in the Trust after funds for final distribution have been distributed or set aside for distribution shall be distributed by the Owner Trustee to the Depositor. (e) Upon the dissolution and completion of the winding up of the Trust, including the payment or making reasonable provision for payment of all obligations of the Trust in accordance with Section 3808 3808(e) of the Statutory Trust Statute and its terminationStatute, the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust StatuteStatute and thereupon the Trust and this Agreement shall terminate. The Servicer shall act as the liquidator of the Trust and shall be responsible for directing the Owner Trustee to take all required actions in connection with the winding up of the Trust.

Termination of Trust Agreement. (a) This Agreement and the Trust shall terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect upon the latest of (i) the maturity or other liquidation of the last Receivable (including the purchase by the Servicer at its option or by the Seller at its option of the corpus of the Trust as described in Section 10.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents, or (ii) the payment to the Certificateholder of all amounts required to be paid to it pursuant to this Agreement and the payment to the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement or the Insurance Agreement and the payment to the Swap Provider of all amounts payable to it pursuant to the Swap 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 the Certificateholder, shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither the Depositor nor the Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder shall surrender the Certificate to the Trust Collateral Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholder mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Certificate shall be made upon presentation and surrender of the Certificate at the office of the Trust Collateral Agent therein designated, (ii) the amount of any such final payment, (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate at the office of the Trust Collateral Agent therein specified and (iv) interest will cease to accrue on the Certificate. The Owner Trustee shall give such notice to the Trust Collateral Agent and the Security Insurer at the time such notice is given to the Certificateholder. Upon presentation and surrender of the Certificate, the Trust Collateral Agent shall cause to be distributed to the Certificateholder amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the Certificateholder shall not surrender the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its Certificate, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, by the Owner Trustee to the Holder. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute and its termination, the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.

Termination of Trust Agreement. (a) This Agreement and the Trust shall terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect upon the latest of (i) the maturity or other liquidation of the last Receivable (including the purchase by the Servicer at its option or by the Seller at its option of the corpus of the Trust as described in Section 10.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents, or (ii) the payment to the Certificateholder of all amounts required to be paid to it pursuant to this Agreement and the payment to the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement or the Insurance Agreement; provided, however, that the rights to indemnification under Section SECTION 7.2 and the rights under Section 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 the Certificateholder, shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither the Depositor nor the Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder shall surrender the Certificate to the Trust Collateral Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholder mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Certificate shall be made upon presentation and surrender of the Certificate at the office of the Trust Collateral Agent therein designated, (ii) the amount of any such final payment, (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate at the office of the Trust Collateral Agent therein specified and (iv) interest will cease to accrue on the Certificate. The Owner Trustee shall give such notice to the Trust Collateral Agent and the Security Insurer at the time such notice is given to the Certificateholder. Upon presentation and surrender of the Certificate, the Trust Collateral Agent shall cause to be distributed to the Certificateholder amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the Certificateholder shall not surrender the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its Certificate, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, by the Owner Trustee to the Holder. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute and its termination, the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.

Termination of Trust Agreement. (a) This Agreement (other than Section 6.9) and the Trust shall terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect upon on the latest final distribution by the Owner Trustee of (i) the maturity all monies or other liquidation property or proceeds of the last Receivable Owner Trust Estate in accordance with the terms of the Indenture, the Pooling and Servicing Agreement (including the purchase exercise by the Servicer at of its option or by to purchase the Seller at its option Receivables pursuant to Section 9.01 of the corpus of the Trust as described in Section 10.1 of the Sale Pooling and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents, or (ii) the payment to the Certificateholder of all amounts required to be paid to it pursuant to this Agreement and the payment to the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement or the Insurance AgreementArticle V; provided, however, that in no event shall the rights to indemnification under Section 7.2 and Trust created by this Agreement continue beyond the rights under Section 7.1 shall survive expiration of 21 years from 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 Sectiondate hereof. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, any Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the such Certificateholder’s 's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or the Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither This Agreement shall be irrevocable. Except as provided in Section 7.1(a) and in this Section 7.1(b), neither the Depositor Seller nor the any Certificateholder shall be entitled to revoke or terminate the TrustTrust or this Agreement. Each of the Seller and the Owner Trustee acknowledges that the Indenture Trustee, on behalf of the Noteholders, is a third-party beneficiary of this Agreement. For so long as the Notes are outstanding, neither the Trust nor this Agreement shall be revoked without the consent of the Indenture Trustee. Each of the Seller and the Owner Trustee acknowledges that the Indenture Trustee, as an agent of the Noteholders, maintains a legitimate interest in ensuring that the Trust is not revoked prior to the fulfillment of the Trust objectives. In no event may this Agreement be amended without the consent of the Indenture Trustee if the effect of such amendment is the revocation or termination of this Trust other than in accordance with this Section 7.1. (c) Notice of any termination of the Trust, Trust specifying the Distribution Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Certificates to the Trust Collateral Agent Owner Trustee for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(csubsection 9.02(b) of the Sale Pooling and Servicing Agreement, stating stating: (i) the Distribution Date upon or with respect to which the final payment of distribution on the Certificate Certificates shall be made upon presentation and surrender of the Certificate Certificates at the office of the Trust Collateral Agent therein designated, Owner Trustee; (ii) the amount of any such final payment, distribution; and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments distributions being made only upon presentation and surrender of the Certificate Certificates at the office of the Trust Collateral Agent Owner Trustee therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Owner Trustee shall give such notice to the Trust Collateral Agent Certificate Registrar (if other than the Owner Trustee) and the Security Insurer Owner Trustee at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateCertificates, the Trust Collateral Agent Owner Trustee shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.7 5.2. (d) If all of the Sale and Servicing Agreement. In the event that the Certificateholder Certificateholders shall not surrender the Certificate their Certificates for cancellation within six months after the date specified in the above mentioned written noticenotice specified in Section 7.1(c), the Owner Trustee shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any Subject to applicable laws with respect to escheat of funds, any funds remaining in the Owner Trust Estate after exhaustion of such remedies in the preceding sentence shall be distributed, subject to applicable escheat laws, deemed property of the Seller and distributed by the Owner Trustee to the HolderSeller. (de) Upon the completion Within sixty days of the winding up later of (i) the cancellation of all of the Certificates pursuant to Section 7.1(c) or Section 7.1(d), or (ii) payment to the Seller of funds remaining in the Owner Trust in accordance with Estate pursuant to Section 3808 of the Statutory Trust Statute and its termination7.1(d), the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 provide each of the Statutory Trust StatuteRating Agencies with written notice stating that all Certificates have been so canceled or such funds have been so paid to the Seller.

Termination of Trust Agreement. (a) This Agreement shall terminate and the Trust shall terminate in accordance with Section 3808 of the Statutory Trust Statute wind up and dissolve and be of no further force or effect upon the latest of (i) the maturity or other liquidation of the last Receivable (including the purchase by the Servicer at its option or by the Seller at its option of the corpus of the Trust as described in Section 10.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents, or (ii) the payment to the Certificateholder of all amounts required to be paid to it pursuant to this Agreement [and the payment to the Security Note Insurer of all amounts payable or reimbursable 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 Insurance AgreementNote Insurer in full of all Reimbursement Obligations]; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the termination of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee [and the Security Insurer Note Insurer] of any prospective termination pursuant to this Section. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the Certificateholder’s 's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither the Depositor Transferor nor the Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Payment Date upon which the Certificateholder shall surrender the Certificate to the Trust Collateral Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholder mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution Payment Date upon or with respect to which final payment of the Certificate Certificates shall be made upon presentation and surrender of the Certificate Certificates at the office of the Trust Collateral Agent therein designated, (ii) the amount of any such final payment, (iii) that the Record Date otherwise applicable to such Distribution Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificate Certificates at the office of the Trust Collateral Agent therein specified and (iv) interest will cease to accrue on the CertificateCertificates. The Owner Trustee shall give such notice to the Trust Collateral Agent and the Security Insurer at the time such notice is given to the Certificateholder. Upon presentation and surrender of the CertificateCertificates, the Trust Collateral Agent shall cause to be distributed to the Certificateholder amounts distributable on such Distribution Payment Date pursuant to Section 5.7 5.6 of the Sale and Servicing Agreement. In the event that the Certificateholder shall not surrender the Certificate Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee Trust Collateral Agent shall give a second written notice to the Certificateholder to surrender the Certificate Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate Certificates shall not have been surrendered for cancellation, the Owner Trustee Trust Collateral Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its Certificatethe Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, by the Owner Trustee Trust Collateral Agent to the HolderCertificateholder. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute and its terminationdissolution, the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Business Trust Statute.

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

Termination of Trust Agreement. (a) This Agreement and the Trust shall terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect upon the latest of (i) the maturity or other liquidation of the last Receivable (including the purchase by the Servicer at its option or by the Seller at its option of the corpus of the Trust as described in Section 10.1 9.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents, Documents or (ii) the payment to the Certificateholder Certificateholders of all amounts required to be paid to it them pursuant to this Agreement and the payment to the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement or the Insurance Agreement; it, provided, however, that in no event shall the trust created by this Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants living on the date of this Agreement of Rose Xxxxxxx xx the Commonwealth of Massachusetts; and provided, further, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 8.2 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 SectionSection 9.1. The bankruptcy, liquidation, dissolution, death or incapacity of the any Certificateholder, or Holder, shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the such Certificateholder’s 's or 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) Neither Except as provided in clause (a), neither the Depositor Seller nor the any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Trust Certificates to the Trust Collateral Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c9.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Certificate Trust Certificates shall be made upon presentation and surrender of the Certificate Trust Certificates at the office of the Trust Collateral Paying Agent therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate Trust Certificates at the office of the Trust Collateral Paying Agent therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Owner Trustee shall give such notice to the Trust Collateral Agent Certificate Registrar (if other than the Owner Trustee) and the Security Insurer Paying Agent (if other than the Owner Trustee) at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the Certificate, the Trust Collateral Agent shall cause to be distributed to the Certificateholder amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the Certificateholder shall not surrender the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its Certificate, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, by the Owner Trustee to the Holder. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute and its termination, the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.and

Termination of Trust Agreement. (a) This Agreement and the Trust shall terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect upon the latest earlier of (i) the maturity final distribution by the Eligible Lender Trustee of all moneys or other liquidation of the last Receivable (including the purchase by the Servicer at its option property or by the Seller at its option of the corpus proceeds of the Trust as described Estate in Section 10.1 accordance with the terms of the Indenture, any related Terms Supplement, the Sale and Servicing Agreement) , Article V hereof and any Trust Supplement, whether at the subsequent distribution of amounts in respect of such Receivables as provided in the Basic DocumentsCertificate Final Maturity Date or otherwise, or (ii) the payment expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Certificateholder Court of all amounts required to be paid to it pursuant to this Agreement St. Xxxxx, living on the date hereof, and (iii) the payment to the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement or the Insurance Agreement; provided, however, that the rights to indemnification under time provided in 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 Section9.2. The bankruptcy, liquidation, dissolution, death or incapacity of the any Certificateholder, other than TMS Student Holdings, Inc. as described in Section 9.2, shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the such Certificateholder’s 's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in Section 9.1(a), neither the Depositor nor the any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder Certificateholders shall surrender their Trust Certificates or Originators' Interests, as the case may be, to the Certificate to the Trust Collateral Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Owner Eligible Lender Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer Administrator given pursuant to Section 10.1(c9.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Certificate Trust Certificates and Originators' Interests shall be made upon presentation and surrender of the Certificate Trust Certificates or Originators' Interests, as the case may be, at the office of the Trust Collateral Certificate Paying Agent therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate Trust Certificates or Originators' Interests, as the case may be, at the office of the Trust Collateral Certificate Paying Agent therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Owner Eligible Lender Trustee shall give such notice to the Trust Collateral Agent Certificate Registrar (if other than the Eligible Lender Trustee) and the Security Insurer Certificate Paying Agent at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateTrust Certificates or Originators' Interests, as the case may be, the Trust Collateral Certificate Paying Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.7 5.1 and any related Trust Supplement. Certificates shall cease to earn interest as of the Sale and Servicing Agreementtermination date of the Trust. In If all the event that the Certificateholder Certificateholders shall not surrender their Trust Certificates or Originators' Interests, as the Certificate case may be, for cancellation within six 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 Certificateholder remaining Certificateholders to surrender their Trust Certificates or Originators' Interests, as the Certificate case may be, for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate Trust Certificates or Originators' Interests, as the case may be, shall not have been surrendered for cancellation, the Owner Eligible Lender Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir Trust Certificates or Originators' Interests, 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. 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, subject to applicable escheat laws, distributed by the Owner Eligible Lender Trustee to the Holder. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute and its terminationTMS Student Holdings, the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.Inc..

Termination of Trust Agreement. (a) This Agreement and the Trust shall will terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect upon the latest later of (i) the maturity or other liquidation of the last Receivable (including the purchase by the Servicer at its option or by the Seller at its option of the corpus of the Trust as described in Section 10.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents, or (ii) the payment to the Certificateholder Certificateholders of all amounts required to be paid to it them pursuant to this Agreement and the payment to the Security Insurer of all amounts payable or reimbursable to it them pursuant to the Sale and Servicing Agreement or and the Insurance Agreement; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall will survive the termination of the Trust. The Seller Triad or the Servicer shall will promptly notify the Owner Trustee and the Security Insurer of any prospective termination pursuant to this SectionSection 8.1. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, shall any Certificateholder will not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the such Certificateholder’s 's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither the Depositor nor the Certificateholder shall Certificateholders will be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the each Certificateholder shall will surrender the its Certificate to the Trust Collateral Agent Owner Trustee for payment of the final distribution distribution, if any, and cancellation, shall will be given by the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the each Certificate shall will be made upon presentation and surrender of the such Certificate at the office of the Trust Collateral Agent Owner Trustee therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the such Certificate at the office of the Trust Collateral Agent Owner Trustee therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Owner Trustee shall will give such notice to the Trust Collateral Agent and the Security Insurer Indenture Trustee at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the a Certificate, the Trust Collateral Agent shall Owner Trustee will instruct the Indenture Trustee to cause to be distributed to the Certificateholder Certificateholders thereof amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the If a Certificateholder shall does not surrender the its Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall will give a second written notice to the such Certificateholder to surrender the its Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Certificate shall will not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the such Certificateholder concerning surrender of its Certificate, and the cost thereof shall will be paid out of the funds and other assets that shall will remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall will be distributed, subject to applicable escheat laws, by the Owner Trustee to the HolderCertificateholders. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute and its termination, the Owner Trustee shall will cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.

Termination of Trust Agreement. (a) This Agreement The Holding Trust shall dissolve and the Seller and the Servicer shall wind up the affairs of the Holding Trust shall terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect upon the latest of (i) the maturity or other liquidation of the last Receivable (including the purchase by the Servicer at its option or by the Seller at its option of the corpus of the Holding Trust as described in Section 10.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents, or (ii) the payment to the Certificateholder of all amounts required to be paid to it pursuant to this Agreement and the payment to the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement or the Insurance Agreement; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the termination dissolution of the Holding Trust. The Seller or the Servicer shall promptly notify the Owner Trustee and the Security Insurer of any prospective termination dissolution pursuant to this Section. For the avoidance of doubt, except as described in Section 8.1(d), the Owner Trustee shall have no responsibility for the dissolution, or winding-up, of the Holding Trust. The bankruptcy, liquidation, dissolution, death or incapacity of the Holding Trust Certificateholder, shall not (x) operate to terminate this Agreement or the Holding Trust, nor (y) entitle the Holding Trust Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Holding Trust or Owner Holding Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither the Depositor nor the Holding Trust Certificateholder shall be entitled to revoke or terminate the Holding Trust. (c) Notice of any termination of the Holding Trust, specifying the Distribution Date upon which the Holding Trust Certificateholder shall surrender the Holding Trust Certificate to the Holding Trust Collateral Agent Certificate Registrar for payment of the final distribution by the Holding Trust Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Holding Trust Certificateholder (with a copy to the Owner Trustee) mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Holding Trust Certificate shall be made upon presentation and surrender of the Holding Trust Certificate at the office of the Holding Trust Collateral Agent Certificate Registrar therein designated, (ii) the amount of any such final payment, (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Holding Trust Certificate at the office of the Holding Trust Collateral Agent Certificate Registrar therein specified and (iv) interest will cease to accrue on the Certificate. The Owner Trustee shall give such notice to the Trust Collateral Agent and the Security Insurer at the time such notice is given to the Certificateholder. Upon presentation and surrender of the Certificate, the Trust Collateral Agent shall cause to be distributed to the Certificateholder amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the Certificateholder shall not surrender the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its Certificate, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, by the Owner Trustee to the Holder. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute and its termination, the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.the

Termination of Trust Agreement. (a) This Agreement shall terminate and the Trust shall terminate dissolve upon the payment in accordance with Section 3808 full of the Statutory Trust Statute and be of no further force or effect upon the latest of (i) the maturity Notes or other liquidation or final settlement of the last Receivable outstanding Loan (including the purchase by the Servicer at its option or by the Seller at its option of the corpus of the Trust as described in Section 10.1 10.01(a) of the Sale and Servicing Agreement) and the subsequent distribution of all amounts in respect of such Receivables Loans as provided in the Basic Documents, or (ii) the payment to the Certificateholder of all amounts required to be paid to it pursuant to this Agreement Documents and the payment to satisfaction and discharge of the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement or the Insurance AgreementIndenture; provided, however, that the rights and obligations with respect to indemnification under Section 7.2 8.2, the rights of the Owner Trustee under Section 8.1, and the rights under terms of Section 7.1 11.7 hereof shall survive the dissolution and termination of the Trust and that the winding up of the Trust shall be conducted in accordance with Section 3808(e) of the Statutory Trust Act, and, absent actual knowledge to the contrary, the Owner Trustee shall be entitled to rely conclusively without investigation upon the certificates of: (i) the Indenture Trustee pursuant to Section 4.1 of the Indenture; and (ii) the Servicer pursuant to Section 7.06 of the Sale and Servicing Agreement as to the absence, to the knowledge of the Servicer, of claims against the Trust and obligations of the Trust, including the absence of claims and obligations that have not arisen but that, based upon facts known to the certifying party, are likely to arise or become known to the Trust within 10 years after the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee and the Security Insurer Board in writing of any prospective termination pursuant to this SectionSection 9.1. The bankruptcy, liquidation, dissolution, death death, termination or incapacity of the Certificateholder, any Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the such Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate Property nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in clause (a), neither the Depositor Board, the Seller nor the any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Certificates to the Trust Collateral Agent Agent, as paying agent who shall then surrender such Certificates to the Owner Trustee for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer Seller or Servicer, as the case may be, given pursuant to Section 10.1(c10.01(b) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of distributions on the Certificate Certificates shall be made upon presentation and surrender of the Certificate Certificates at the office of the Trust Collateral Agent therein designated, (ii) the amount of any such final paymentdistribution, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate Certificates at the office of the Trust Collateral Agent Owner Trustee therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Trust Collateral Agent and the Security Insurer at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateCertificates to the Owner Trustee, the Trust Collateral Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.7 5.08 of the Sale and Servicing Agreement. In the event that all of the Certificateholder Certificateholders shall not surrender the Certificate their Certificates for cancellation within six months after the date specified in the above above-mentioned written notice, the Owner Trustee shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies two years shall be distributed, subject to applicable escheat laws, by the Owner Trustee or the Trust Collateral Agent upon the written direction of the Board to the HolderSeller and Holders shall look solely to the Seller for payment. (d) Any funds remaining in the Trust after funds for final distribution have been distributed or set aside for distribution and reasonable provision has been made for known claims and obligations of the Trust shall be distributed by the Owner Trustee or the Trust Collateral Agent to the Certificateholders. (e) Upon the completion of dissolution and the winding up of the Trust in accordance with pursuant to Section 3808 of the Statutory Trust Statute and its termination9.1(a), the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust StatuteAct.

Termination of Trust Agreement. (a) This Agreement and the The Trust shall terminate dissolve and wind up in accordance with Section 3808 of the Statutory Trust Statute and be on or immediately preceding the final distribution by the Owner Trustee of no further force or effect upon the latest of (i) the maturity all monies or other liquidation property or proceeds of the last Receivable Owner Trust Estate in accordance with the terms of the Indenture, the Pooling Agreement (including the purchase exercise by the Servicer at of its option or by to purchase the Seller at its option Receivables pursuant to Section 4.01 of the corpus of Pooling Agreement), the Trust as described in Section 10.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents, or (ii) the payment to the Certificateholder of all amounts required to be paid to it pursuant to this Agreement and the payment to the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement or the Insurance Agreement; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the 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. Article V. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, any Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the such Certificateholder’s 's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or the Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither This Agreement shall be irrevocable. Except as provided in Section 7.1(a) and in this Section 7.1(b), neither the Depositor Seller nor the any Certificateholder shall be entitled to revoke or terminate the TrustTrust or this Agreement. Each of the Seller, the Trust and the Owner Trustee acknowledges that the Indenture Trustee, on behalf of the Noteholders, is a third-party beneficiary of this Agreement. For so long as the Notes are outstanding, neither the Trust nor this Agreement shall be revoked without the consent of the Indenture Trustee. Each of the Seller, the Trust and the Owner Trustee acknowledges that the Indenture Trustee, as an agent of the Noteholders, maintains a legitimate interest in ensuring that the Trust is not revoked prior to the fulfillment of the Trust objectives. In no event may this Agreement be amended without the consent of the Indenture Trustee if the effect of such amendment is the revocation or termination of this Trust other than in accordance with this Section 7.1. (c) Notice of any termination dissolution of the Trust, Trust specifying the Distribution Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Certificates to the Trust Collateral Agent Owner Trustee for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination dissolution from the Servicer given pursuant to Section 10.1(csubsection 8.13(b) of the Sale and Servicing AgreementIndenture, stating stating: (i) the Distribution Date upon or with respect to which the final payment of distribution on the Certificate Certificates shall be made upon presentation and surrender of the Certificate Certificates at the office of the Trust Collateral Agent therein designated, Owner Trustee; (ii) the amount of any such final payment, distribution; and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments distributions being made only upon presentation and surrender of the Certificate Certificates at the office of the Trust Collateral Agent Owner Trustee therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Owner Trustee shall give such notice to the Trust Collateral Agent Certificate Registrar (if other than the Owner Trustee) and the Security Insurer Owner Trustee at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateCertificates, the Trust Collateral Agent Owner Trustee shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.7 5.2. (d) If all of the Sale and Servicing Agreement. In the event that the Certificateholder Certificateholders shall not surrender the Certificate their Certificates for cancellation within six months after the date specified in the above mentioned written noticenotice specified in Section 7.1(c), the Owner Trustee shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any Subject to applicable laws with respect to escheat of funds, any funds remaining in the Owner Trust Estate after exhaustion of such remedies in the preceding sentence shall be distributed, subject to applicable escheat laws, deemed property of the Seller and distributed by the Owner Trustee to the HolderSeller. (de) Within sixty days of the later of (i) the cancellation of all of the Certificates pursuant to Section 7.1(c) or Section 7.1(d), or (ii) payment to the Seller of funds remaining in the Owner Trust Estate pursuant to Section 7.1(d), the Owner Trustee shall provide each of the Rating Agencies with written notice stating that all Certificates have been so canceled or such funds have been so paid to the Seller. (f) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute and its terminationtrust, the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust StatuteStatute and, upon such filing, the Trust shall terminate.

Termination of Trust Agreement. (a) This Agreement shall terminate and the Trust shall terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect dissolve upon the latest of of: (i) the maturity maturity, payment in full or other liquidation of the last Receivable Dealer Loan (including the purchase by the Servicer at its option or by the Seller at its option of the corpus of the Trust as described in Section 10.1 10.01 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables Dealer Loans as provided in the Basic Documents, Documents and the satisfaction and discharge of the Indenture and the termination of the Sale and Servicing Agreement; or (ii) the payment to the Certificateholder Certificateholders of all amounts required to be paid to it them pursuant to this Agreement and the payment to each of the Security Class A Noteholders, the Class A Insurer and the Backup Insurer of all amounts payable or reimbursable to it pursuant to under the Sale and Servicing Agreement or the Insurance AgreementBasic Documents; provided, however, that the rights to indemnification under Section 7.2 8.2 and the rights of the Owner Trustee under Section 7.1 8.1, and the terms of Section 11.7 hereof shall survive the termination of the TrustTrust and that the winding up of the Trust shall be conducted in accordance with Section 3808(e) of the Statutory Trust Act, and the Owner Trustee shall be entitled to rely without investigation upon the certificates of: (i) the Indenture Trustee pursuant to Section 4.1 of the Indenture; (ii) the Servicer pursuant to Section 7.06 of the Sale and Servicing Agreement; (iii) the Class A Insurer pursuant to Section 4.03 of the Insurance Agreement as to the absence of liabilities; and (iv) the Backup Insurer pursuant to Section 4.03 of the Insurance Agreement as to the absence of liabilities. The Seller or the Servicer shall promptly notify the Owner Trustee Trustee, the Class A Insurer and the Security Backup Insurer in writing of any prospective termination pursuant to this SectionSection 9.1. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, any Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the such Certificateholder’s 's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate Property nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in clause (a), neither the Depositor Seller nor the any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Certificates to the Trust Collateral Agent Agent, as paying agent who shall then surrender such Certificates to the Owner Trustee for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer Seller or Servicer, as the case may be, given pursuant to Section 10.1(c10.01(b) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of distributions on the Certificate Certificates shall be made upon presentation and surrender of the Certificate Certificates at the office of the Trust Collateral Agent therein designated, (ii) the amount of any such final paymentdistribution, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate Certificates at the office of the Trust Collateral Agent Owner Trustee therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee), the Class A Insurer, the Backup Insurer and the Trust Collateral Agent and the Security Insurer at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateCertificates to the Owner Trustee, the Trust Collateral Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.7 5.08 of the Sale and Servicing Agreement. In the event that all of the Certificateholder Certificateholders shall not surrender the Certificate their Certificates for cancellation within six months after the date specified in the above above-mentioned written notice, the Owner Trustee shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies two years shall be distributed, subject to applicable escheat laws, by the Owner Trustee or the Trust Collateral Agent upon the written direction of the Seller to the HolderSeller and Holders shall look solely to the Seller for payment. (d) Any funds remaining in the Trust after funds for final distribution have been distributed or set aside for distribution and reasonable provision has been made for known claims and obligations of the Trust shall be distributed by the Owner Trustee to the Seller. (e) Upon the completion of dissolution and the winding up of the Trust in accordance with pursuant to Section 3808 of the Statutory Trust Statute and its termination9.1(a), the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust StatuteAct.

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

Termination of Trust Agreement. (a) This Agreement shall terminate and the Trust shall terminate dissolve upon the payment in accordance with Section 3808 full of the Statutory Trust Statute and be of no further force or effect upon the latest of (i) the maturity Notes or other liquidation or final settlement of the last Receivable outstanding Loan (including the purchase by the Servicer at its option or by the Seller at its option of the corpus of the Trust as described in Section 10.1 10.01(a) of the Sale and Servicing Agreement) and the subsequent distribution of all amounts in respect of such Receivables Loans as provided in the Basic Documents, or (ii) the payment to the Certificateholder of all amounts required to be paid to it pursuant to this Agreement Documents and the payment to satisfaction and discharge of the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement or the Insurance AgreementIndenture; provided, however, that the rights and obligations with respect to indemnification under Section 7.2 8.2, the rights of the Owner Trustee under Section 8.1, and the rights under terms of Section 7.1 11.7 hereof shall survive the dissolution and termination of the Trust and that the winding up of the Trust shall be conducted in accordance with Section 3808(e) of the Statutory Trust Act, and the Owner Trustee shall be entitled to rely without investigation upon the certificates of: (i) the Indenture Trustee pursuant to Section 4.1 of the Indenture; and (ii) the Servicer pursuant to Section 7.06 of the Sale and Servicing Agreement as to the absence, to the knowledge of the Servicer, of claims against the Trust and obligations of the Trust, including the absence of claims and obligations that have not arisen but that, based upon facts known to the certifying party, are likely to arise or become known to the Trust within 10 years after the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee and the Security Insurer Board in writing of any prospective termination pursuant to this SectionSection 9.1. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, any Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the such Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate Property nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in clause (a), neither the Depositor Board, the Seller nor the any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Certificates to the Trust Collateral Agent Agent, as paying agent who shall then surrender such Certificates to the Owner Trustee for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer Seller or Servicer, as the case may be, given pursuant to Section 10.1(c10.01(b) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of distributions on the Certificate Certificates shall be made upon presentation and surrender of the Certificate Certificates at the office of the Trust Collateral Agent therein designated, (ii) the amount of any such final paymentdistribution, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate Certificates at the office of the Trust Collateral Agent Owner Trustee therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Trust Collateral Agent and the Security Insurer at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateCertificates to the Owner Trustee, the Trust Collateral Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.7 5.08 of the Sale and Servicing Agreement. In the event that all of the Certificateholder Certificateholders shall not surrender the Certificate their Certificates for cancellation within six months after the date specified in the above above-mentioned written notice, the Owner Trustee shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies two years shall be distributed, subject to applicable escheat laws, by the Owner Trustee or the Trust Collateral Agent upon the written direction of the Board to the HolderSeller and Holders shall look solely to the Seller for payment. (d) Any funds remaining in the Trust after funds for final distribution have been distributed or set aside for distribution and reasonable provision has been made for known claims and obligations of the Trust shall be distributed by the Owner Trustee to the Certificateholders. (e) Upon the completion of dissolution and the winding up of the Trust in accordance with pursuant to Section 3808 of the Statutory Trust Statute and its termination9.1(a), the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust StatuteAct.

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

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

Termination of Trust Agreement. (a) This Agreement and the Trust shall will terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect upon the latest of (i) the maturity or other liquidation of the last Receivable (including the purchase by the Servicer at its option or by the Seller at its option of the corpus of the Trust as described in Section 10.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents, or (ii) the payment to the Certificateholder of all amounts required to be paid to it pursuant to this Agreement and the payment to the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement or the Insurance Agreement; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall will survive the termination of the Trust. The Seller Triad or the Servicer shall will 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 the Certificateholder, shall Certificateholder will not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the Certificateholder’s 's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither the Depositor nor the Certificateholder shall will be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder shall will surrender the Certificate to the Trust Collateral Agent Indenture Trustee for payment of the final distribution and cancellation, shall will be given by the Owner Trustee by letter to the Certificateholder mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Certificate shall will be made upon presentation and surrender of the Certificate at the office of the Trust Collateral Agent Indenture Trustee therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate at the office of the Trust Collateral Agent Indenture Trustee therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Owner Trustee shall will give such notice to the Trust Collateral Agent and the Security Insurer Indenture Trustee at the time such notice is given to the Certificateholder. Upon presentation and surrender of the Certificate, the Trust Collateral Agent shall Indenture Trustee will cause to be distributed to the Certificateholder amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that If the Certificateholder shall does not surrender the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall will give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Certificate shall will not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its Certificate, and the cost thereof shall will be paid out of the funds and other assets that shall will remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall will be distributed, subject to applicable escheat laws, by the Owner Trustee to the Holder. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute and its termination, the Owner Trustee shall will cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.

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

Termination of Trust Agreement. (a) This Agreement shall terminate and the Trust shall terminate dissolve upon the payment in accordance with Section 3808 full of the Statutory Trust Statute and be of no further force or effect upon the latest of (i) the maturity Notes or other liquidation or final settlement of the last Receivable outstanding Loan (including the purchase by the Servicer at its option or by the Seller at its option of the corpus of the Trust as described in Section 10.1 10.01(a) of the Sale and Servicing Agreement) and the subsequent distribution of all amounts in respect of such Receivables Loans as provided in the Basic Documents, or (ii) the payment to the Certificateholder of all amounts required to be paid to it pursuant to this Agreement Documents and the payment to satisfaction and discharge of the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement or the Insurance AgreementIndenture; provided, however, that the rights and obligations with respect to indemnification under Section 7.2 8.2, the rights of the Owner Trustee under Section 8.1, and the rights under terms of Section 7.1 11.7 hereof shall survive the dissolution and termination of the Trust and that the winding up of the Trust shall be conducted in accordance with Section 3808(e) of the Statutory Trust Act, and, absent actual knowledge to the contrary, the Owner Trustee shall be entitled to rely conclusively without investigation upon the certificates of: (i) the Indenture Trustee pursuant to Section 4.1 of the Indenture; and (ii) the Servicer pursuant to Section 7.06 of the Sale and Servicing Agreement as to the absence, to the knowledge of the Servicer, of claims against the Trust and obligations of the Trust, including the absence of claims and obligations that have not arisen but that, based upon facts known to the certifying party, are likely to arise or become known to the Trust within 10 years after the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee and the Security Insurer Board in writing of any prospective termination pursuant to this SectionSection 9.1. The bankruptcy, liquidation, dissolution, death death, termination or incapacity of the Certificateholder, any Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the such Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate Property nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in clause (a), neither the Depositor Board, the Seller nor the any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Certificates to the Trust Collateral Agent Agent, as paying agent who shall then surrender such Certificates to the Owner Trustee for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer Seller or Servicer, as the case may be, given pursuant to Section 10.1(c10.01(b) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of distributions on the Certificate Certificates shall be made upon presentation and surrender of the Certificate Certificates at the office of the Trust Collateral Agent therein designated, (ii) the amount of any such final paymentdistribution, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate Certificates at the office of the Trust Collateral Agent Owner Trustee therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Trust Collateral Agent and the Security Insurer at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateCertificates to the Owner Trustee, the Trust Collateral Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.7 5.08 of the Sale and Servicing Agreement. In the event that all of the Certificateholder Certificateholders shall not surrender the Certificate their Certificates for cancellation within six months after the date specified in the above above-mentioned written notice, the Owner Trustee shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies two years shall be distributed, subject to applicable escheat laws, by the Owner Trustee or the Trust Collateral Agent upon the written direction of the Board to the HolderSeller and Holders shall look solely to the Seller for payment. (d) Any funds remaining in the Trust after funds for final distribution have been distributed or set aside for distribution and reasonable provision has been made for known claims and obligations of the Trust shall be distributed by the Owner Trustee or the Trust Collateral Agent to the Certificateholders. (e) Upon the completion of dissolution and the winding up of the Trust in accordance with pursuant to Section 3808 of the Statutory Trust Statute and its termination9.1(a), the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.Act. ARTICLE X

Termination of Trust Agreement. (a) This Agreement (other than Article VI) and the Trust shall terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect on the date (the “Trust Termination Date”) upon which occurs the latest final distribution by the Owner Trustee of (i) the maturity all moneys or other liquidation property or proceeds of the last Receivable (including Owner Trust Estate in accordance with the purchase by the Servicer at its option or by the Seller at its option terms of the corpus of Indenture, the Trust as described in Section 10.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents, or (ii) the payment to the Certificateholder of all amounts required to be paid to it pursuant to this Agreement and the payment to the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale Transfer and Servicing Agreement or the Insurance Agreement; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the 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. Article V. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, Residual Interestholder shall not (x) operate to terminate this Agreement or the Trust, nor Trust or (y) entitle the CertificateholderResidual Interestholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither the Depositor nor the Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination Upon dissolution of the TrustIssuer, specifying the Distribution Date upon which Administrator shall wind up the Certificateholder shall surrender the Certificate to the Trust Collateral Agent for payment business and affairs of the final distribution and cancellation, shall be given Issuer as required by the Owner Trustee by letter to the Certificateholder mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Certificate shall be made upon presentation and surrender of the Certificate at the office of the Trust Collateral Agent therein designated, (ii) the amount of any such final payment, (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate at the office of the Trust Collateral Agent therein specified and (iv) interest will cease to accrue on the Certificate. The Owner Trustee shall give such notice to the Trust Collateral Agent and the Security Insurer at the time such notice is given to the Certificateholder. Upon presentation and surrender of the Certificate, the Trust Collateral Agent shall cause to be distributed to the Certificateholder amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the Certificateholder shall not surrender the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its Certificate, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, by the Owner Trustee to the Holder. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute. Upon the satisfaction and discharge of the Indenture, and receipt of a certificate from the Indenture Trustee stating that all Noteholders have been paid in full and that the Indenture Trustee is aware of no claims remaining against the Issuer in respect of the Indenture and the Notes, the Administrator, in the absence of actual knowledge of any other claim against the Issuer, shall be deemed to have made reasonable provision to pay all claims and obligations (including conditional, contingent or unmatured obligations) for purposes of Section 3808(e) of the Trust Statute and its termination, upon the written direction of the Residual Interestholder the Owner Trustee shall cause the Certificate of Trust to be canceled cancelled by filing a certificate of cancellation with the Delaware Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute, at which time the Issuer shall terminate and this Agreement (other than Section 6.9) shall be of no further force or effect. (c) Except as provided in Section 6.3(a), none of the Transferor or the Residual Interestholder shall be entitled to revoke or terminate the Trust.

Termination of Trust Agreement. (a) This Agreement and the Trust shall terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect upon the latest later of (i) the maturity or other liquidation of the last Receivable Mortgage Loan (including the purchase redemption by the Servicer at its option or by the Seller Sponsor at its option of the corpus of the Trust as described in Section 10.1 10.1(b) and Section 10.1(c) of the Sale and Servicing AgreementIndenture) and the subsequent distribution of amounts in respect of such Receivables Mortgage Loans as provided in the Basic Operative Documents, or (ii) the payment to the Certificateholder Certificateholders of all amounts required to be paid to it them pursuant to this Agreement and the payment to the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement or and the Insurance Agreement and (iii) the termination of the Indenture and the Insurance Agreement; provided, however, that the rights to indemnification under Section 7.2 8.2 and the rights under Section 7.1 8.1 shall survive the termination of the Trust. The Seller or the Master Servicer shall promptly notify the Owner Trustee and the Security Insurer of any prospective termination pursuant to this SectionSection 9.1. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, any Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the such Certificateholder’s 's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in clause (a), neither the Sponsor, the Depositor nor the any other Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Payment Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Certificates to the Trust Collateral Agent Indenture Trustee for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination redemption from the Master Servicer given pursuant to Section 10.1(c) 10.1 of the Sale and Servicing Agreement, stating (i) the Distribution Payment Date upon or with respect to which final payment of the Certificate Certificates shall be made upon presentation and surrender of the Certificate Certificates at the office of the Trust Collateral Agent Indenture Trustee therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificate Certificates at the office of the Trust Collateral Agent Indenture Trustee therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Owner Trustee shall give such notice to the Trust Collateral Agent and the Security Insurer at the time such notice is given to the Certificateholder. Upon presentation and surrender of the Certificate, the Trust Collateral Agent shall cause to be distributed to the Certificateholder amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. Certificate Registrar (if other than In the event that all of the Certificateholder Certificateholders shall not surrender the Certificate their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, by the Owner Trustee to the HolderSponsor and Holders shall look solely to the Sponsor for payment. (d) Any funds remaining in the Trust after funds for final distribution have been distributed or set aside for distribution shall be distributed by the Owner Trustee to the Depositor. (e) Notwithstanding any other provision to the contrary herein, the Trust shall not dissolve or liquidate so long as any Notes are outstanding. (f) Upon the completion of 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 canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Business Trust Statute.

Termination of Trust Agreement. (a) This Trust Agreement ------------------------------ and the Trust trusts created hereby shall terminate in accordance with Section 3808 of the Statutory and this Trust Statute and Agreement shall be of no further force or effect upon the latest earliest of (ia) the maturity later of (x) the sale or other liquidation of the last Receivable (including the purchase final disposition by the Servicer at its option or by the Seller at its option Owner Trustee of the corpus all property constituting part of the Trust as described in Section 10.1 Estate and the final distribution by the Owner Trustee of all monies or other property or proceeds constituting part of the Sale and Servicing Agreement) and Trust Estate in accordance with Article IV hereof, provided that at such time Lessee shall have -------- fully complied with all of the subsequent distribution terms 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 Participation Agreement and the payment Lease, and (y) the expiration or termination of the Lease in accordance with its terms or (b) 110 years after the earlier execution of this Trust Agreement by either party hereto, but if this Trust Agreement and the trusts created hereby shall be or become authorized under applicable law for a period subsequent thereto (or, without limiting the generality of the foregoing, if legislation shall become effective providing for the validity of this Trust Agreement and the trusts created hereby and the effective grant of such rights, privileges and options for a period in gross) exceeding the period for which this Trust Agreement and the trusts created hereby are hereinabove stated to extend and be valid), then such rights, privileges or options shall not terminate as aforesaid but shall extend to and continue in effect, but only if such non-termination and extension shall then be valid under Applicable Law, until such time as the same shall under Applicable Law cease to be valid, whereupon all monies or other property or proceeds constituting part of the Trust Estate shall be distributed in accordance with the terms of Article IV hereof, otherwise this Trust Agreement and the trusts created hereby shall continue in full force and effect in accordance with the terms hereof. Notwithstanding the foregoing, this Trust Agreement and trust created hereby shall terminate and the Trust Estate shall be distributed to the Security Insurer Owner Participant, and this Trust Agreement shall be of all amounts payable or reimbursable to it pursuant no further force and effect, upon the election of the Owner Participant by notice to the Sale Owner Trustee, if such notice shall be accompanied by the written agreement (in form and Servicing Agreement substance satisfactory to the Owner Trustee) of the Owner Participant assuming all obligations of the Owner Trustee under or contemplated by the Insurance AgreementOperative Agreements or incurred by it as trustee hereunder and releasing the Owner Trustee therefrom; 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 the Certificateholder, shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither the Depositor nor the Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder shall surrender the Certificate to the Trust Collateral Agent for payment of the final distribution and cancellation, shall such notice may be given by the Owner Trustee by letter to the Certificateholder mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Certificate shall be made upon presentation and surrender of the Certificate at the office of the Trust Collateral Agent therein designated, (ii) the amount of any such final payment, (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate at the office of the Trust Collateral Agent therein specified and (iv) interest will cease to accrue on the Certificate. The Owner Trustee shall give such notice to the Trust Collateral Agent and the Security Insurer at the time such notice is given to the Certificateholder. Upon presentation and surrender of the Certificate, the Trust Collateral Agent shall cause to be distributed to the Certificateholder amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the Certificateholder shall not surrender the Certificate for cancellation within six months after the date specified Lease shall no longer be in the above mentioned written notice, the Owner Trustee shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its Certificate, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, by the Owner Trustee to the Holdereffect. (d) Upon the completion of 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 canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.

Termination of Trust Agreement. (a) This Agreement (other than Article Eight) shall terminate and the Trust Issuing Entity shall terminate dissolve and be wound up in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect Statute, upon the latest earlier of (i) the maturity final distribution by the Owner Trustee or the Paying Agent of all funds or other liquidation property or proceeds of the last Receivable (including Owner Trust Estate in accordance with the purchase by the Servicer at its option or by the Seller at its option terms of the corpus of the Trust as described in Section 10.1 of the Sale Indenture and Servicing Agreement) this Agreement and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents, or (ii) the election by the Servicer to purchase the 20[●]-[●] SUBI Certificate pursuant to Section 9.03 and the payment or distribution to all securityholders [and the Certificateholder Swap Counterparty] of all amounts required to be paid to it pursuant to them under the Indenture and this Agreement and the payment to the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement or the Insurance Agreement; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the termination of the Trust. The Seller or the Servicer Administrative Agent shall promptly notify the Owner Trustee and upon the Security Insurer occurrence of any prospective termination pursuant to this Sectioneither of the events described in clauses (i) or (ii) above. The bankruptcy, liquidation, dissolution, or termination, death or incapacity of the Certificateholder, any Trust Certificateholder shall not (x) operate to terminate this Agreement or the TrustIssuing Entity, nor (y) entitle the such Trust Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust Issuing Entity or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in Section 9.01(a), neither the Depositor nor the any other Trust Certificateholder shall be entitled to revoke or terminate the TrustIssuing Entity. (c) Notice of any termination of the Trustthis Agreement pursuant to Section 9.01(a), specifying the Distribution Payment Date upon which the Certificateholder Trust Certificateholders shall surrender the Certificate their Trust Certificates to the Trust Collateral Paying Agent for final payment of the final distribution and cancellation, shall shall, if any Trust Certificates are then held by anyone other than the Depositor or its Affiliates, be given by the Owner Trustee by letter to the Certificateholder Trust Certificateholders mailed within five Business Days of receipt 25 (NALT 20[●]-[●] Amended and Restated Trust Agreement) of notice of such termination from the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing AgreementAdministrative Agent, stating (i) the Distribution Payment Date upon or with respect to which final payment of the Certificate Trust Certificates shall be made upon presentation and surrender of the Certificate Trust Certificates at the office of the Trust Collateral Paying Agent therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificate Trust Certificates at the office of the Trust Collateral Paying Agent therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Owner Trustee shall give such notice to the Trust Collateral Agent Certificate Registrar (if other than the Owner Trustee) and the Security Insurer Paying Agent at the time such notice is given to the CertificateholderTrust Certificateholders. Upon presentation and surrender of the CertificateTrust Certificates (or, in the case of any Trust Certificates held by Depositor or its Affiliates, presentation of proof of cancellation of such Trust Certificates), the Trust Collateral Paying Agent shall cause to be distributed to the Certificateholder Trust Certificateholders amounts distributable on such Distribution Payment Date pursuant to Section 5.7 5.02. (d) If one or more of the Sale and Servicing Agreement. In the event that the Certificateholder Trust Certificateholders shall not surrender the Certificate their Trust Certificates for cancellation within six months after the date specified in the above above-mentioned written notice, the Owner Trustee shall give a second written notice to the Certificateholder remaining Trust Certificateholders to surrender the Certificate their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice notice, all of the Certificate Trust Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder remaining Trust Certificateholders concerning surrender of its Certificatetheir Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust Issuing Entity after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, distributed by the Owner Trustee to the HolderAdministrative Agent. (de) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute Issuing Entity and its termination, the Owner Trustee shall cause the Certificate of Trust to be canceled cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.

Termination of Trust Agreement. (a) This Agreement and the Trust shall terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect upon the latest of (i) the maturity or other liquidation of the last Receivable (including the purchase by the Servicer at its option or by the Seller at its option of the corpus of the Trust as described in Section 10.1 9.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Related Documents, or (ii) the payment to the Certificateholder Certificateholders of all amounts required to be paid to it them pursuant to this Agreement and the payment to the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement Agreement, or (iii) at the Insurance Agreementtime provided in Section 9.2.; provided, however, that in no event shall the trust created by this Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants living on the date of this Agreement of Rose Kennedy of the Commonwealth of Massachusetts; and providex, xxxxxxx, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 8.2 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 SectionSection 9. 1. The Except as provided in Section 9.2, the bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder or Owner, other than the CertificateholderGeneral Partner as described in Section 9.2, shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the such Certificateholder’s 's or Owner's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in clause (a), neither the Depositor nor the General Partner nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder Certificate holders shall surrender their Trust Certificates to the Certificate to the Trust Collateral Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c9.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Certificate Trust Certificates shall be made upon presentation and surrender of the Certificate Trust Certificates at the office of the Trust Collateral Certificate Paying Agent therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate Trust Certificates at the office of the Trust Collateral Certificate Paying Agent therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Owner Trustee shall give such notice to the Trust Collateral Agent Certificate Registrar (if other than the Owner Trustee) and the Security Insurer Certificate Paying Agent at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateTrust Certificates, the Trust Collateral Certificate Paying Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement5.2. In the event that all of the Certificateholder Certificateholders shall not surrender the Certificate their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate Trust Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, by the Owner Trustee to the HolderGeneral Partner. As soon as practicable after the termination of the Trust, the Owner Trustee shall surrender the Certificate Policy to the Security Insurer for cancellation. (d) Any funds remaining in the Trust after funds for final distribution have been distributed or set aside for distribution shall be distributed by the Owner Trustee to the General Partner. (e) Upon the completion of 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 canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Business Trust Statute.

Termination of Trust Agreement. (a) This Agreement and the Trust shall terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect upon the latest of (i) the maturity or other liquidation of the last Receivable (including the purchase by the Servicer at its option or by the Seller at its option of the corpus of the Trust as described in Section 10.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents, or (ii) the payment to the Certificateholder of all amounts required to be paid to it pursuant to this Agreement and the payment to the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement or the Insurance Agreement; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the 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 the Certificateholder, shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither the Depositor nor the Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder shall surrender the Certificate to the Trust Collateral Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholder mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Certificate shall be made upon presentation and surrender of the Certificate at the office of the Trust Collateral Agent therein designated, (ii) the amount of any such final payment, (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate at the office of the Trust Collateral Agent therein specified and (iv) interest will cease to accrue on the Certificate. The Owner Trustee shall give such notice to the Trust Collateral Agent and the Security Insurer at the time such notice is given to the Certificateholder. Upon presentation and surrender of the Certificate, the Trust Collateral Agent shall cause to be distributed to the Certificateholder amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the Certificateholder shall not surrender the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate shall not have been surrendered for cancellation, Back to Contents the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its Certificate, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, by the Owner Trustee to the Holder. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute and its termination, the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.

Termination of Trust Agreement. (a) This Agreement and the Trust shall terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect upon the latest of (i) the maturity or other liquidation of the last Receivable (including the purchase by the Servicer at its option or by the Seller at its option of the corpus of the Trust as described in Section 10.1 9.1 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 Certificateholders of all amounts required to be paid to it them pursuant to this Agreement and the payment to the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement or the Insurance Agreement; it, provided, however, that in no event shall the trust created by this Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants living on the date of this Agreement of Rose Kennedy of the Commonwealth of Massachusetts; and provided, furxxxx, xxxx xhe rights to indemnification under Section 7.2 and the rights under Section 7.1 8.2 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 SectionSection 9.1. The bankruptcy, liquidation, dissolution, death or incapacity of the any Certificateholder, or Owner, shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the such Certificateholder’s 's or Owner's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in clause (a), neither the Depositor Seller nor the any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Trust Certificates to the Trust Collateral Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c9.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Certificate Trust Certificates shall be made upon presentation and surrender of the Certificate Trust Certificates at the office of the Trust Collateral Paying Agent therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate Trust Certificates at the office of the Trust Collateral Paying Agent therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Owner Trustee shall give such notice to the Trust Collateral Agent Certificate Registrar (if other than the Owner Trustee) and the Security Insurer Paying Agent (if other than the Owner Trustee) at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateTrust Certificates, the Trust Collateral Paying Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement5.2. In the event that all of the Certificateholder Certificateholders shall not surrender the Certificate their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate Trust Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, by the Owner Trustee to the HolderSeller. Certificateholders shall thereafter look solely to the Seller as general unsecured creditors. (d) Any funds remaining in the Trust after funds for final distribution have been distributed or set aside for distribution shall be distributed by the Owner Trustee to the Seller. (e) Upon the dissolution and completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute and its terminationTrust, the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Business Trust StatuteStatute and thereupon the Trust and this Agreement shall terminate. The Owner Trustee shall furnish notice of such dissolution to each Rating Agency and the Security Insurer.

Termination of Trust Agreement. (a) This Agreement and the Trust shall terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect upon the latest of (i) the maturity or other liquidation of the last Receivable (including the purchase by the Servicer at its option or by the Seller at its option of the corpus of the Trust as described in Section 10.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents, or (ii) the payment to the Certificateholder of all amounts required to be paid to it pursuant to this Agreement and the payment to the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement or the Insurance Agreement; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the 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 the Certificateholder, shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither the Depositor nor the Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder shall surrender the Certificate to the Trust Collateral Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholder mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Certificate shall be made upon presentation and surrender of the Certificate at the office of the Trust Collateral Agent therein designated, (ii) the amount of any such final payment, (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate at the office of the Trust Collateral Agent therein specified and (iv) interest will cease to accrue on the Certificate. The Owner Trustee shall give such notice to the Trust Collateral Agent and the Security Insurer at the time such notice is given to the Certificateholder. Upon presentation and surrender of the Certificate, the Trust Collateral Agent shall cause to be distributed to the Certificateholder amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the Certificateholder shall not surrender the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all of the Certificate Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its Certificate, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, by the Owner Trustee to the Holder. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute and its termination, the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.

Termination of Trust Agreement. (a) This Agreement and the The Trust shall terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect dissolve upon the latest of (i) the maturity or other liquidation of the last Receivable (including the purchase by the Servicer at its option or by the Seller at its option of the corpus of the Trust as described in Section 10.1 9.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents, Documents or (ii) the payment to the Certificateholder holders of the Notes of all amounts required to be paid to it them pursuant to this Agreement the Indenture and the payment to the Security Insurer of [ ] all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement or the Insurance Agreementit; provided, however, that in no event shall the trust created by this Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants living on the date of this Agreement of Xxxx Xxxxxxx of the Commonwealth of Massachusetts; and provided, further, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 8.2 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 dissolution pursuant to this SectionSection 9.1. The bankruptcy, liquidation, dissolution, death or incapacity of the any Certificateholder, or Holder, shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the such Certificateholder’s or 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) Neither Except as provided in clause (a), neither the Depositor nor the any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination dissolution of the Trust, specifying the Distribution Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Trust Certificates to the Trust Collateral Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c9.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Certificate Trust Certificates shall be made upon presentation and surrender of the Certificate Trust Certificates at the office of the Trust Collateral Paying Agent therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate Trust Certificates at the office of the Trust Collateral Paying Agent therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Owner Trustee shall give such notice to the Trust Collateral Agent Certificate Registrar (if other than the Owner Trustee) and the Security Insurer Paying Agent (if other than the Owner Trustee) at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateTrust Certificates, the Trust Collateral Paying Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement5.2. In the event that all of the Certificateholder Certificateholders shall not surrender the Certificate have surrendered their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate Trust Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir Trust Certificates, and the cost thereof shall be paid out of by the Depositor from the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, by the Owner Trustee to the HolderDepositor. The Certificateholders shall thereafter look solely to the Depositor as general unsecured creditors. (d) Any funds remaining in the Trust after funds for final distribution have been distributed or set aside for distribution shall be distributed by the Owner Trustee to the Depositor. (e) Upon the dissolution and completion of the winding up of the Trust, including the payment or making reasonable provision for payment of all obligations of the Trust in accordance with Section 3808 3808(e) of the Statutory Trust Statute and its terminationStatute, the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust StatuteStatute and thereupon the Trust and this Agreement shall terminate. The Servicer shall act as the liquidator of the Trust and shall be responsible for directing the Owner Trustee to take all required actions in connection with the winding up of the Trust.

Termination of Trust Agreement. (a) This Agreement and the Trust shall terminate in accordance with Section 3808 of the Statutory Business Trust Statute and be of no further force or effect upon the latest of (i) the maturity or other liquidation of the last Receivable (including the purchase by the Servicer at its option or by the Seller at its option of the corpus of the Trust as described in Section 10.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents, or (ii) the payment to the Certificateholder of all amounts required to be paid to it pursuant to this Section 5.7(b) of the Sale and Servicing Agreement and pursuant to Section 3.03(b) of the Spread Account Agreement, in its capacity as Reversionary Holder thereunder and the payment to the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement or and the Insurance Agreement; providedPROVIDED, howeverHOWEVER, 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 the Certificateholder, Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the Certificateholder’s 's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither the Depositor nor the Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder shall surrender the Certificate to the Trust Collateral Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholder mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Certificate shall be made upon presentation and surrender of the Certificate at the office of the Trust Collateral Agent therein designated, (ii) the amount of any such final payment, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate at the office of the Trust Collateral Agent therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Owner Trustee shall give such notice to the Trust Collateral Agent and the Security Insurer at the time such notice is given to the Certificateholder. Upon presentation and surrender of the Certificate, the Trust Collateral Agent shall cause to be distributed to the Certificateholder amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the Certificateholder shall not surrender the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Certificate Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its Certificate, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, by the Owner Trustee to the Holder. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Business Trust Statute and its termination, the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Business Trust Statute.

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

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

Termination of Trust Agreement. (a) This Agreement and the Trust shall terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect upon the latest of (i) the maturity or other liquidation of the last Receivable (including the purchase by the Servicer at its option or by the Seller at its option of the corpus of the Trust as described in Section 10.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents, or (ii) the payment to the Certificateholder of all amounts required to be paid to it pursuant to this Agreement and the payment to the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement or the Insurance Agreement and the payment to the Swap Provider of all amounts payable to it pursuant to the Swap 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 the Certificateholder, shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the Certificateholder’s 's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither the Depositor nor the Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder shall surrender the Certificate to the Trust Collateral Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholder mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Certificate shall be made upon presentation and surrender of the Certificate at the office of the Trust Collateral Agent therein designated, (ii) the amount of any such final payment, (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate at the office of the Trust Collateral Agent therein specified and (iv) interest will cease to accrue on the Certificate. The Owner Trustee shall give such notice to the Trust Collateral Agent and the Security Insurer at the time such notice is given to the Certificateholder. Upon presentation and surrender of the Certificate, the Trust Collateral Agent shall cause to be distributed to the Certificateholder amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the Certificateholder shall not surrender the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its Certificate, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, by the Owner Trustee to the Holder. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute and its termination, the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.

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

Termination of Trust Agreement. (a) This Agreement shall terminate and the Trust shall terminate in accordance with Section 3808 of the Statutory Trust Statute wind up and dissolve and be of no further force or effect upon the latest of (i) the maturity or other liquidation of the last Receivable (including the purchase by the Servicer at its option or by the Seller at its option of the corpus of the Trust as described in Section 10.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents, or (ii) the payment to the each Certificateholder of all amounts required to be paid to it pursuant to this Agreement and the Sale and Servicing Agreement and the payment to the Security Note Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement Agreement, (iii) the expiration of the Policy in accordance with its terms; or (iv) payment to the Insurance AgreementNote Insurer in full of all Reimbursement Obligations; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the termination of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee and the Security Note Insurer of any prospective termination pursuant to this Section. The bankruptcy, liquidation, dissolution, death or incapacity of the a Certificateholder, shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the such Certificateholder’s 's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither the Depositor Transferor nor the any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Payment Date upon which the each Certificateholder shall surrender the its Certificate to the Trust Collateral Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the such Certificateholder mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c11.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution Payment Date upon or with respect to which final payment of the Certificate such Certificates shall be made upon presentation and surrender of the Certificate such Certificates at the office of the Trust Collateral Agent therein designated, (ii) the amount of any such final payment, (iii) that the Record Date otherwise applicable to such Distribution Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificate such Certificates at the office of the Trust Collateral Agent therein specified and (iv) interest will cease to accrue on the Certificatesuch Certificates. The Owner Trustee shall give such notice to the Trust Collateral Agent and the Security Insurer at the time such notice is given to the related Certificateholder. Upon presentation and surrender of the Certificatesuch Certificates, the Trust Collateral Agent shall cause to be distributed to the each Certificateholder amounts distributable on such Distribution Payment Date pursuant to Section 5.7 5.6 of the Sale and Servicing Agreement. In the event that the any Certificateholder shall not surrender the Certificate its Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee Trust Collateral Agent shall give a second written notice to the such Certificateholder to surrender the Certificate its Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate Certificates shall not have been surrendered for cancellation, the Owner Trustee Trust Collateral Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder Certificateholders concerning surrender of its Certificatethe Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, by the Owner Trustee Trust Collateral Agent to the HolderTransferor. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute and its terminationdissolution, the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust StatuteAct.

Termination of Trust Agreement. (a) This Agreement and the The Trust shall terminate dissolve in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect upon the latest of (i) the maturity or other liquidation of the last Receivable (including the purchase by the Servicer at its option or by the Seller at its option of the corpus of the Trust as described in Section 10.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents, or (ii) the payment to the Certificateholder of all amounts required to be paid to it pursuant to this Agreement and the payment to the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement or the Insurance Agreement; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the termination dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee and the Security Insurer of any prospective termination dissolution pursuant to this Section. For the avoidance of doubt, except as described in Section 8.1(d), the Owner Trustee shall have no responsibility for the dissolution, or winding-up, of the Trust. The bankruptcy, liquidation, dissolution, death or incapacity of the [the]/[a] Certificateholder, shall not (xi) operate to terminate this Agreement or the Trust, nor (yii) entitle the Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither the Depositor nor the [the]/[any] Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder Certificateholder[s] shall surrender the Certificate Certificate[s] to the Trust Collateral Agent Owner Trustee for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder Certificateholder[s] mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Certificate Certificate[s] shall be made upon presentation and surrender of the Certificate at the office of the Trust Collateral Agent Owner Trustee therein designated, (ii) the amount of any such final payment, (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate [the]/[such] Certificate[s] at the office of the Trust Collateral Agent Owner Trustee therein specified and (iv) interest will cease to accrue on the CertificateCertificate[s]. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral Agent and the Security Insurer at the time such notice is given to the CertificateholderCertificateholder[s]. Upon presentation and surrender of the CertificateCertificate[s], the Trust Collateral Certificate Paying Agent shall cause to be distributed to the Certificateholder Certificateholder[s] amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the [the]/[a] Certificateholder shall not surrender the [the/[its] Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the [related] 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 [related] Certificateholder concerning surrender of its Certificate, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, by the Owner Trustee to the HolderHolder[s]. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute Statute, this Agreement shall terminate and its termination, be of no further force or effect except as expressly set forth herein and the Owner Trustee Trustee, at the direction and expense of the Depositor, shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.

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

Termination of Trust Agreement. (a) This Agreement (other than Article VIII) shall terminate and the Trust shall terminate dissolve and be wound up in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect Act, upon the latest earliest of (i) the maturity or other liquidation of the last Receivable (including or other asset) in the purchase Owner Trust Estate and the final distribution of all moneys or other property or proceeds of the Owner Trust Estate in accordance with the terms of this Agreement, the Indenture and the Sale and Servicing Agreement (including, but not limited to, any property and proceeds to be deposited in the Collection Account pursuant to the terms of the Sale and Servicing Agreement or to be released by the Indenture Trustee from the Lien of the Indenture pursuant to the terms of the Indenture), and (ii) the election by the Servicer at its option or by the Seller at its option of to purchase the corpus of the Trust as described in pursuant to Section 10.1 9.01 of the Sale and Servicing Agreement) Agreement and the subsequent payment or distribution of amounts in respect of such Receivables as provided in to all Securityholders [and the Basic Documents, or (ii) the payment to the Certificateholder Swap Counterparty] of all amounts required to be paid to it pursuant to them under the Indenture and this Agreement and the payment to the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement or the Insurance Agreement; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the 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 the Certificateholder, any Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the such Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate Estate, nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in Section 9.01(a), neither the Depositor nor the any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Certificates to the Trust Collateral Paying Agent for payment of the final distribution distributions and cancellation, shall be given by the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) 10.03 of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Certificate Certificates shall be made upon presentation and surrender of the Certificate Certificates at the office of the Trust Collateral Paying Agent therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable payment to be made on such Distribution Date is not applicable, payments being will be made only upon presentation and surrender of the Certificate Certificates at the office of the Trust Collateral Paying Agent therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Owner Trustee shall give such notice to the Trust Collateral Agent Certificate Registrar (if other than the Owner Trustee) and the Security Insurer Paying Agent (if other than the Owner Trustee) at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateCertificates, the Trust Collateral Paying Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement5.02. In the event that one or more of the Certificateholder Certificateholders shall not surrender the Certificate their Certificates for cancellation within six months after the date specified in the above above-mentioned written notice, the Owner Trustee shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, distributed by the Owner Trustee to the HolderDepositor. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute and its termination, the Owner Trustee shall cause the Certificate of Trust to be canceled cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust StatuteAct.

Termination of Trust Agreement. (a) This Agreement and the Trust shall terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect upon the latest later of (i) the maturity or other liquidation of the last Receivable Mortgage Loan (including the purchase redemption by the Servicer at its option or by the Seller Sponsor at its option of the corpus of the Trust as described in Section 10.1 10.1(b) and Section 10.1(c) of the Sale and Servicing AgreementIndenture) and the subsequent distribution of amounts in respect of such Receivables Mortgage Loans as provided in the Basic Operative Documents, or (ii) the payment to the Certificateholder Certificateholders of all amounts required to be paid to it them pursuant to this Agreement and the payment to the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement or and the Insurance Agreement and (iii) the termination of the Indenture and the Insurance Agreement; provided, however, that the rights to indemnification under Section 7.2 8.2 and the rights under Section 7.1 8.1 shall survive the termination of the Trust. The Seller or the Master Servicer shall promptly notify the Owner Trustee and the Security Insurer of any prospective termination pursuant to this SectionSection 9.1. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, any Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the such Certificateholder’s 's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in clause (a), neither the Sponsor, the Depositor nor the any other Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Payment Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Certificates to the Trust Collateral Agent Indenture Trustee for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination redemption from the Master Servicer given pursuant to Section 10.1(c) 10.1 of the Sale and Servicing Agreement, stating (i) the Distribution Payment Date upon or with respect to which final payment of the Certificate Certificates shall be made upon presentation and surrender of the Certificate Certificates at the office of the Trust Collateral Agent Indenture Trustee therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificate at the office of the Trust Collateral Agent therein specified and (iv) interest will cease to accrue on the Certificate. The Owner Trustee shall give such notice to the Trust Collateral Agent and the Security Insurer at the time such notice is given to the Certificateholder. Upon presentation and surrender of the Certificate, the Trust Collateral Agent shall cause to be distributed to the Certificateholder amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the Certificateholder shall not surrender the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its Certificate, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, by the Owner Trustee to the Holder. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute and its termination, the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.the

Termination of Trust Agreement. (a) This Agreement and the Trust shall terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect upon the latest later of (i) the maturity or other liquidation of the last Receivable Mortgage Loan (including the purchase redemption by the Servicer at its option or by the Seller Sponsor at its option of the corpus of the Trust as described in Section 10.1 10.1(b) of the Sale and Servicing AgreementIndenture) and the subsequent distribution of amounts in respect of such Receivables Mortgage Loans as provided in the Basic Operative Documents, or (ii) the payment to the Certificateholder Certificateholders of all amounts required to be paid to it them pursuant to this Agreement and the payment to the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement or and the Insurance Agreement and (iii) the termination of the Indenture and the Insurance Agreement; provided, however, that the rights to indemnification under Section 7.2 8.2 and the rights under Section 7.1 8.1 shall survive the termination of the Trust. The Seller or the Master Servicer shall promptly notify the Owner Trustee and the Security Insurer of any prospective termination pursuant to this SectionSection 9.1. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, any Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the such Certificateholder’s 's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in clause (a), neither the Depositor Sponsor, any Originator nor the any other Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Payment Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Certificates to the Trust Collateral Agent Indenture Trustee for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination redemption from the Master Servicer given pursuant to Section 10.1(c) 10.1 of the Sale and Servicing Agreement, stating (i) the Distribution Payment Date upon or with respect to which final payment of the Certificate Certificates shall be made upon presentation and surrender of the Certificate Certificates at the office of the Trust Collateral Agent Indenture Trustee therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificate Certificates at the office of the Trust Collateral Agent Indenture Trustee therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Owner Trustee shall give such notice to the Trust Collateral Agent Certificate Registrar (if other than the Owner Trustee) and the Security Insurer Indenture Trustee at the time such notice is given to the Certificateholder. Upon presentation and surrender of the Certificate, the Trust Collateral Agent shall cause to be distributed to the Certificateholder amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the Certificateholder shall not surrender the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its Certificate, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, by the Owner Trustee to the HolderCertificateholders. (d) Upon the completion of 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 canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.

Termination of Trust Agreement. (a) This Agreement and the Trust shall will terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect upon the latest of (i) the maturity or other liquidation of the last Receivable (including the purchase by the Servicer at its option or by the Seller at its option of the corpus of the Trust as described in Section 10.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents, or (ii) the payment to the Certificateholder of all amounts required to be paid to it pursuant to this Agreement and the payment to the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement or the Insurance Agreement; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall will survive the termination of the Trust; provided, further, that in no event shall the Trust created by this Agreement continue beyond the expiration of 21 years less one day from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the Court of St. James, livixx xx xxx xxxx xx this Agreement. The Seller New South or the Servicer shall xxxx 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 the Certificateholder, shall will not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the Certificateholder’s 's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither the Depositor nor the Certificateholder shall will be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Payment Date upon which the Certificateholder shall will surrender the Certificate to the Trust Collateral Agent Indenture Trustee for payment of the final distribution and cancellation, shall will be given by the Owner Trustee by letter to the Certificateholder mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution Payment Date upon or with respect to which final payment of the Certificate shall will be made upon presentation and surrender of the Certificate at the office of the Trust Collateral Agent Indenture Trustee therein designated, (ii) the amount of any such final payment, (iii) that the Record Date otherwise applicable to such Distribution Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificate at the office of the Trust Collateral Agent Indenture Trustee therein specified and (iv) interest will cease to accrue on the Certificate. The Owner Trustee shall will give such notice to the Trust Collateral Agent and the Security Insurer Indenture Trustee at the time such notice is given to the Certificateholder. Upon presentation and surrender of the Certificate, the Trust Collateral Agent shall Indenture Trustee will cause to be distributed to the Certificateholder amounts distributable on such Distribution Payment Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that If the Certificateholder shall does not surrender the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall will give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Certificate shall will not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its Certificate, and the cost thereof shall will be paid out of the funds and other assets that shall will remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall will be distributed, subject to applicable escheat laws, by the Owner Trustee to the Holder. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute and its termination, the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.

Termination of Trust Agreement. (a) This Agreement shall terminate and the Trust shall terminate in accordance with Section 3808 of the Statutory Trust Statute wind up and dissolve and be of no further force or effect upon the latest of (i) the maturity or other liquidation of the last Receivable (including the purchase by the Servicer at its option or by the Seller at its option of the corpus of the Trust as described in Section 10.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents, or (ii) the payment to the each Certificateholder of all amounts required to be paid to it pursuant to this Agreement and the Sale and Servicing Agreement and the payment to the Security Note Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement Agreement, (iii) the expiration of the Policy in accordance with its terms; or (iv) payment to the Insurance AgreementNote Insurer in full of all Reimbursement Obligations; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the termination of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee and the Security Note Insurer of any prospective termination pursuant to this Section. The bankruptcy, liquidation, dissolution, death or incapacity of the a Certificateholder, shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the such Certificateholder’s 's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither the Depositor Transferor nor the any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Payment Date upon which the each Certificateholder shall surrender the its Certificate to the Trust Collateral Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the such Certificateholder mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution Payment Date upon or with respect to which final payment of the Certificate such Certificates shall be made upon presentation and surrender of the Certificate such Certificates at the office of the Trust Collateral Agent therein designated, (ii) the amount of any such final payment, (iii) that the Record Date otherwise applicable to such Distribution Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificate such Certificates at the office of the Trust Collateral Agent therein specified and (iv) interest will cease to accrue on the Certificatesuch Certificates. The Owner Trustee shall give such notice to the Trust Collateral Agent and the Security Insurer at the time such notice is given to the related Certificateholder. Upon presentation and surrender of the Certificatesuch Certificates, the Trust Collateral Agent shall cause to be distributed to the each Certificateholder amounts distributable on such Distribution Payment Date pursuant to Section 5.7 5.6 of the Sale and Servicing Agreement. In the event that the any Certificateholder shall not surrender the Certificate its Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee Trust Collateral Agent shall give a second written notice to the such Certificateholder to surrender the Certificate its Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate Certificates shall not have been surrendered for cancellation, the Owner Trustee Trust Collateral Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder Certificateholders concerning surrender of its Certificatethe Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, by the Owner Trustee Trust Collateral Agent to the HolderTransferor. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute and its terminationdissolution, the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust StatuteAct.

Termination of Trust Agreement. (a) This Agreement and the Trust shall wind up, dissolve and terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect upon the latest of (i) the maturity or other liquidation of the last Receivable (including the purchase by the Servicer at its option or by the Seller at its option of the corpus of the Trust as described in Section 10.1 11.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents, Documents or (ii) the payment to the Certificateholder of all amounts required to be paid to it pursuant to this Agreement Agreement, the indefeasible payment in full of all amounts payable to the Noteholders pursuant to the Indenture and the other Transaction Documents and the payment to the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement or the Insurance Agreement; provided, however, that the rights to indemnification under Section 7.2 8.2 and the rights under Section 7.1 8.1 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 SectionSection 9.1. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the Certificateholder’s 's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate Estate, nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (ba) Neither Except as provided in clause (a), neither the Depositor nor the any other Certificateholder shall be entitled to revoke or terminate the Trust. (cb) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder shall surrender the its Certificate to the Trust Collateral Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholder mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c11.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Certificate shall be made upon presentation and surrender of the Certificate at the office of the Trust Collateral Agent therein designated, (ii) the amount of any such final payment, (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate at the office of the Trust Collateral Agent therein specified specified, 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 Trust Collateral Agent and the Security Insurer at the time such notice is given to the Certificateholder. Upon presentation and surrender of the Certificate, the Trust Collateral Agent shall cause to be distributed to the Certificateholder amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the Certificateholder shall not surrender the have surrendered its Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its Certificate, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, by the Owner Trustee to the Holder. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute and its termination, the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.the

Termination of Trust Agreement. (a) This Agreement and the Trust shall terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect upon the latest of (i) the maturity or other liquidation of the last Receivable (including the purchase by the Servicer at its option or by the Seller at its option of the corpus of the Trust as described in Section 10.1 9.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents, Documents or (ii) the payment to the Certificateholder Certificateholders of all amounts required to be paid to it them pursuant to this Agreement and the payment to the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement or the Insurance Agreement; it, provided, however, that in no event shall the trust created by this Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants living on the date of this Agreement of Xxxx Xxxxxxx of the Commonwealth of Massachusetts; and provided, further, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 8.2 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 SectionSection 9.1. The bankruptcy, liquidation, dissolution, death or incapacity of the any Certificateholder, or Holder, shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the such Certificateholder’s 's or 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) Neither Except as provided in clause (a), neither the Depositor Seller nor the any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Trust Certificates to the Trust Collateral Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c9.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Certificate Trust Certificates shall be made upon presentation and surrender of the Certificate Trust Certificates at the office of the Trust Collateral Paying Agent therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate Trust Certificates at the office of the Trust Collateral Paying Agent therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Owner Trustee shall give such notice to the Trust Collateral Agent Certificate Registrar (if other than the Owner Trustee) and the Security Insurer Paying Agent (if other than the Owner Trustee) at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateTrust Certificates, the Trust Collateral Paying Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement5.2. In the event that all of the Certificateholder Certificateholders shall not surrender the Certificate have surrendered their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate Trust Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir Trust Certificates, and the cost thereof shall be paid out of by the Seller from the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, by the Owner Trustee to the HolderSeller. The Certificateholders shall thereafter look solely to the Seller as general unsecured creditors. (d) Any funds remaining in the Trust after funds for final distribution have been distributed or set aside for distribution shall be distributed by the Owner Trustee to the Seller. (e) Upon the dissolution and completion of the winding up of the Trust, including the payment or making reasonable provision for payment of all obligations of the Trust in accordance with Section 3808 3808(e) of the Statutory Business Trust Statute and its terminationStatute, the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Business Trust StatuteStatute and thereupon the Trust and this Agreement shall terminate. The Servicer shall act as the liquidator of the Trust and shall be responsible for directing the Owner Trustee to take all required actions in connection with the winding up of the Trust.

Termination of Trust Agreement. (a) This Agreement and the Trust shall terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect upon the latest of (i) the maturity or other liquidation of the last Receivable (including the purchase by the Servicer at its option or by the Seller at its option of the corpus of the Trust as described in Section 10.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents, or (ii) the payment to the Certificateholder of all amounts required to be paid to it pursuant to this Agreement and the payment to the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement or the Insurance Agreement; providedPROVIDED, howeverHOWEVER, 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 the Certificateholder, shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the Certificateholder’s 's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither the Depositor nor the Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder shall surrender the Certificate to the Trust Collateral Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholder mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Certificate shall be made upon presentation and surrender of the Certificate at the office of the Trust Collateral Agent therein designated, (ii) the amount of any such final payment, (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate at the office of the Trust Collateral Agent therein specified and (iv) interest will cease to accrue on the Certificate. The Owner Trustee shall give such notice to the Trust Collateral Agent and the Security Insurer at the time such notice is given to the Certificateholder. Upon presentation and surrender of the Certificate, the Trust Collateral Agent shall cause to be distributed to the Certificateholder amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the Certificateholder shall not surrender the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its Certificate, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, by the Owner Trustee to the Holder. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute and its termination, the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.

Termination of Trust Agreement. (a) This Agreement and the Trust shall will terminate in accordance with Section 3808 of the Statutory Business Trust Statute and be of no further force or effect upon the latest of (i) the maturity or other liquidation of the last Receivable (including the purchase by the Servicer at its option or by the Seller at its option of the corpus of the Trust as described in Section 10.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents, or (ii) the payment to the Certificateholder of all amounts required to be paid to it pursuant to this Agreement and the payment to the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement or the Insurance Agreement; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall will survive the termination of the Trust. The Seller Triad or the Servicer shall will 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 the Certificateholder, shall will not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the Certificateholder’s 's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither the Depositor Seller nor the Certificateholder shall will be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder shall will surrender the Certificate to the Trust Collateral Agent Indenture Trustee for payment of the final distribution and cancellation, shall will be given by the Owner Trustee by letter to the Certificateholder mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Certificate shall will be made upon presentation and surrender of the Certificate at the office of the Trust Collateral Agent Indenture Trustee therein designated, (ii) the amount of any such final payment, (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate at the office of the Trust Collateral Agent Indenture Trustee therein specified and (iv) interest will cease to accrue on the Certificate. The Owner Trustee shall will give such notice to the Trust Collateral Agent and the Security Insurer Indenture Trustee at the time such notice is given to the Certificateholder. Upon presentation and surrender of the Certificate, the Trust Collateral Agent shall Indenture Trustee will cause to be distributed to the Certificateholder amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that If the Certificateholder shall does not surrender the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall will give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Certificate shall will not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its Certificate, and the cost thereof shall will be paid out of the funds and other assets that shall will remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall will be distributed, subject to applicable escheat laws, by the Owner Trustee to the Holder. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Business Trust Statute and its termination, the Owner Trustee shall will cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Business Trust Statute.

Termination of Trust Agreement. (a) This Agreement shall terminate and the Trust shall terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect dissolve upon the latest of (i) the maturity payment in full or other liquidation or final settlement of the last Receivable outstanding Dealer Loan (including the purchase by the Servicer at its option or by the Seller at its option of the corpus of the Trust as described in Section 10.1 10.01 of the Sale and Servicing Agreement) and the subsequent distribution of all amounts in respect of such Receivables Dealer Loans 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 Documents and the payment to satisfaction and discharge of the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement or the Insurance AgreementIndenture; provided, however, that the rights to indemnification under Section 7.2 8.2 and the rights of the Owner Trustee under Section 7.1 8.1, and the terms of Section 11.7 hereof shall survive the termination of the TrustTrust and that the winding up of the Trust shall be conducted in accordance with Section 3808(e) of the Statutory Trust Act, and the Owner Trustee shall be entitled to rely without investigation upon the certificates of: (i) the Indenture Trustee pursuant to Section 4.1 of the Indenture; (ii) the Servicer pursuant to Section 7.06 of the Sale and Servicing Agreement; (iii) the Class A Insurer pursuant to Section 4.03 of the Insurance Agreement as to the absence of liabilities; and (iv) the Backup Insurer pursuant to Section 4.03 of the Insurance Agreement as to the absence of liabilities. The Seller or the Servicer shall promptly notify the Owner Trustee Trustee, the Class A Insurer and the Security Backup Insurer in writing of any prospective termination pursuant to this SectionSection 9.1. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, any Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the such Certificateholder’s 's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate Property nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in clause (a), neither the Depositor Seller nor the any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Certificates to the Trust Collateral Agent Agent, as paying agent who shall then surrender such Certificates to the Owner Trustee for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer Seller or Servicer, as the case may be, given pursuant to Section 10.1(c10.01(b) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of distributions on the Certificate Certificates shall be made upon presentation and surrender of the Certificate Certificates at the office of the Trust Collateral Agent therein designated, (ii) the amount of any such final paymentdistribution, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate Certificates at the office of the Trust Collateral Agent Owner Trustee therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee), the Class A Insurer, the Backup Insurer and the Trust Collateral Agent and the Security Insurer at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateCertificates to the Owner Trustee, the Trust Collateral Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.7 5.08 of the Sale and Servicing Agreement. In the event that all of the Certificateholder Certificateholders shall not surrender the Certificate their Certificates for cancellation within six months after the date specified in the above above-mentioned written notice, the Owner Trustee shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies two years shall be distributed, subject to applicable escheat laws, by the Owner Trustee or the Trust Collateral Agent upon the written direction of the Seller to the HolderSeller and Holders shall look solely to the Seller for payment. (d) Any funds remaining in the Trust after funds for final distribution have been distributed or set aside for distribution and reasonable provision has been made for known claims and obligations of the Trust shall be distributed by the Owner Trustee to the Certificateholders. (e) Upon the completion of dissolution and the winding up of the Trust in accordance with pursuant to Section 3808 of the Statutory Trust Statute and its termination9.1(a), the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust StatuteAct.

Termination of Trust Agreement. (a) This Agreement and the Trust shall terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect upon the latest of (i) the maturity or other liquidation of the last Receivable (including the purchase by the Master Servicer at its option or by the Seller at its option of the corpus of the Trust as described in Section 10.1 11.1 of the Master Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic DocumentsDocuments or, with respect to Series Trust Certificates, any Series Supplement or any Series Related Document or (ii) the payment to the Certificateholder Noteholders and Certificateholders of each Series of all amounts required to be paid to it them pursuant to the Indenture and this Agreement and the payment to the Security Insurer any Series Support Provider of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement or the Insurance Agreementrelated Series Supplement; provided, however, that the rights to indemnification under Section 7.2 8.2 and the rights under Section 7.1 8.1 shall survive the termination of the Trust. The Seller or the Master Servicer shall promptly notify the Owner Trustee and the Security Insurer of any prospective termination pursuant to this Section9. 1. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, any Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the such Certificateholder’s 's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in clause (a), neither the Depositor nor the any other Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trusta Series Trust Estate, specifying the Distribution Date upon which the Certificateholder Certificateholders of such Series shall surrender their Series Trust Certificates to the Certificate to the Trust Collateral Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholder Certificateholders of such Series mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c9.1(a) of the Sale and Servicing Agreementhereof, stating (i) the Distribution Date upon or with respect to which final payment of the Certificate Series Trust Certificates of such Series shall be made upon presentation and surrender of the Certificate Series Trust Certificates of such Series at the office of the Trust Collateral Certificate Paying Agent therein designated, (ii) the amount of any such final payment, (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate Certificates of such Series at the office of the Trust Collateral Certificate Paying Agent therein specified and (iv) interest will cease to accrue on the CertificateCertificates of such Series. The Owner Trustee shall give such notice to the Trust Collateral Agent Certificate Registrar (if other than the Owner Trustee) and the Security Insurer Certificate Paying Agent at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateCertificates of such Series, the Trust Collateral Certificate Paying Agent shall cause to be distributed to the Certificateholder Certificateholders of such Series amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. related Series Supplement. (d) In the event that all of the Certificateholder Certificateholders of such Series shall not surrender the Certificate their Series Trust Certificates for cancellation within six 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 Certificateholder remaining Certificateholders of such Series to surrender the Certificate their Series Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate Certificates of such Series shall not have been surrendered for cancellation, the Owner Trustee Certificate Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir Series Trust Certificates, and the cost thereof shall be paid out of the funds and other Series Trust Estate assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, by the Owner Trustee Certificate Paying Agent to the HolderDepositor and Holders shall look solely to the Depositor for payment. (d) Upon the completion of 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 canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.

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

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

Termination of Trust Agreement. (a) This Agreement and the Trust shall terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect upon the latest of (i) the maturity or other liquidation of the last Receivable (including the purchase by the Servicer at its option or by the Seller at its option of the corpus of the Trust as described in Section 10.1 11.1 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 Certificateholders of all amounts required to be paid to it them pursuant to this Agreement and the Sale and Servicing Agreement and the payment to the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement Agreement, or (iii) at the Insurance Agreementtime provided in Section 9.2; provided, however, that the rights to indemnification under Section 7.2 8.2 and the rights under Section 7.1 8.1 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 SectionSection 9. 1. The Except as provided in Section 9.2, the bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder, other than the CertificateholderDepositor as described in Section 9.2, shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the such Certificateholder’s 's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in clause (a), neither the Depositor nor the any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Payment Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Certificates to the Trust Collateral Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee Paying Agent by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c11.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution Payment Date upon or with respect to which final payment of the Certificate Certificates shall be made upon presentation and surrender of the Certificate Certificates at the office of the Trust Collateral Paying Agent therein designated, designated (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificate Certificates at the office of the Trust Collateral Agent Trustee therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Owner Trustee Paying Agent shall give such notice to the Trust Collateral Agent Certificate Registrar (if other than the Paying Agent) and the Security Insurer Trustee at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateCertificates, if any, the Trust Collateral Paying Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Payment Date pursuant to Section 5.7 of the Sale and Servicing AgreementAgreement and Section 5.5 hereof. In the event that all of the Certificateholder Certificateholders shall not surrender the Certificate their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee Paying Agent shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate Certificates shall not have been surrendered for cancellation, the Owner Trustee Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, by the Owner Trustee Paying Agent to the HolderDepositor and Holders shall look solely to the Depositor for payment. (d) Any funds remaining in the Trust after funds for final distribution have been distributed or set aside for distribution and all amounts owed to the Owner Trustee pursuant to this Agreement have been paid shall be distributed by the Paying Agent to the Depositor. (e) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute and its termination, the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Business Trust Statute.

Termination of Trust Agreement. (a) This Agreement and the Trust shall terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect upon the latest later of (i) the maturity or other liquidation of the last Receivable Mortgage Loan (including the purchase redemption by the Servicer at its option or by the Seller Sponsor at its option of the corpus of the Trust as described in Section 10.1 10.1(b) and Section 10.1(c) of the Sale and Servicing AgreementIndenture) and the subsequent distribution of amounts in respect of such Receivables Mortgage Loans as provided in the Basic Operative Documents, or (ii) the payment to the Certificateholder Certificateholders of all amounts required to be paid to it them pursuant to this Agreement and the payment to the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement or and the Insurance Agreement and (iii) the termination of the Indenture and the Insurance Agreement; provided, however, that the rights to indemnification under Section 7.2 8.2 and the rights under Section 7.1 8.1 shall survive the termination of the Trust. The Seller or the Master Servicer shall promptly notify the Owner Trustee and the Security Insurer of any prospective termination pursuant to this SectionSection 9.1. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, any Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the such Certificateholder’s 's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in clause (a), neither the Sponsor, the Depositor nor the any other Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Payment Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Certificates to the Trust Collateral Agent Indenture Trustee for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination redemption from the Master Servicer given pursuant to Section 10.1(c) 10.1 of the Sale and Servicing Agreement, stating (i) the Distribution Payment Date upon or with respect to which final payment of the Certificate Certificates shall be made upon presentation and surrender of the Certificate Certificates at the office of the Trust Collateral Agent Indenture Trustee therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificate Certificates at the office of the Trust Collateral Agent Indenture Trustee therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Owner Trustee shall give such notice to the Trust Collateral Agent Certificate Registrar (if other than the Owner Trustee) and the Security Insurer Indenture Trustee at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateCertificates, the Trust Collateral Agent Indenture Trustee shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Payment Date pursuant to Section 5.7 8.6(b)(xi) of the Sale and Servicing AgreementIndenture. In the event that all of the Certificateholder Certificateholders shall not surrender the Certificate their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, by the Owner Trustee to the Holder. (d) Upon the completion of 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 canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.other

Termination of Trust Agreement. (a) This Agreement and the Trust shall terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect upon the latest later of (i) the maturity or other liquidation of the last Receivable Mortgage Loan (including the purchase redemption by the Servicer at its option or by the Seller at its option of the corpus of the Trust as described in Section 10.1 10.1(b) and Section 10.1(c) of the Sale and Servicing AgreementIndenture) and the subsequent distribution of amounts in respect of such Receivables Mortgage Loans as provided in the Basic Operative Documents, or (ii) the payment to the Certificateholder Certificateholders of all amounts required to be paid to it them pursuant to this Agreement and the payment to the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement or and the Insurance Agreement and (iii) the termination of the Indenture and the Insurance Agreement; provided, however, that the rights to indemnification under Section 7.2 8.2 and the rights under Section 7.1 8.1 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 SectionSection 9.1. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, any Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the such Certificateholder’s 's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in clause (a), neither the Depositor Seller nor the any other Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Payment Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Certificates to the Trust Collateral Agent Indenture Trustee for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination redemption from the Servicer given pursuant to Section 10.1(c8.6(c)(xii) of the Sale and Servicing Agreement, stating (i) the Distribution Payment Date upon or with respect to which final payment of the Certificate Certificates shall be made upon presentation and surrender of the Certificate Certificates at the office of the Trust Collateral Agent Indenture Trustee therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificate Certificates at the office of the Trust Collateral Agent Indenture Trustee therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Owner Trustee shall give such notice to the Trust Collateral Agent Certificate Registrar (if other than the Owner Trustee) and the Security Insurer Indenture Trustee at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateCertificates, the Trust Collateral Agent Indenture Trustee shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Payment Date pursuant to Section 5.7 8.6(b)(xi) of the Sale and Servicing AgreementIndenture. In the event that all of the Certificateholder Certificateholders shall not surrender the Certificate their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, by the Owner Trustee to the HolderSeller and Holders shall look solely to the Seller for payment. (d) Any funds remaining in the Trust after funds for final distribution have been distributed or set aside for distribution shall be distributed by the Owner Trustee to the Seller. (e) Notwithstanding any other provision to the contrary herein, the Trust shall not dissolve or liquidate so long as any Notes are outstanding. (f) Upon the completion of 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 canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Business Trust Statute.

Termination of Trust Agreement. (a) This Agreement has been entered into in part to induce the Indenture Trustee, the Insurer and the Certificateholders from time to time to participate in the transactions contemplated hereby, and each of the Owner Trustee, the holder of the AO Interest and the Seller agree that the Indenture Trustee (so long as the Indenture shall not have been terminated in accordance with its terms), the Insurer and the Certificateholders from time to time are third party beneficiaries hereof, and shall be entitled to enforce the terms of this Agreement to the same extent as if they were signatories hereto, subject, however, to Article IV hereof and to the applicable provisions of the Indenture. So long as the Indenture shall not have been terminated in accordance with its terms, this Agreement and the Trust created hereby are irrevocable by the Owner Trustee and the Seller, unless the Indenture Trustee, the Insurer and the Certificateholders consent in writing to such termination. This Agreement (other than Section 6.9) and the Trust shall terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect upon on the latest final distribution by the Owner Trustee of (i) the maturity all monies or other liquidation property or proceeds of the last Receivable Owner Trust Estate in accordance with the terms of the Indenture, the Sale and Servicing Agreement (including the purchase exercise by the Servicer at CITSF of its option or by to purchase the Seller at its option Contracts pursuant to Section 11.01 of the corpus Sale and Servicing Agreement or resulting from the mandatory sale of the Trust as described in all Contracts pursuant to Section 10.1 11.02 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents, or (ii) the payment to the Certificateholder of all amounts required to be paid to it pursuant to this Agreement and the payment to the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement or the Insurance Agreement; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the 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. Article V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder, including the Certificateholderholder of the AO Interest, shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the such Certificateholder’s 's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or the Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. The bankruptcy, liquidation or dissolution of the Owner Trustee (or any other beneficiary herewith) will not terminate this Agreement or the Trust, nor entitle such person's legal representatives or heirs, as appropriate, to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust or Owner Trust Estate, nor otherwise affect the rights, obligations and liabilities of the parties hereto. No creditor of any Certificateholder shall obtain legal title to or exercise legal or equitable remedies with respect to the Owner Trust Estate as a result of such Certificateholder's holding of the Certificate. No transfer, by operation of law or otherwise, of any right, title and interest of any Certificateholder in and to its undivided beneficial interest in the Owner Trust Estate shall operate to terminate this Agreement or the Trust created hereby. (b) Neither Except as provided in Section 7.1(a), neither the Depositor Seller nor the holder of the AO Interest nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Certificates to the Trust Collateral Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer CITSF given pursuant to Section 10.1(c) 11.01 of the Sale and Servicing Agreement, stating or within five Business Days of the Owner Trustee receiving notice of such termination from the Indenture Trustee pursuant to Section 11.02 of the Sale and Servicing Agreement, stating: (i) the Distribution Date upon or with respect to which final payment of the Certificate Certificates shall be made upon presentation and surrender of the Certificate Certificates at the office of the Trust Collateral Paying Agent therein designated, ; (ii) the amount of any such final payment, ; and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate Certificates at the office of the Trust Collateral Paying Agent therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Owner Trustee shall give such notice to the Trust Collateral Agent Certificate Registrar (if other than the Owner Trustee) and the Security Insurer Paying Agent at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateCertificates, the Trust Collateral Paying Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.7 5.2. (d) If all of the Sale and Servicing Agreement. In the event that the Certificateholder Certificateholders shall not surrender the Certificate their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any Subject to applicable laws with respect to escheat of funds, any funds remaining in the Trust after exhaustion of such remedies in the preceding sentence shall be distributed, subject to applicable escheat laws, deemed property of the holder of the AO Interest and distributed by the Owner Trustee to the Holderholder of the AO Interest. (de) Upon the completion of the winding up of the Trust in accordance with Section 3808 and its termination and the written direction of the Statutory Trust Statute and its terminationSeller, the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State of the State of Delaware in accordance with the provisions of Section 3810 of the Statutory Business Trust Statute.

Termination of Trust Agreement. (a) This Agreement and the Trust C shall terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect upon the latest later of (i) the maturity or other liquidation of the last Receivable Mortgage Loan (including the purchase redemption by the Servicer at its option or by the Seller Certificateholders at its option of the corpus of the Trust C as described in Section 10.1 10.1(b) of the Sale and Servicing AgreementTrust C Indenture) and the subsequent distribution of amounts in respect of such Receivables Mortgage Loans as provided in the Basic Documents, Operative Documents or (ii) the payment to the Certificateholder Certificateholders of all amounts required to be paid to it them pursuant to this Agreement and the payment to the Security Note Insurer of all amounts payable or reimbursable to it pursuant to the Trust C Sale and Servicing Agreement or and the Insurance Agreement; provided, however, that the rights to indemnification under Section 7.2 8.2 and the rights under Section 7.1 8.1 shall survive the termination of the Trust. Trust C. The Seller or the Master Servicer shall promptly notify the Owner Trustee and the Security Note Insurer of any prospective termination pursuant to this SectionSection 9.1. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, any Certificateholder shall not (x) operate to terminate this Agreement or the TrustTrust C, nor (y) entitle the such Certificateholder’s 's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust C or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in clause (a), neither the Depositor Sponsor nor the any other Certificateholder shall be entitled to revoke or terminate the Trust.Trust C. (c) Notice of any termination of the TrustTrust C, specifying the Distribution Payment Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Certificates to the Trust Collateral Agent Indenture Trustee for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination redemption from the Master Servicer given pursuant to Section 10.1(c) 10.1 of the Trust C Sale and Servicing Agreement, stating (i) the Distribution Payment Date upon or with respect to which final payment of the Certificate Certificates shall be made upon presentation and surrender of the Certificate Certificates at the office of the Trust Collateral Agent Indenture Trustee therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificate Certificates at the office of the Trust Collateral Agent Indenture Trustee therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Owner Trustee shall give such notice to the Trust Collateral Agent Certificate Registrar (if other than the Owner Trustee) and the Security Insurer Indenture Trustee at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateCertificates, the Trust Collateral Agent Indenture Trustee shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Payment Date pursuant to Section 5.7 8.7(b)(xx) of the Sale and Servicing AgreementTrust C Indenture. In the event that all of the Certificateholder Certificateholders shall not surrender the Certificate their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust C after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, by the Owner Trustee to the HolderSponsor and Certificateholders shall look solely to the Sponsor for payment. (d) Upon the completion of the winding up of the Any funds remaining in Trust in accordance with Section 3808 of the Statutory Trust Statute and its termination, C after funds for final distribution have been distributed or set aside for distribution shall be distributed by the Owner Trustee shall cause to the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust StatuteSponsor.

Termination of Trust Agreement. (a) This Agreement shall terminate and the Trust shall terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect dissolve upon the latest of (i) the maturity payment in full or other liquidation or final settlement of the last Receivable outstanding Dealer Loan (including the purchase by the Servicer at its option or by the Seller at its option of the corpus of the Trust as described in Section 10.1 10.01 of the Sale and Servicing Agreement) and the subsequent distribution of all amounts in respect of such Receivables Dealer Loans 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 Documents and the payment to satisfaction and discharge of the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement or the Insurance AgreementIndenture; provided, however, that the rights to indemnification under Section 7.2 8.2 and the rights of the Owner Trustee under Section 7.1 8.1, and the terms of Section 11.7 hereof shall survive the termination of the TrustTrust and that the winding up of the Trust shall be conducted in accordance with Section 3808(e) of the Statutory Trust Act, and the Owner Trustee shall be entitled to rely without investigation upon the certificates of: (i) the Indenture Trustee pursuant to Section 4.1 of the Indenture; (ii) the Servicer pursuant to Section 7.06 of the Sale and Servicing Agreement; and (iii) the Class A Insurer pursuant to Section 4.03 of the Insurance Agreement as to the absence of liabilities. The Seller or the Servicer shall promptly notify the Owner Trustee Trustee, and the Security Class A Insurer in writing of any prospective termination pursuant to this SectionSection 9.1. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, any Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the such Certificateholder’s 's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate Property nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in clause (a), neither the Depositor Seller nor the any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Certificates to the Trust Collateral Agent Agent, as paying agent who shall then surrender such Certificates to the Owner Trustee for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer Seller or Servicer, as the case may be, given pursuant to Section 10.1(c10.01(b) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of distributions on the Certificate Certificates shall be made upon presentation and surrender of the Certificate Certificates at the office of the Trust Collateral Agent therein designated, (ii) the amount of any such final paymentdistribution, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate Certificates at the office of the Trust Collateral Agent Owner Trustee therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee), the Class A Insurer and the Trust Collateral Agent and the Security Insurer at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateCertificates to the Owner Trustee, the Trust Collateral Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.7 5.08 of the Sale and Servicing Agreement. In the event that all of the Certificateholder Certificateholders shall not surrender the Certificate their Certificates for cancellation within six months after the date specified in the above above-mentioned written notice, the Owner Trustee shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies two years shall be distributed, subject to applicable escheat laws, by the Owner Trustee or the Trust Collateral Agent upon the written direction of the Seller to the HolderSeller and Holders shall look solely to the Seller for payment. (d) Any funds remaining in the Trust after funds for final distribution have been distributed or set aside for distribution and reasonable provision has been made for known claims and obligations of the Trust shall be distributed by the Owner Trustee to the Certificateholders. (e) Upon the completion of dissolution and the winding up of the Trust in accordance with pursuant to Section 3808 of the Statutory Trust Statute and its termination9.1(a), the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust StatuteAct.

Termination of Trust Agreement. (a) This Agreement and the Trust shall terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect upon the latest of (i) the maturity or other liquidation of the last Receivable (including the purchase by the Servicer at its option or by the Seller at its option of the corpus of the Trust as described in Section 10.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents, or (ii) the payment to the Certificateholder of all amounts required to be paid to it pursuant to this Agreement [and the payment to the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement or the Insurance Agreement] [and the payment to the Swap Provider of all amounts payable to it pursuant to the Swap 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 Insurer] of any prospective termination pursuant to this Section. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither the Depositor nor the Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder shall surrender the Certificate to the Trust Collateral Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholder mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Certificate shall be made upon presentation and surrender of the Certificate at the office of the Trust Collateral Agent therein designated, (ii) the amount of any such final payment, (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate at the office of the Trust Collateral Agent therein specified and (iv) interest will cease to accrue on the Certificate. The Owner Trustee shall give such notice to the Trust Collateral Agent [and the Security Insurer Insurer] at the time such notice is given to the Certificateholder. Upon presentation and surrender of the Certificate, the Trust Collateral Agent shall cause to be distributed to the Certificateholder amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the Certificateholder shall not surrender the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its Certificate, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, by the Owner Trustee to the Holder. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute and its termination, the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.

Termination of Trust Agreement. (a) This Agreement and the The Trust shall terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect dissolve upon the latest later of (i) the maturity or other liquidation of the last Receivable (including the purchase by the Servicer at its option or by the Seller at its option of the corpus of the Trust as described in Section 10.1 9.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents, Documents or (ii) the payment to the Certificateholder holders of the Notes of all amounts required to be paid to it them pursuant to this Agreement and the Indenture, payment to the Security Insurer Letter of Credit Provider of all amounts payable or reimbursable to it pursuant and payment to the Sale and Servicing Agreement or the Insurance AgreementSwap Counterparty of any amounts payable to it; provided, however, that in no event shall the trust created by this Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants living on the date of this Agreement of Xxxx Xxxxxxx of the Commonwealth of Massachusetts; and provided, further, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 8.2 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 dissolution pursuant to this SectionSection 9.1. The bankruptcy, liquidation, dissolution, death or incapacity of the any Certificateholder, or Holder, shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the such Certificateholder’s or 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) Neither Except as provided in clause (a), neither the Depositor nor the any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination dissolution of the Trust, specifying the Distribution Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Trust Certificates to the Trust Collateral Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c9.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Certificate Trust Certificates shall be made upon presentation and surrender of the Certificate Trust Certificates at the office of the Trust Collateral Paying Agent therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate Trust Certificates at the office of the Trust Collateral Paying Agent therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Owner Trustee shall give such notice to the Trust Collateral Agent Certificate Registrar (if other than the Owner Trustee) and the Security Insurer Paying Agent (if other than the Owner Trustee) at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateTrust Certificates, the Trust Collateral Paying Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement5.2. In the event that all of the Certificateholder Certificateholders shall not surrender the Certificate have surrendered their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate Trust Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir Trust Certificates, and the cost thereof shall be paid out of by the Depositor from the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, by the Owner Trustee to the HolderDepositor. The Certificateholders shall thereafter look solely to the Depositor as general unsecured creditors. (d) Any funds remaining in the Trust after funds for final distribution have been distributed or set aside for distribution shall be distributed by the Owner Trustee to the Depositor. (e) Upon the dissolution and completion of the winding up of the Trust, including the payment or making reasonable provision for payment of all obligations of the Trust in accordance with Section 3808 3808(e) of the Statutory Trust Statute and its terminationStatute, the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust StatuteStatute and thereupon the Trust and this Agreement shall terminate. The Servicer shall act as the liquidator of the Trust and shall be responsible for directing the Owner Trustee to take all required actions in connection with the winding up of the Trust.

Termination of Trust Agreement. (a) This Agreement and the Trust shall terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect upon the latest later to occur of (i) the maturity or other liquidation of the last Receivable (including the purchase by the Servicer at its option or by the Seller at its option of the corpus of the Trust as described in Section 10.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents, or and (ii) the payment to the Certificateholder of all amounts required to be paid to it pursuant to this Agreement Agreement, the payment in full of all amounts owed the Noteholders under the Indenture and the payment to the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement, the Insurance Agreement or the Insurance AgreementPolicy; provided, however, that the rights to indemnification under Section SECTION 7.2 and the rights under Section 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 the Certificateholder, shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither the Depositor nor the Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder shall surrender the Certificate to the Trust Collateral Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholder mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Certificate shall be made upon presentation and surrender of the Certificate at the office of the Trust Collateral Agent therein designated, (ii) the amount of any such final payment, (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate at the office of the Trust Collateral Agent therein specified and (iv) interest will cease to accrue on the Certificate. The Owner Trustee shall give such notice to the Trust Collateral Agent and the Security Insurer at the time such notice is given to the Certificateholder. Upon presentation and surrender of the Certificate, the Trust Collateral Agent shall cause to be distributed to the Certificateholder amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the Certificateholder shall not surrender the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its Certificate, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, by the Owner Trustee to the Holder. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute and its termination, the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.

Termination of Trust Agreement. (a) This Agreement shall terminate and the Trust shall terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect dissolve upon the latest of (i) the maturity maturity, payment in full or other liquidation of the last Receivable Dealer Loan (including the purchase by the Servicer at its option or by the Seller at its option of the corpus of the Trust as described in Section 10.1 10.01 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables Dealer Loans as provided in the Basic Documents, Documents and the satisfaction and discharge of the Indenture and the termination of the Sale and Servicing Agreement or (ii) the payment to the Certificateholder Certificateholders of all amounts required to be paid to it them pursuant to this Agreement and the payment to each of the Security Class A Noteholders and the Class A Insurer of all amounts payable or reimbursable to it pursuant to under the Sale and Servicing Agreement or the Insurance AgreementBasic Documents; provided, however, that the rights to indemnification under Section 7.2 8.2 and the rights of the Owner Trustee under Section 7.1 8.1, and the terms of Section 11.7 hereof shall survive the termination of the TrustTrust and that the winding up of the Trust shall be conducted in accordance with Section 3808(e) of the Statutory Trust Act, and the Owner Trustee shall be entitled to rely without investigation upon the certificates of: (i) the Indenture Trustee pursuant to Section 4.1 of the Indenture; (ii) the Servicer pursuant to Section 7.06 of the Sale and Servicing Agreement; and (iii) the Class A Insurer pursuant to Section 4.03 of the Insurance Agreement as to the absence of liabilities. The Seller or the Servicer shall promptly notify the Owner Trustee and the Security Class A Insurer in writing of any prospective termination pursuant to this SectionSection 9.1. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, any Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the such Certificateholder’s 's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate Property nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in clause (a), neither the Depositor Seller nor the any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Certificates to the Trust Collateral Agent Agent, as paying agent who shall then surrender such Certificates to the Owner Trustee for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer Seller or Servicer, as the case may be, given pursuant to Section 10.1(c10.01(b) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of distributions on the Certificate Certificates shall be made upon presentation and surrender of the Certificate Certificates at the office of the Trust Collateral Agent therein designated, (ii) the amount of any such final paymentdistribution, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate Certificates at the office of the Trust Collateral Agent Owner Trustee therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee), the Class A Insurer and the Trust Collateral Agent and the Security Insurer at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateCertificates to the Owner Trustee, the Trust Collateral Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.7 5.08 of the Sale and Servicing Agreement. In the event that all of the Certificateholder Certificateholders shall not surrender the Certificate their Certificates for cancellation within six months after the date specified in the above above-mentioned written notice, the Owner Trustee shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies two years shall be distributed, subject to applicable escheat laws, by the Owner Trustee or the Trust Collateral Agent upon the written direction of the Seller to the HolderSeller and Holders shall look solely to the Seller for payment. (d) Any funds remaining in the Trust after funds for final distribution have been distributed or set aside for distribution and reasonable provision has been made for known claims and obligations of the Trust shall be distributed by the Owner Trustee to the Seller. (e) Upon the completion of dissolution and the winding up of the Trust in accordance with pursuant to Section 3808 of the Statutory Trust Statute and its termination9.1(a), the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust StatuteAct.

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

Termination of Trust Agreement. (a) This Agreement ------------------------------ and the Trust shall terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect upon the latest of (i) the maturity or other liquidation of the last Receivable (including the purchase by the Servicer at its option or by the Seller at its option of the corpus of the Trust as described in Section 10.1 9.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents, Documents or (ii) the payment to the Certificateholder Certificateholders of all amounts required to be paid to it them pursuant to this Agreement and the payment to the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement or the Insurance Agreement; it, provided, -------- however, that in no event shall the trust created by this Agreement continue ------- beyond the expiration of 21 years from the death of the last survivor of the descendants living on the date of this Agreement of Xxxx Xxxxxxx of the Commonwealth of Massachusetts; and provided, further, that the rights to -------- ------- indemnification under Section 7.2 and the rights under Section 7.1 8.2 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 SectionSection 9.1. The bankruptcy, liquidation, dissolution, death or incapacity of the any Certificateholder, or Holder, shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the such Certificateholder’s 's or 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) Neither Except as provided in clause (a), neither the Depositor Seller nor the any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Trust Certificates to the Trust Collateral Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c9.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Certificate Trust Certificates shall be made upon presentation and surrender of the Certificate Trust Certificates at the office of the Trust Collateral Paying Agent therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate Trust Certificates at the office of the Trust Collateral Paying Agent therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Owner Trustee shall give such notice to the Trust Collateral Agent Certificate Registrar (if other than the Owner Trustee) and the Security Insurer Paying Agent (if other than the Owner Trustee) at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateTrust Certificates, the Trust Collateral Paying Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement5.2. In the event that all of the Certificateholder Certificateholders shall not surrender the Certificate have surrendered their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate Trust Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir Trust Certificates, and the cost thereof shall be paid out of by the Seller from the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, by the Owner Trustee to the HolderSeller. The Certificateholders shall thereafter look solely to the Seller as general unsecured creditors. (d) Any funds remaining in the Trust after funds for final distribution have been distributed or set aside for distribution shall be distributed by the Owner Trustee to the Seller. (e) Upon the dissolution and completion of the winding up of the Trust, including the payment or making reasonable provision for payment of all obligations of the Trust in accordance with Section 3808 3808(e) of the Statutory Business Trust Statute and its terminationStatute, the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Business Trust StatuteStatute and thereupon the Trust and this Agreement shall terminate. The Servicer shall act as the liquidator of the Trust and shall be responsible for directing the Owner Trustee to take all required actions in connection with the winding up of the Trust.

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

Termination of Trust Agreement. (a) This Agreement and the Trust shall will terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect upon the latest later of (i) the maturity or other liquidation of the last Receivable (including the purchase by the Servicer at its option or by the Seller at its option of the corpus of the Trust as described in Section 10.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents, or (ii) the payment to the Certificateholder Certificateholders of all amounts required to be paid to it them pursuant to this Agreement and the payment to the Security Insurer of all amounts payable or reimbursable to it them pursuant to the Sale and Servicing Agreement or and the Insurance Agreement; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall will survive the termination of the Trust. The Seller Triad or the Servicer shall will promptly notify the Owner Trustee and the Security Insurer of any prospective termination pursuant to this SectionSection 8.1. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, shall any Certificateholder will not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the such Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither the Depositor nor the Certificateholder shall Certificateholders will be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the each Certificateholder shall will surrender the its Certificate to the Trust Collateral Agent Owner Trustee for payment of the final distribution distribution, if any, and cancellation, shall will be given by the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the each Certificate shall will be made upon presentation and surrender of the such Certificate at the office of the Trust Collateral Agent Owner Trustee therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the such Certificate at the office of the Trust Collateral Agent Owner Trustee therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Owner Trustee shall will give such notice to the Trust Collateral Agent and the Security Insurer Indenture Trustee at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the a Certificate, the Trust Collateral Agent shall Owner Trustee will instruct the Indenture Trustee to cause to be distributed to the Certificateholder Certificateholders thereof amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the If a Certificateholder shall does not surrender the its Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall will give a second written notice to the such Certificateholder to surrender the its Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Certificate shall will not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the such Certificateholder concerning surrender of its Certificate, and the cost thereof shall will be paid out of the funds and other assets that shall will remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall will be distributed, subject to applicable escheat laws, by the Owner Trustee to the HolderCertificateholders. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute and its termination, the Owner Trustee shall will cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.

Termination of Trust Agreement. (a) This Agreement and the Trust shall terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect upon the latest of (i) the maturity or other liquidation of the last Receivable (including the purchase by the Servicer at its option or by the Seller at its option of the corpus of the Trust as described in Section 10.1 11.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents, Documents or (ii) the payment to the Certificateholder Certificateholders of all amounts required to be paid to it them pursuant to this Agreement and the payment to the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement or the Insurance Agreement; provided, however, that the rights to indemnification under Section 7.2 8.2 and the rights under Section 7.1 8.1 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 SectionSection 9.1. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, any Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the such Certificateholder’s 's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto.. -------------------------------------------------------------------------------- (b) Neither Except as provided in clause (a), neither the Depositor nor the any other Certificateholder shall be entitled to revoke or terminate the Trust.. -------------------------------------------------------------------------------- (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Certificates to the Trust Collateral Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c11.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Certificate Certificates shall be made upon presentation and surrender of the Certificate Certificates at the office of the Trust Collateral Agent therein designated, (ii) the amount of any such final payment, (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate Certificates at the office of the Trust Collateral Agent therein specified and (iv) interest will cease to accrue on the CertificateCertificates. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Trust Collateral Agent and the Security Insurer at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateCertificates, the Trust Collateral Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that all of the Certificateholder Certificateholders shall not surrender the Certificate their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, by the Owner Trustee to the HolderDepositor and Holders shall look solely to the Depositor for payment. (d) Any funds remaining in the Trust after funds for final distribution have been distributed or set aside for distribution shall be distributed by the Owner Trustee to the Depositor. (e) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute and its termination, the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Business Trust Statute.

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

Termination of Trust Agreement. (a) This Agreement and the Holding Trust shall terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect upon the latest of (i) the maturity or other liquidation of the last Receivable (including the purchase by the Servicer at its option or by the Seller at its option of the corpus of the Trust as described in Section 10.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents, or (ii) the payment to the Certificateholder Certificateholders of all amounts required to be paid to it them pursuant to this Agreement and the payment to the Security Note Insurer of all amounts payable or reimbursable to it pursuant to the Trust A Sale and Servicing Agreement, the Trust B Sale and Servicing Agreement or and the Trust C Sale and Servicing Agreement and the Insurance Agreement; provided, however, that the rights to indemnification under Section 7.2 8.2 and the rights under Section 7.1 8.1 shall survive the termination of the Holding Trust. The Seller or the Master Servicer shall promptly notify the Owner Trustee and the Security Note Insurer of any prospective termination pursuant to this SectionSection 9.1. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, any Certificateholder shall not (x) operate to terminate this Agreement or the Holding Trust, nor (y) entitle the such Certificateholder’s 's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Holding Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in clause (a), neither the Depositor Sponsor nor the any other Certificateholder shall be entitled to revoke or terminate the Holding Trust. (c) Notice of any termination of the Holding Trust, specifying the Distribution Payment Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Certificates to the Trust Collateral Agent Indenture Trustee for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice all notices of such termination redemption from the Master Servicer given pursuant to Section 10.1(c) 10.1 of the Trust A Sale and Servicing Agreement, the Trust B Sale and Servicing Agreement and the Trust C Sale and Servicing Agreement, stating (i) the Distribution Payment Date upon or with respect to which final payment of the Certificate Certificates shall be made upon presentation and surrender of the Certificate Certificates at the office of the Trust Collateral Agent Indenture Trustee therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificate Certificates at the office of the Trust Collateral Agent Indenture Trustee therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Owner Trustee shall give such notice to the Trust Collateral Agent and the Security Insurer at the time such notice is given to the Certificateholder. Upon presentation and surrender of the Certificate, the Trust Collateral Agent shall cause to be distributed to the Certificateholder amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the Certificateholder shall not surrender the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its Certificate, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, by the Owner Trustee to the Holder. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute and its termination, the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.such

Termination of Trust Agreement. (a) This Agreement shall terminate and the Trust shall terminate dissolve upon the payment in accordance with Section 3808 full of the Statutory Trust Statute and be of no further force or effect upon the latest of (i) the maturity Notes or other liquidation or final settlement of the last Receivable outstanding Loan (including the purchase by the Servicer at its option or by the Seller at its option of the corpus of the Trust as described in Section 10.1 10.01(a) of the Sale and Servicing Agreement) and the subsequent distribution of all amounts in respect of such Receivables Loans as provided in the Basic Documents, or (ii) the payment to the Certificateholder of all amounts required to be paid to it pursuant to this Agreement Documents and the payment to satisfaction and discharge of the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement or the Insurance AgreementIndenture; provided, however, that the rights and obligations with respect to indemnification under Section 7.2 8.2, the rights of the Owner Trustee under Section 8.1, and the rights under terms of Section 7.1 11.7 hereof shall survive the dissolution and termination of the Trust and that the winding up of the Trust shall be conducted in accordance with Section 3808(e) of the Statutory Trust Act, and, absent actual knowledge to the contrary, the Owner Trustee shall be entitled to rely conclusively without investigation upon the certificates of: (i) the Indenture Trustee pursuant to Section 4.1 of the Indenture; and (ii) the Servicer pursuant to Section 7.06 of the Sale and Servicing Agreement as to the absence, to the knowledge of the Servicer, of claims against the Trust and obligations of the Trust, including the absence of claims and obligations that have not arisen but that, based upon facts known to the certifying party, are likely to arise or become known to the Trust within 10 years after the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee and the Security Insurer Board in writing of any prospective termination pursuant to this SectionSection 9.1. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, any Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the such Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate Property nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in clause (a), neither the Depositor Board, the Seller nor the any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Certificates to the Trust Collateral Agent Agent, as paying agent who shall then surrender such Certificates to the Owner Trustee for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer Seller or Servicer, as the case may be, given pursuant to Section 10.1(c10.01(b) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of distributions on the Certificate Certificates shall be made upon presentation and surrender of the Certificate Certificates at the office of the Trust Collateral Agent therein designated, (ii) the amount of any such final paymentdistribution, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate Certificates at the office of the Trust Collateral Agent Owner Trustee therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Trust Collateral Agent and the Security Insurer at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateCertificates to the Owner Trustee, the Trust Collateral Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.7 5.08 of the Sale and Servicing Agreement. In the event that all of the Certificateholder Certificateholders shall not surrender the Certificate their Certificates for cancellation within six months after the date specified in the above above-mentioned written notice, the Owner Trustee shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies two years shall be distributed, subject to applicable escheat laws, by the Owner Trustee or the Trust Collateral Agent upon the written direction of the Board to the HolderSeller and Holders shall look solely to the Seller for payment. (d) Any funds remaining in the Trust after funds for final distribution have been distributed or set aside for distribution and reasonable provision has been made for known claims and obligations of the Trust shall be distributed by the Owner Trustee or the Trust Collateral Agent to the Certificateholders. (e) Upon the completion of dissolution and the winding up of the Trust in accordance with pursuant to Section 3808 of the Statutory Trust Statute and its termination9.1(a), the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust StatuteAct.

Termination of Trust Agreement. (a) This Agreement and the The Trust shall terminate dissolve in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect upon the latest of (i) the maturity or other liquidation of the last Receivable (including the purchase by the Servicer at its option or by the Seller at its option of the corpus of the Trust as described in Section 10.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents, or (ii) the payment to the Certificateholder of all amounts required to be paid to it pursuant to this Agreement and the payment to the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement or the Insurance Agreement; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the termination dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee and the Security Insurer of any prospective termination dissolution pursuant to this Section. For the avoidance of doubt, except as described in Section 8.1(d), the Owner Trustee shall have no responsibility for the dissolution, or winding-up, of the Trust. The bankruptcy, liquidation, dissolution, death or incapacity of the [the]/[a] Certificateholder, shall not (xi) operate to terminate this Agreement or the Trust, nor (yii) entitle the Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (ziii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither the Depositor nor the Certificateholder [the] Certificateholder[s] shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder Certificateholder[s] shall surrender the Certificate Certificate[s] to the Trust Collateral Agent Owner Trustee for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder Certificateholder[s] mailed within five (5) Business Days of receipt by the Owner Trustee of notice of such termination from the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Certificate Certificate[s] shall be made upon presentation and surrender of the Certificate at the office of the Trust Collateral Agent Owner Trustee therein designated, (ii) the amount of any such final payment, (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate [the]/[such] Certificate[s] at the office of the Trust Collateral Agent Owner Trustee therein specified and (iv) interest will cease to accrue on the CertificateCertificate[s]. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral Agent and the Security Insurer at the time such notice is given to the CertificateholderCertificateholder[s]. Upon presentation and surrender of the CertificateCertificate[s], the Trust Collateral Certificate Paying Agent shall cause to be distributed to the Certificateholder Certificateholder[s] amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement. In the event that the [the]/[a] Certificateholder shall not surrender the [the/[its] Certificate for cancellation within six (6) months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one (1) year after the second notice the [related] 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 [related] Certificateholder concerning surrender of its Certificate, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, by the Owner Trustee to the HolderHolder[s]. (d) Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute Statute, this Agreement shall terminate and its termination, be of no further force or effect except as expressly set forth herein and the Owner Trustee Trustee, at the written direction and expense of the Depositor, shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.

Termination of Trust Agreement. (a) This Agreement and the ------------------------------ Trust shall terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect upon the latest of (i) the maturity or other liquidation of the last Receivable (including the purchase by the Servicer at its option or by the Seller at its option of the corpus of the Trust as described in Section 10.1 9.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents, or Documents and (ii) six (6) months after distributions of all moneys and other property or proceeds of Owner Trust Estate in accordance with the Indenture, Sale and Servicing Agreement and Article V of this Agreement, including the payment to the Certificateholder Certificateholders of all amounts required to be paid to it them pursuant to this Agreement and the payment to the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement or the Insurance Agreement; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 8.2 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 SectionSection 9.1. The bankruptcy, liquidation, dissolution, death or incapacity of the any Certificateholder, shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the such Certificateholder’s 's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in clause (a), neither the Depositor nor the any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Payment Date upon which the Certificateholder Certificateholders shall surrender their Trust Certificates to the Certificate to the Trust Collateral Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c9.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution Payment Date upon or with respect to which final payment of the Certificate Trust Certificates shall be made upon presentation and surrender of the Certificate Trust Certificates at the office of the Trust Collateral Certificate Paying Agent therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificate Trust Certificates at the office of the Trust Collateral Certificate Paying Agent therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Owner Trustee shall give such notice to the Trust Collateral Agent Certificate Registrar (if other than the Owner Trustee) and the Security Insurer Certificate Paying Agent at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateTrust Certificates, the Trust Collateral Certificate Paying Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Payment Date pursuant to Section 5.7 of the Sale and Servicing Agreement5.2. In the event that all of the Certificateholder Certificateholders shall not surrender the Certificate their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate Trust Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, by the Owner Trustee to the HolderDepositor. (d) Upon the completion of the winding up of Any funds remaining in the Trust in accordance with Section 3808 of the Statutory Trust Statute and its termination, after funds for final distribution have been distributed or set aside for distribution shall be distributed by the Owner Trustee shall cause to the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust StatuteClass R Certificateholder.

Termination of Trust Agreement. (a) This Agreement and the Trust shall terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect upon the latest later of (i) the maturity or other liquidation of the last Receivable Mortgage Loan (including the purchase redemption by the Servicer at its option or by the Seller Sponsor at its option of the corpus of the Trust as described in Section 10.1 10.01(b) and Section 10.01(c) of the Sale and Servicing AgreementIndenture) and the subsequent distribution of amounts in respect of such Receivables Mortgage Loans as provided in the Basic Operative Documents, or (ii) the payment to the Certificateholder Certificateholders of all amounts required to be paid to it them pursuant to this Agreement and the payment to the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement or and the Insurance Agreement and (iii) the termination of the Indenture and the Insurance Agreement; provided, however, that the rights to indemnification under Section 7.2 8.02 and the rights under 25 30 Section 7.1 8.01 shall survive the termination of the Trust. The Seller or the Master Servicer shall promptly notify the Owner Trustee and the Security Insurer of any prospective termination pursuant to this SectionSection 9.01. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, any Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the such Certificateholder’s 's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in clause (a), neither the Sponsor, the Depositor nor the any other Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Payment Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Certificates to the Trust Collateral Agent Indenture Trustee for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination redemption from the Master Servicer given pursuant to Section 10.1(c) 10.01 of the Sale and Servicing Agreement, stating (i) the Distribution Payment Date upon or with respect to which final payment of the Certificate Certificates shall be made upon presentation and surrender of the Certificate Certificates at the office of the Trust Collateral Agent Indenture Trustee therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificate Certificates at the office of the Trust Collateral Agent Indenture Trustee therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Owner Trustee shall give such notice to the Trust Collateral Agent Certificate Registrar (if other than the Owner Trustee) and the Security Insurer Indenture Trustee at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateCertificates, the Trust Collateral Agent Indenture Trustee shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Payment Date pursuant to Section 5.7 8.06(b)(xi) of the Sale and Servicing AgreementIndenture. In the event that all of the Certificateholder Certificateholders shall not surrender the Certificate their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, by the Owner Trustee to the HolderSponsor and Holders shall look solely to the Sponsor for payment. (d) Any funds remaining in the Trust after funds for final distribution have been distributed or set aside for distribution shall be distributed by the Owner Trustee to the Depositor. (e) Notwithstanding any other provision to the contrary herein, the Trust shall not dissolve or liquidate so long as any Notes are outstanding. (f) Upon the completion of 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 canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.the

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

Termination of Trust Agreement. (a) This Agreement (other than Article VIII) and the Trust shall dissolve, wind-up and terminate in accordance with Section 3808 of the Statutory Trust Statute and be of no further force or effect effect, upon the latest final distribution by the Paying Agent and/or Owner Trustee of (i) the maturity all moneys or other liquidation property or proceeds of the last Receivable (including Owner Trust Estate in accordance with the purchase by the Servicer at its option or by the Seller at its option terms of the corpus of the Trust as described in Section 10.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic DocumentsIndenture, or (ii) the payment to the Certificateholder of all amounts required to be paid to it pursuant to this Agreement and the payment to the Security Insurer of all amounts payable or reimbursable to it pursuant to the Sale and Servicing Agreement or and Article V and the Insurance Agreementtermination of the Indenture; providedPROVIDED, howeverHOWEVER, that the rights to indemnification under Section 7.2 8.2 and other rights and protections of the Owner Trustee and the rights under Section 7.1 Bank shall survive the 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 SectionSection 9.1. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder or Owner, including the CertificateholderHolder of the Special Interests, shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the such Certificateholder’s 's or Owner's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither Except as provided in clause (a), none of the Depositor Representative, the Seller or the Holder of the Special Interests nor the any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Remittance Date upon which the Certificateholder Certificateholders shall surrender the Certificate their Trust Certificates to the Trust Collateral Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholder Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) 11.01 of the Sale and Servicing Agreement, stating as set forth in such notice from the Servicer (i) the Distribution Remittance Date upon or with respect to which final payment of the Certificate Trust Certificates shall be made upon presentation and surrender of the Certificate Trust Certificates at the office of the Trust Collateral Paying Agent therein designated, (ii) the amount of any such final payment, payment and (iii) that the Record Date otherwise applicable to such Distribution Remittance Date is not applicable, payments being made only upon presentation and surrender of the Certificate Trust Certificates at the office of the Trust Collateral Paying Agent therein specified and (iv) interest will cease to accrue on the Certificatespecified. The Owner Trustee shall give such notice to the Trust Collateral Agent Certificate Registrar (if other than the Owner Trustee) and the Security Insurer Paying Agent (if other than the Owner Trustee) at the time such notice is given to the CertificateholderCertificateholders. Upon presentation and surrender of the CertificateTrust Certificates, the Trust Collateral Paying Agent shall cause to be distributed to the Certificateholder Certificateholders amounts distributable on such Distribution Remittance Date pursuant to Section 5.7 of the Sale and Servicing Agreement5.2. In the event that all of the Certificateholder Certificateholders shall not surrender the Certificate their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the Certificateholder remaining Certificateholders to surrender the Certificate their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificate Trust Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder remaining Certificateholders concerning surrender of its Certificatetheir Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, by the Owner Trustee to the HolderHolder of the Special Interests to the extent the funds are attributable to Pool II, and to those Class R Certificateholders who surrendered their Class R Certificates to the extent the funds are attributable to Pool I. Class II Certificateholders shall thereafter look solely to the Holder of the Special Interests as general unsecured creditors. (d) Any funds remaining in the Trust after funds for final distribution have been distributed or set aside for distribution shall be distributed by the Owner Trustee to the Class R Certificateholders, in the case of funds attributable to Pool I, and to the Holder of the Special Interests, in the case of funds attributable to Pool II. (e) Upon the termination and completion of the winding up of the Trust Trust, in accordance with Section 3808 of the Statutory Business Trust Statute and its terminationStatute, the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Business Trust StatuteStatute and thereupon the Trust and this Agreement shall terminate. The Owner Trustee shall furnish notice of such filing to each Rating Agency.