Common use of Termination of Trust Clause in Contracts

Termination of Trust. (a) The respective obligations and responsibilities of the Transferor, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders as hereafter set forth) shall terminate, except with respect to the duties described in Section 11.05 and subsections 2.04(c) and 12.03(b), on the Trust Termination Date; provided, however, that the Trust shall not terminate on the date specified in clause (i) of the definition of “Trust Termination Date” if each of the Servicer and the Holder of the Transferor Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “Trust Extension”) shall specify the date on which the Trust shall terminate (such date, the “Extended Trust Termination Date”); provided, however, that the Extended Trust Termination Date shall be not later than March 31, 2031. The Servicer and the Holder of the Transferor Certificate may, on any date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Date. (b) All principal or interest with respect to any Series of Investor Certificates shall be due and payable no later than the Series Termination Date with respect to such Series. Unless otherwise provided in a Supplement, in the event that the Investor Interest of any Series of Certificates is greater than zero on its Series Termination Date (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal to be made on such Series on such date), the Trustee will sell or cause to be sold, and pay the proceeds first, to all Certificateholders of such Series pro rata and in accordance with the priority for each Class within such Series as provided in the related Supplement, in final payment of all principal of and accrued interest on such Series of Certificates, and second, as provided in the related Supplement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but not more than the applicable Investor Percentage of Principal Receivables and the related Finance Charge Receivables on such date for such

Termination of Trust. (a) The respective obligations and responsibilities of the TransferorSeller, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders as hereafter set forth) shall terminate, except with respect to the duties described in Section 11.05 and subsections 2.04(c) and 12.03(b), on the Trust Termination Date; provided, however, that the Trust shall not terminate on the date specified in clause (i) of the definition of “Trust Termination Date” if each of the Servicer and the Holder of the Transferor Seller Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “Trust Extension”) shall specify the date on which the Trust shall terminate (such date, the “Extended Trust Termination Date”); provided, however, that the Extended Trust Termination Date shall be not later than March August 31, 20312034. The Servicer and the Holder of the Transferor Seller Certificate may, on any date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Date. (b) All principal or interest with respect to any Series of Investor Certificates shall be due and payable no later than the Series Termination Date with respect to such Series. Unless otherwise provided in a Supplement, in the event that the Investor Interest of any Series of Certificates is greater than zero on its Series Termination Date (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal to be made on such Series on such date), the Trustee will sell or cause to be sold, and pay the proceeds first, to all Certificateholders of such Series pro rata and in accordance with the priority for each Class within such Series as provided in the related Supplement, in final payment of all principal of and accrued interest on such Series of Certificates, and second, as provided in the related Supplement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but not more than the applicable Investor Percentage of Principal Receivables and the related Finance Charge Receivables on such date for suchsuch Series). The Trustee shall notify each Credit Enhancement Provider of the proposed sale of such Receivables and shall provide each Credit Enhancement Provider an opportunity to bid on such Receivables. Neither the Seller nor any Affiliate of the Seller nor any agent of the Seller shall be permitted to purchase such Receivables in such case. Any proceeds of such sale in excess of such principal and interest paid and such other amounts paid pursuant to the related Supplement shall be paid to the Holder of the Seller Certificate. Upon such Series Termination Date with respect to the applicable Series of Certificates, final payment of all amounts allocable to any Investor Certificates of such Series shall be made in the manner provided in Section 12.03. (c) The Trust shall not be terminated or revoked except in accordance with this Section 12.01. The dissolution, termination, bankruptcy, conservatorship, or receivership of the Seller, the Servicer, or any Certificateholder shall not result in the termination or dissolution of the Trust.

Termination of Trust. (a) The respective obligations and responsibilities of the Transferor, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders as hereafter set forth) shall terminate, except with respect to the duties described in Section Sections 2.04(d), 2.04(e), 7.04, 8.04 and 11.05 and subsections 2.04(c) and subsection 12.03(b), on the Trust Termination Date; provided, however, that the Trust shall not terminate on the date specified in clause (ia) of the definition of “"Trust Termination Date” " if each of the Servicer and the Holder of the Exchangeable Transferor Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “"Trust Extension”") shall specify the date on which the Trust shall terminate (such date, the “"Extended Trust Termination Date”"); provided, however, that the Extended Trust Termination Date shall be not later than March July 31, 20312020. The Servicer and the Holder of the Exchangeable Transferor Certificate may, on any date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Date. (b) In the event that (i) the Trust has not terminated by the last Distribution Date occurring in the second month preceding the Trust Termination Date, and (ii) the Investor Interest of any Series (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal on any Series of Certificates to be made on the related Distribution Date during such month pursuant to Article IV) would be greater than zero, the Servicer shall sell within 30 days after such Transfer Date all the Receivables. The Servicer shall notify each Enhancement Provider of the proposed sale of the Receivables and shall provide each Enhancement Provider (other than the Transferor, FNBO or any of their Affiliates) an opportunity to bid on the Receivables. The proceeds of any such sale shall be treated as Collections on the Receivables and shall be allocated and deposited in accordance with Article IV; provided, however, that the Trustee shall determine conclusively in its sole discretion the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During such 30-day period, the Servicer shall continue to collect payments on the Receivables and allocate and deposit such payments in accordance with the provisions of Article IV. (c) All principal or interest with respect to any Series of Investor Certificates shall be due and payable no later than the Series Termination Date with respect to such Series. Unless otherwise provided in a Supplement, in the event that the Investor Interest of any Series of Certificates is greater than zero on its Series Termination Date (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal to be made on such Series on such date), the Trustee will sell or cause to be sold, and pay the proceeds first, to all Certificateholders of such Series pro rata and in accordance with the priority for each Class within such Series as provided in the related Supplement, in final payment of all principal of and accrued interest on such Series of Certificates, and second, as provided in the related Supplement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but not more than the applicable Investor Percentage of Principal Receivables and the related Finance Charge Receivables on such date for suchsuch Series). The Trustee shall notify each Enhancement Provider of the proposed sale of such Receivables and shall provide each Enhancement Provider (other than the Transferor, FNBO or any of their Affiliates) an opportunity to bid on such Receivables. Any proceeds of such sale in excess of such principal and interest paid to the Certificateholders of such Series shall be paid to the Holder of the Exchangeable Transferor Certificate. Upon such Series Termination Date with respect to the applicable Series of Certificates, final payment of all amounts allocable to any Investor Certificates of such Series shall be made in the manner provided in Section 12.03.

Termination of Trust. (a) The Trust and the respective obligations and responsibilities of the TransferorCompany, the Master Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders Holders as hereafter set forthforth and any indemnification obligations hereunder) shall terminate, except with respect to the duties described in Section 11.05 and subsections 2.04(c) and 12.03(b)any such obligations or responsibilities expressly stated to survive such termination, on the Trust Termination Date; provided, however, that the Trust shall not terminate on the date specified in clause earliest of (i) the last day of the definition June 2021 Settlement Period, or if such day is not a Business Day, the immediately preceding Business Day, (ii) at the option of “the Company, at any time when the Aggregate Invested Amount is zero, (iii) following the occurrence of any of the Early Amortization Events specified in Section 7.01, at ------------ any time when the Aggregate Invested Amount is zero and (iv) upon completion of distribution of the amounts referred to in subsection 7.02(b) (the "Trust ------------------ ----- Termination Date” if each of the Servicer and the Holder of the Transferor Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “Trust Extension”) shall specify the date on which the Trust shall terminate (such date, the “Extended Trust Termination Date”"); provided, however, that the Extended Trust Termination Date shall be not later than March 31, 2031. The Servicer and the Holder of the Transferor Certificate may, on any date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Date.---------------- (b) All principal or interest with respect to any Series of Investor Certificates shall be due and payable no later than If on the Series Distribution Date in the month immediately preceding the month in which the Trust Termination Date with respect to such Series. Unless otherwise provided in a Supplement, in the event that the Investor Interest of any Series of Certificates is greater than zero on its Series Termination Date occurs (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal on any Series of Investor Certificates to be made on such the related Distribution Date pursuant to Article III) the Invested ----------- Amount of any Series on such datewould be greater than zero (as certified in writing by the Master Servicer), the Trustee will Company as beneficial owner of the Receivables hereby authorizes the Trustee, at the written direction of the Master Servicer to make reasonable efforts to cause the Liquidation Servicer to sell or cause to be sold, and pay the proceeds first, to all Certificateholders within 30 days of such Series pro rata Distribution Date all of the Receivables. The proceeds of such sale shall be treated as Collections on the Receivables and shall be allocated in accordance with Article III. During such 30-day period, the Master Servicer ----------- shall continue to collect Collections on the Receivables and allocate Collections in accordance with the priority for each Class within provisions of Article III. The reasonable ----------- costs and expenses incurred by the Trustee and the Liquidation Servicer in such Series sale shall be reimbursable to the Trustee and the Liquidation Servicer as provided in the related Supplement, in final payment of all principal of and accrued interest on such Series of Certificates, and second, as provided in the related Supplement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but not more than the applicable Investor Percentage of Principal Receivables and the related Finance Charge Receivables on such date for suchSection 8.05. ------------

Termination of Trust. (a) The respective obligations and responsibilities of the TransferorSeller, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders as hereafter set forth) shall terminate, except with respect to the duties described in Section 11.05 11.5 and subsections 2.04(c) and 12.03(b------------ subsection 12.3(b), on the Trust Termination Date; provided, however, that the ------------------ -------- ------- Trust shall not terminate on the date specified in clause (i) of the definition of “"Trust Termination Date” " if each of the Servicer and the Holder of the Transferor Exchangeable Seller Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “"Trust Extension”") shall --------------- specify the date on which the Trust shall terminate (such date, the “"Extended -------- Trust Termination Date”"); provided, however, that the Extended Trust Termination ---------------------- -------- ------- Date shall be not later than March 31the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, 2031the father of the late President of the United States, living on the date of the Agreement. The Servicer and the Holder of the Transferor Seller Certificate may, on any date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Date. (b) All principal or interest with respect to any Series of Investor Certificates shall be due and payable no later than the Series Termination Date with respect to such Series. Unless otherwise provided in a Supplement, in In the event that (i) the Trust has not terminated by the last Distribution Date occurring in the second month preceding the Trust Termination Date, and (ii) the Investor Interest of any Series of Certificates is greater than zero on its Series Termination Date (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal on any Series of Certificates to be made on the related Distribution Date during such Series on such date)month pursuant to Article IV) would be greater ---------- than zero, the Servicer shall sell within 30 days after such Transfer Date all the Receivables. The Seller shall have the right of first refusal to purchase the Receivables on terms equivalent to the best purchase offer as determined by the Trustee. The proceeds of any such sale shall be treated as Collections on the Receivables and shall be allocated and deposited in accordance with Article ------- IV; provided, however, that the Trustee will sell or cause to be sold, and pay shall determine conclusively the proceeds first, to all Certificateholders amount -- -------- ------- of such Series pro rata proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During such period, the Servicer shall continue to collect payments on the Receivables and allocate and deposit such payments in accordance with the priority for each Class within such Series as provided in the related Supplement, in final payment provisions of all principal of and accrued interest on such Series of Certificates, and second, as provided in the related Supplement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but not more than the applicable Investor Percentage of Principal Receivables and the related Finance Charge Receivables on such date for suchArticle IV. ----------

Termination of Trust. (a) The If not earlier terminated pursuant to Section 9.3, the Trust and the respective obligations and responsibilities of the Transferor, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders as hereafter hereinafter set forthforth and the obligations of Servicer contained in Section 11.11) shall terminate, except with respect to the duties and obligations described in Sections 3.9(c), 7.3, 8.4, 11.5, 12.2(b), 13.8, 13.13, 13.14 and 13.15 upon the earliest to occur of (i) the day on which the Investor Certificateholders and Trustee shall have been paid all amounts required to be paid to them pursuant to this Agreement and Trustee has disposed of all property held hereunder (including pursuant to Section 11.05 and subsections 2.04(c12.3) and 12.03(b), on (ii) the Trust Termination Date; provided, however, that day which is 21 years less one day after the Trust shall not terminate death of the officers and the last survivor of all the lineal descendants of every officer of the Trustee who are living on the date specified in clause (i) of the definition of “Trust Termination Date” if each of the Servicer and the Holder of the Transferor Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “Trust Extension”) shall specify the date on which the Trust shall terminate (such date, the “Extended Trust Termination Date”); provided, however, that the Extended Trust Termination Date shall be not later than March 31, 2031. The Servicer and the Holder of the Transferor Certificate may, on any date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Datehereof. (b) All Notwithstanding the foregoing, the last payment of the principal or of and interest with respect to on the Investor Certificates of any Series of Investor Certificates shall be due and payable no later than the Series Termination Final Scheduled Payment Date with respect to for such Series. Unless otherwise provided in a SupplementIf, in on the event Distribution Date immediately prior to the Final Scheduled Payment Date for any Series, Servicer determines that the Investor Interest of any Invested Amount for such Series of Certificates is greater than zero on its Series Termination such Final Scheduled Payment Date (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal to be made on such Series changes therein on such date)) will exceed zero, Servicer shall solicit bids for the Trustee will sell or cause to be sold, and pay the proceeds first, to all Certificateholders sale of such Series pro rata and in accordance with the priority for each Class within such Series as provided undivided interests in the related Supplement, in final payment of all principal of and accrued interest on such Series of Certificates, and second, as provided in the related Supplement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up Transferred Assets for a purchase price equal to 110% of the sum Base Amount (or comparable amount) for such Series on the Final Scheduled Payment Date for such Series (after giving effect to all distributions required to be made on the Final Scheduled Payment Date for the Series); provided, that the undivided interests so transferred shall not exceed the Series Collection Allocation Percentage for such Series of the Investor Interest Transferred Assets held by the Trust as of the date of transfer. Transferor shall be entitled to participate in and to receive notice of each bid submitted in connection with the bidding process. Upon the expiration of the period, Servicer shall determine (x) the Highest Bid and (y) the Available Final Distribution Amount for such Series. Servicer shall sell such undivided interests in the Transferred Assets on the Final Scheduled Payment Date for such Series to the bidder with the Highest Bid and shall deposit the proceeds of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included sale in the Investor InterestMaster Collection Account for allocation (together with the Available Final Distribution Amount for such Series) to the Certificateholders of such Series, if any, at the close of business on such date (but not more than the applicable Investor Percentage of Principal Receivables and the related Finance Charge Receivables on such date for such.

Termination of Trust. (a) The respective obligations and responsibilities of the Transferor, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders Holders as hereafter set forth) shall terminate, except with respect to the duties described in Section 11.05 11.5 and subsections 2.04(c2.4(c) and 12.03(b12.3(b), on the Trust Termination Date; provided, however, provided that the Trust shall not terminate on the date specified in clause (ia) of the definition of “"Trust Termination Date” " if each of the Servicer and the Holder of the Transferor Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “"Trust Extension”") shall specify the date on which the Trust shall terminate (such date, the “"Extended Trust Termination Date”"); provided, however, provided that the Extended Trust Termination Date shall in any event not be not later than March 31, 2031. The the day specified in clause (c) of the definition of "Trust Termination Date." Servicer and the Holder of the Transferor Certificate may, on any date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Date. (b) All principal or interest with respect to any Series of Investor Certificates shall be due and payable no later than the Series Termination Date with respect to such Series. Unless otherwise provided in a Supplement, in the event that the Investor Interest of any Series of Certificates is greater than zero on its Series Termination Date (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal to be made on such Series on such date), the Trustee will sell or cause to be sold, and pay the proceeds first, to all Certificateholders Holders of such Series pro rata and in accordance with the priority for each Class within such Series as provided in the related Supplement, in final payment of all principal of and accrued interest on such Series of Certificates, and second, as provided in the related Supplement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but not more than in no event in excess of the applicable Investor Percentage Percentages of Principal Receivables and the related Finance Charge Receivables on such date for suchdate). Trustee shall notify each Credit Enhancement Provider of the proposed sale of such Receivables and shall provide each Credit Enhancement Provider an opportunity to bid on such Receivables. Transferor shall be permitted to purchase such Receivables in such case and shall have a right of first refusal with respect thereto. Any proceeds of such sale in excess of such principal and interest paid shall be paid to Transferor. Upon such Series Termination Date with respect to the applicable Series of Certificates, final payment of all amounts allocable to any Investor Certificates of such Series shall be made in the manner provided in Section 12.3.

Termination of Trust. (a) The respective obligations and responsibilities of the Transferor, the Servicer Servicer, the Paying Agent and the Trustee and their agents hereunder created hereby (other than the obligation of the Trustee to make payments to Certificateholders as hereafter set forth) shall terminate, except with respect to the duties described in Section 11.05 and subsections 2.04(c) and 12.03(bSections 2.4(c), on 8.4, 11.5 and 12.3(b), upon the Trust Termination Date; provided, however, that the Trust shall not terminate on the date specified in clause earliest of (i) of the definition of “Trust Termination Date” if each of the Servicer and the Holder of day designated by the Transferor Certificate notify after the Trustee and each Credit Enhancement Provider in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “Trust Extension”) shall specify Distribution Date following the date on which funds shall have been deposited in the Collection Account or applicable Principal Account sufficient to pay the Aggregate Investor Amount and any Enhancement Investor Amount plus applicable Certificate Interest accrued through such Distribution Date, and (ii) the day on which the final payment of principal is made to the Certificateholders, and all right, title and interest to the Receivables and other funds of the Trust shall terminate (such date, other than funds held in the “Extended Trust Principal Account) will be transferred to the holder of the Exchangeable Transferor Certificate (the "Final Termination Date”"); provided, however, that in no event shall the Extended Trust Termination Date shall be not later than March 31created by this Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Georxx Xxxxxxx Xxxxxx Xxxh, 2031xxrmer President of the United States of America, living on the date of this Agreement. The Servicer and the Holder of the Transferor Certificate may, on any date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice in writing to shall promptly notify the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Dateof any prospective termination pursuant to this Section 12.1. (b) All principal or interest with respect to any Series of Investor Certificates shall be due and payable no later than If on the Series last Distribution Date in the month immediately preceding the month in which the Final Termination Date with respect to such Series. Unless otherwise provided in a Supplement, in the event that the Investor Interest of any Series of Certificates is greater than zero on its Series Termination Date occurs (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal on any Series of Certificates to be made on such Series on such dateDistribution Date pursuant to Article IV), the Investor Amount or any Enhancement Investor Amount of any Series would be greater than zero, the Servicer shall sell within 30 days after such Distribution Date all of the Receivables in a commercially reasonable manner and on commercially reasonable terms which shall include the solicitation of competitive bids and shall consummate the sale with the highest bidder for the Receivables. The Transferor or any of its Affiliates shall be permitted to bid for the Receivables. In addition, the Transferor or any Affiliate shall have the right to match any bid by a third Person and be granted the right to purchase 105 the Receivables at such matched bid price. The proceeds of any such sale shall be treated as Collections on the Receivables and shall be allocated in accordance with Article IV; provided, however, that the Trustee will sell or cause to be sold, and pay shall determine conclusively the proceeds first, to all Certificateholders amount of such Series pro rata proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. Prior to such sale of Receivables, the Servicer shall continue to collect Collections on the Receivables and allocate such payments in accordance with the priority for each Class within such Series as provided in the related Supplement, in final payment provisions of all principal of and accrued interest on such Series of Certificates, and second, as provided in the related Supplement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but not more than the applicable Investor Percentage of Principal Receivables and the related Finance Charge Receivables on such date for suchArticle IV.

Termination of Trust. (a) The respective obligations and responsibilities of the Transferor, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders as hereafter set forth) shall terminate, except with respect to the duties described in Section 11.05 and subsections 2.04(c) and 12.03(b), on the Trust Termination Date; provided, however, that the Trust shall not terminate on the date specified in clause (i) of the definition of “Trust Termination Date” if each of the Servicer Transferor and the Holder of the Transferor Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “Trust Extension”) shall specify the date on which the Trust shall terminate (such date, the “Extended Trust Termination Date”); provided, however, that the Extended Trust Termination Date shall be not later than March August 31, 20312064. The Servicer Transferor and the Holder of the Transferor Certificate may, on any date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Date. (b) All principal or interest with respect to any Series of Investor Certificates shall be due and payable no later than the Series Termination Date with respect to such Series. Unless otherwise provided in a Supplement, in the event that the Investor Interest of any Series of Certificates is greater than zero on its Series Termination Date (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal to be made on such Series on such date), the Trustee will sell or cause to be sold, and pay the proceeds first, to all Certificateholders of such Series pro rata and in accordance with the priority for each Class within such Series as provided in the related Supplement, in final payment of all principal of and accrued interest on such Series of Certificates, and second, as provided in the related Supplement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but not more than the applicable Investor Percentage of Principal Receivables and the related Finance Charge Receivables on such date for suchsuch Series). The Trustee shall notify each Credit Enhancement Provider of the proposed sale of such Receivables and shall provide each Credit Enhancement Provider an opportunity to bid on such Receivables. Neither the Transferor nor any Affiliate of the Transferor nor any agent of the Transferor shall be permitted to purchase such Receivables in such case. Any proceeds of such sale in excess of such principal and interest paid and such other amounts paid pursuant to the related Supplement shall be paid to the Holder of the Transferor Certificate. Upon such Series Termination Date with respect to the applicable Series of Certificates, final payment of all amounts allocable to any Investor Certificates of such Series shall be made in the manner provided in Section 12.03. (c) The Trust shall not be terminated or revoked except in accordance with this Section 12.01. The dissolution, termination, bankruptcy, conservatorship, or receivership of the Transferor, the Servicer, or any Certificateholder shall not result in the termination or dissolution of the Trust.

Termination of Trust. (a) The respective obligations and responsibilities of the Transferor, the Servicer and the Trustee created hereby (other than Transferor and to Securityholders (or in the case of Holders of Bearer Securities, in the manner provided for in the related Supplement) of any change in the location of the Security the obligation of the Trustee to make payments to Certificateholders Securityholders as hereafter set forth) shall terminate, except with respect to the duties described in Section 11.05 Sections 7.4, 8.4 and subsections 2.04(c) 11.5 and 12.03(bsubsection 12.3(b), on the Trust Termination Date; provided, however, that the Trust shall not terminate on the date specified in clause (i) of the definition of “Trust Termination Date” if each of the Servicer Transferor and the Holder of the Exchangeable Transferor Certificate Security notify the Trustee and each Credit Enhancement Provider the Servicer in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “Trust Extension”) shall specify the date on which the Trust shall terminate (such date, the “Extended Trust Termination Date”); provided, however, that the Extended Trust Termination Date shall be not later than March 31May 26, 20312095. The Servicer Transferor and the Holder of the Exchangeable Transferor Certificate Security may, on any date following the Trust Extension, so long as no Series of Certificates Securities is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider the Servicer changing the Extended Trust Termination Date. (b) In the event that (i) the Trust has not terminated by the Distribution Date occurring in the second month preceding the Trust Termination Date, and (ii) the Invested Amount of any Series, exclusive of any Transferor Retained Class (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal on any Series of Securities to be made on the related Distribution Date during such month pursuant to Article IV), would be greater than zero, the Servicer shall sell within 30 days after such Transfer Date an amount of Receivables up to the remaining Invested Amount if it can do so in a commercially reasonable manner. The Servicer shall notify the Transferor and each Enhancement Provider of the proposed sale of the Receivables and shall provide each Enhancement Provider an opportunity to bid on the Receivables. The Transferor shall have the right of first refusal to purchase the Receivables on terms equivalent to the best purchase offer as determined by the Trustee in its sole discretion. The proceeds of any such sale shall be treated as Collections on the Receivables and shall be allocated and deposited in accordance with Article IV; provided, however, that the Trustee shall determine conclusively in its sole discretion the amount of such proceeds which are allocable to Finance Charge Collections and the amount of such proceeds which are allocable to Principal Collections. During such thirty-day period, the Servicer shall continue to collect payments on the Receivables and allocate and deposit such payments in accordance with the provisions of Article IV. (c) All principal or interest with respect to any Series of Investor Certificates Securities shall be due and payable no later than the Series Termination Date with respect to such Series. Unless otherwise provided in a Supplement, in the event that the Investor Interest Invested Amount of any Series of Certificates Securities is greater than zero zero, exclusive of any Class held by the Transferor, on its Series Termination Date (the “Affected Series”), after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal to be made on such Series on such date), the Trustee will sell or cause to be sold, and the Trustee will pay the proceeds first, to all Certificateholders Securityholders of such Series pro rata and in accordance with the priority for each Class within such Series as provided in the related Supplement, in final payment of all principal of and accrued interest on such Series of CertificatesSecurities or, and secondif any Class of such Series is subordinated, as provided in the related Supplementorder of their respective seniorities, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest Invested Amount of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but the amount of such Principal Receivables not to be more than an amount of Receivables equal to the applicable Investor Percentage sum of (1) the product of (A) the Transferor Percentage, (B) the aggregate outstanding Principal Receivables and (C) a fraction the related Finance Charge Receivables numerator of which is the Invested Amount of such Series on such date and the denominator of which is the sum of the Invested Amounts of all Series on such Date and (2) the Invested Amount of such Series). Receivables on which the Obligor has not made the full monthly payment for suchthe prior months shall be deemed to be in default for purposes of this Section 12.1(c) to the extent that the cash allocated to any Class of Transferor Retained Securities of such Series pursuant to a sale under Section 12.1(c) is less than the amount that would have been allocated to the Holder of the Exchangeable Transferor Security and the Transferor Retained Securities had the proceeds from such sale been allocated pursuant to Section 4.3. The Servicer shall notify the Transferor and each Enhancement Provider of the proposed sale of such Receivables and shall provide each Enhancement Provider an opportunity to bid on such Receivables. Any proceeds of such sale in excess of such principal and interest paid shall be paid to the Holder of the Exchangeable Transferor Security. Upon such Series Termination Date with respect to the applicable Series of Securities, final payment of all amounts allocable to any Investor Securities of such Series shall be made in the manner provided in Section 12.3.

Termination of Trust. (a) The respective obligations and responsibilities of the Transferor, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders as hereafter hereinafter set forth) shall terminate, except with respect to the duties described in Section 8.04 and 11.05 and subsections subsection 2.04(c) and 12.03(b), on the Trust Termination Date; provided, however, that the Trust shall not terminate on the date specified in clause (i) of the definition of “"Trust Termination Date” " if each of the Servicer and the Holder of the Exchangeable Transferor Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “"Trust Extension”") shall specify the date on which the Trust shall terminate (such date, the “"Extended Trust Termination Date”"); provided, however, that the Extended Trust Termination Date shall be not later than March 31August 1, 20312032. The Servicer and the Holder of the Exchangeable Transferor Certificate may, on any date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Date. (b) In the event that (i) the Trust has not terminated by the last Distribution Date occurring in the second month preceding the Trust Termination Date, and (ii) the Invested Amount of any Series (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal on any Series of Certificates to be made on the related Distribution Date during such month pursuant to Article IV) would be greater than zero, the Servicer shall sell within 30 days after such Transfer Date all the Receivables. The Servicer shall notify each Enhancement Provider of the proposed sale of the Receivables and shall provide each Enhancement Provider an opportunity to bid on the Receivables. None of the Transferor, any Affiliate of the Transferor or any agent of the Transferor shall be permitted to purchase such Receivables in such case. The proceeds of any such sale shall be treated as Collections on the Receivables and shall be allocated and deposited in accordance with Article IV; provided, however, that the Trustee shall determine conclusively in its sole discretion the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During such thirty-day period, the Servicer shall continue to collect payments on the Receivables and allocate and deposit such payments in accordance with the provisions of Article IV. (c) All principal or interest with respect to any Series of Investor Certificates shall be due and payable no later than the Series Termination Date with respect to such Series. Unless otherwise provided in a Supplement, in the event that the Investor Interest Invested Amount of any Series of Certificates is greater than zero on its Series Termination Date (Date, after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal to be made on such Series on such date), the Trustee will sell or cause to be sold, and pay the proceeds first, to all Certificateholders of such Series pro rata and in accordance with the priority for each Class within such Series as provided in the related Supplement, in final payment of all principal of and accrued interest on such Series of Certificates, and second, as provided in the related Supplement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest Invested Amount of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but not more than an amount of Receivables equal to the applicable sum of (1) the product of (A) the Transferor Percentage, (B) the aggregate outstanding Principal Receivables and (C) a fraction the numerator of which is the related Investor Percentage of Principal Collections of Finance Charge Receivables and the related denominator of which is the sum of all Investor Percentages with respect to Collections of Finance Charge Receivables of all Series outstanding and (2) the Invested Amount of such Series). The Trustee shall notify each Enhancement Provider of the proposed sale of such Receivables and shall provide each Enhancement Provider an opportunity to bid on such date for suchReceivables. None of the Transferor, any Affiliate of the Transferor or any agent of the Transferor shall be permitted to purchase such Receivables in such case. Any proceeds of such sale in excess of such principal and interest paid shall be paid to the Holder of the Exchangeable Transferor Certificate. Upon such Series Termination Date with respect to the applicable Series of Certificates, final payment of all amounts allocable to any Investor Certificates of such Series shall be made in the manner provided in Section 12.03.

Termination of Trust. (a) The respective obligations and responsibilities of the Transferor, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders as hereafter set forth) shall terminate, except with respect to the duties described in Section 11.05 8.4 and subsections 2.04(c) 11.5 and 12.03(bsubsection 12.3(b), on the Trust Termination Date; provided, however, that -------- ------- the Trust shall not terminate on the date specified in clause (i) of the definition of “"Trust Termination Date” " if each of the Servicer and the Holder of the Exchangeable Transferor Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “"Trust Extension”") shall specify the date on which the Trust shall terminate (such date, the “"Extended Trust Termination Date”"); provided, however, that the Extended Trust Termination -------- ------- Date shall be not no later than March 31December 20, 20312025. The Servicer and the Holder of the Exchangeable Transferor Certificate may, on any date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Date. (b) In the event that (i) the Trust has not terminated by the Distribution Date occurring in the second month preceding the Trust Termination Date, and (ii) the Invested Amount of any Series, exclusive of any Transferor Retained Class (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal on any Series of Certificates to be made on the related Distribution Date during such month pursuant to Article IV), would be greater than zero, the Servicer shall sell within 30 days after such Transfer Date an amount of Receivables up to the remaining Invested Amount if it can do so in a commercially reasonable manner. The Servicer shall notify each Enhancement Provider of the proposed sale of the Receivables and shall provide each Enhancement Provider an opportunity to bid on the Receivables. The Transferor shall have the right of first refusal to purchase the Receivables on terms equivalent to the best purchase offer as determined by the Trustee in its sole discretion. The proceeds of any such sale shall be treated as Collections on the Receivables and shall be allocated and deposited in accordance with Article IV; provided, however, that the Trustee -------- ------- shall determine conclusively in its sole discretion the amount of such proceeds which are allocable to Interest Collections and the amount of such proceeds which are allocable to Principal Collections. During such thirty-day period, the Servicer shall continue to collect payments on the Receivables and allocate and deposit such payments in accordance with the provisions of Article IV. (c) All principal or interest with respect to any Series of Investor Certificates shall be due and payable no later than the Series Termination Date with respect to such Series. Unless otherwise provided in a Supplement, in the event that the Investor Interest of any Series of Certificates is greater than zero on its Series Termination Date (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal to be made on such Series on such date), the Trustee will sell or cause to be sold, and pay the proceeds first, to all Certificateholders of such Series pro rata and in accordance with the priority for each Class within such Series as provided in the related Supplement, in final payment of all principal of and accrued interest on such Series of Certificates, and second, as provided in the related Supplement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but not more than the applicable Investor Percentage of Principal Receivables and the related Finance Charge Receivables on such date for suchwith

Termination of Trust. (a) The respective obligations and responsibilities of the Transferor, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders as hereafter hereinafter set forth) shall terminate, except with respect to the duties described in Section 11.05 Sections 8.4 and 11.5 and subsections 2.04(c2.4(c) and 12.03(b12.3(b), on the Trust Termination Date; provided, however, that the Trust shall not terminate on the date specified in clause (i) of the definition of “"Trust Termination Date” " if each of the Servicer and the Holder of the Transferor Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “"Trust Extension”") shall specify the date on which the Trust shall terminate (such date, the “"Extended Trust Termination Date”"); provided, however, that the Extended Trust Termination Date shall be not later than March 31, 2031. The Servicer and the Holder of the Transferor Certificate may, on any date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Date. (b) All principal or interest with respect to any Series of Investor Certificates shall be due and payable no later than the Series Termination Date with respect to such Series. Unless otherwise provided in a Supplement, in the event that the Investor Interest of any Series of Certificates is greater than zero on its Series Termination Date (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal to be made on such Series on such date), the Trustee will sell or cause to be sold, and pay the proceeds first, to all Certificateholders of such Series pro rata and in accordance with the priority for each Class within such Series as provided in the related Supplement, in final payment of all principal of and accrued interest on such Series of Certificates, and second, as provided in the related Supplement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but not more than the applicable Investor Percentage an amount of Principal Receivables and the related Finance Charge Receivables equal to the sum of (1) the product of (A) the Transferor Percentage, (B) the aggregate amount of Principal Receivables in the Trust and (C) a fraction the numerator of which is the applicable Investor Percentage with respect to Finance Charge Receivables and the denominator of which is the sum of all Investor Percentages with respect to Finance Charge Receivables of all Series and (2) the Investor Interest of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series). The Trustee shall notify each Credit Enhancement Provider of the proposed sale of such Receivables and shall provide each Credit Enhancement Provider an opportunity to bid on such date for suchReceivables. The Transferor shall be permitted to purchase such Receivables in such case and shall have a right of first refusal with respect thereto. Any proceeds of such sale in excess of such principal and interest paid shall be paid to the Holder of the Transferor Certificate. Upon such Series Termination Date with respect to the applicable Series of Certificates, final payment of all amounts allocable to any Investor Certificates of such Series shall be made in the manner provided in Section 12.3.

Termination of Trust. (a) The respective obligations and responsibilities of the each Transferor, the Servicer Servicer, the Paying Agent and the Trustee and their agents hereunder created hereby (other than the obligation of the Trustee to make payments to Certificateholders as hereafter set forth) shall terminate, except with respect to the duties described in Section 11.05 Sections and subsections 2.04(c) ), 7.04, 8.04, 11.05, 11.17 and 12.03(b), upon the earlier of (i) the day following the date on which funds shall have been deposited in the Trust Collection Account sufficient to pay the Aggregate Invested Amount plus applicable Certificate Interest accrued through the last day of the interest accrual period preceding such Distribution Date in full on all Series of Investor Certificates and (ii) July 15, 2092 (the "Final Termination Date; ") provided, however, that in no event shall the Trust shall not terminate trust created by this Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, formerly United States representative at the Court of St. Xxxxx, of the Commonwealth of Massachusetts, living on the date specified in clause (i) of the definition of “Trust Termination Date” if each of the Servicer and the Holder of the Transferor Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “Trust Extension”) shall specify the date on which the Trust shall terminate (such date, the “Extended Trust Termination Date”); provided, however, that the Extended Trust Termination Date shall be not later than March 31, 2031. The Servicer and the Holder of the Transferor Certificate may, on any date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Datethis Agreement. (b) All principal or interest with respect to any Series of Investor Certificates shall be due and payable no later than If on the Series Distribution Date in the month immediately preceding the month in which the Final Termination Date with respect to such Series. Unless otherwise provided in a Supplement, in the event that the Investor Interest of any Series of Certificates is greater than zero on its Series Termination Date occurs (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal on any Series of Certificates to be made on such Distribution Date pursuant to Article IV) the Invested Amount of any Series on such date)would be greater than zero, the Servicer shall sell on or prior to the succeeding Distribution Date all of the Receivables in a commercially reasonable manner and on commercially reasonable terms which shall include the solicitation of competitive bids and shall consummate the sale with the highest bidder for the Receivables. Each of the Transferors or any of their respective Affiliates shall be permitted to bid for the Receivables. In addition, each of the Transferors or their respective Affiliates shall have the right to match any bid by a third Person and be granted the right to purchase the Receivables at such matched bid price. The proceeds of any such sale shall be treated as Collections on the Receivables and shall be allocated in accordance with Article IV; provided, however, that the Trustee will sell or cause to be sold, and pay shall determine conclusively the proceeds first, to all Certificateholders amount of such Series pro rata proceeds which are allocable to Yield Collections and the amount of such proceeds which are allocable to Principal Collections. Prior to such sale of Receivables, the Servicer shall continue to collect Collections on the Receivables and allocate such payments in accordance with the priority for each Class within such Series as provided in the related Supplement, in final payment provisions of all principal of and accrued interest on such Series of Certificates, and second, as provided in the related Supplement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but not more than the applicable Investor Percentage of Principal Receivables and the related Finance Charge Receivables on such date for suchArticle IV.

Termination of Trust. (a) The respective obligations and -------------------- responsibilities of the Transferor, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders as hereafter set forth) shall terminate, except with respect to the duties described in Section Sections 8.04, 11.05 and subsections 2.04(c) and 12.03(b), upon the earlier of (i) the ------------- ----- -------- Business Day after the day on which the Aggregate Invested Amount is zero and all amounts owing to each Enhancement Provider for all outstanding Series under the related Supplements and Enhancement Agreements have been paid, all other amounts owing under this Agreement, any Supplement, any Enhancement Agreement or any other Transaction Document have been paid and all commitments of any Investor Certificateholder shall have been terminated (unless the parties hereto shall have agreed that the Final Trust Termination Date pursuant to this clause ------ (i) shall be deemed not to have occurred until a later date); (ii) the --- expiration of 21 years from the death of the last survivor of the descendants of Xxxxx Xxxxxxxxxxx living on the date of this Agreement; and (iii) the time provided in Section 9.02 (the "Final Trust Termination Date; provided, however, that the Trust shall not terminate on the date specified in clause (i) of the definition of “Trust Termination Date” if each of the Servicer and the Holder of the Transferor Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “Trust Extension”) shall specify the date on which the Trust shall terminate (such date, the “Extended Trust Termination Date”"); provided, however, that the Extended Trust Termination Date shall be not later than March 31, 2031. The Servicer and the Holder of the Transferor Certificate may, on any date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Date.------------ ---------------------------- (b) All principal or interest with respect to any Series of Investor Certificates shall be due and payable no later than If on the Series Determination Date in the month immediately preceding the month in which the Final Trust Termination Date with respect to such Series. Unless otherwise provided in a Supplement, in the event that the Investor Interest of any Series of Certificates is greater than zero on its Series Termination Date occurs (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal on any Series of Investor Certificates to be made on such the related Payment Date pursuant to Section 4.06) the Invested Amount of any Series on such date)------------ would be greater than zero, the Trustee will Servicer on behalf of the Trust shall sell or cause to be sold, and pay the proceeds first, to all Certificateholders in a commercially reasonable manner within 30 days of such Series pro rata Determination Date all of the Receivables and the Related Property. The proceeds of such sale, net of all reasonable expenses of the Trustee incurred in connection with such sale, which shall be paid to the Trustee from such proceeds, shall be treated as Collections of the Receivables and shall be allocated in accordance with Section 4.03. ------------ During such 30-day period, the Servicer shall continue to collect Collections on the Receivables and allocate such payments in accordance with the priority for each Class within such Series as provided in the related Supplement, in final payment of all principal of and accrued interest on such Series of Certificates, and second, as provided in the related Supplement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but not more than the applicable Investor Percentage of Principal Receivables and the related Finance Charge Receivables on such date for suchprovisions of

Termination of Trust. (a) The respective obligations and responsibilities of the TransferorSection 28.1. Prior to a Change in Control, the Servicer and the Trustee created hereby (Company may not terminate ------------- this Trust for reasons other than the obligation of the Trustee to make payments to Certificateholders as hereafter set forth) shall terminate, except with respect to the duties described those provided in Section 11.05 and subsections 2.04(c(A) and 12.03(b)(B) below. Otherwise, on the this Trust Termination Date; providedshall be irrevocable. Removal or resignation of a Trustee pursuant to Section 24 shall not be deemed a termination of this Trust Agreement. A. This Trust will terminate if a federal court determines, howeverafter exhaustion of all appeals, that the Trust causes any of the Participating Plans to cease to be "unfunded" under the provisions of ERISA. B. The Company may terminate this Trust if the Company determines, based on advice of legal counsel satisfactory to the Trustee, that there is a significant risk that the Trust would cause any of the Participating Plans to be cease to be unfunded under ERISA prior to actual payment of any Benefits. For purposes of this section, "significant risk" shall not terminate be based on the date specified in clause (i) judicial authority or opinion of the definition U.S. Department of “Trust Termination Date” if each of Labor, Treasury Department or Internal Revenue Service or (ii) a required amendment under ERISA or the Servicer and the Holder of the Transferor Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such dateInternal Revenue Code, which notice (such notice, a “Trust Extension”) shall specify the date on which the Trust shall terminate (such date, the “Extended Trust Termination Date”); provided, however, that the Extended Trust Termination Date shall be not later than March 31, 2031. The Servicer and the Holder of the Transferor Certificate may, on any date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice failure to amend could result in writing significant penalty to the Trustee and each Credit Enhancement Provider changing the Extended Company. If this Trust Termination Date. Agreement is terminated under (bA) All principal or interest with respect to any Series of Investor Certificates shall be due and payable no later than the Series Termination Date with respect to such Series. Unless otherwise provided in a Supplement, in the event that the Investor Interest of any Series of Certificates is greater than zero on its Series Termination Date (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal to be made on such Series on such dateB), the Trustee will sell or cause to Trust assets shall be solddistributed, and pay the proceeds first, to all Certificateholders of such Series pro rata and in accordance with the priority for each Class within Company's written direction, as follows: (i) If the Company determines it is possible to create a new trust which does not result in a Trust Beneficiary's constructive receipt of Benefits under any Participating Plan or which will retain the Participating Plan's status as "unfunded" under ERISA, Trust assets shall be transferred to the new trust. The terms of the new trust shall be similar in all other respects to this Trust. (ii) If the Company determines that it is not possible to create a new trust, then the assets shall be distributed according to the allocation to the Trust Beneficiaries under Section 12. 1. When all payments which have or may become payable pursuant to the terms of this Trust have been made or the Trust has been exhausted pursuant to a termination of this Trust Agreement under (A) or (B) above prior to a Change in Control, the Trustee shall pay all remaining assets to the Company upon the Company's certification of payments, subject to the Trustee's right to reserve such Series amounts it reasonably determines to be necessary to pay outstanding and accrued charges against the Trust. Section 28.2. On and after the occurrence of a Change in Control, the ------------- Independent Plan Administrator may in its discretion direct the Trustee to terminate this Trust Agreement and in conjunction therewith the Independent Plan Administrator shall direct the Trustee as provided in to the related Supplementnames of the Trust Beneficiaries who are to receive payments and the time, in final amount and form of payment of all principal Benefits and any remaining assets of the Trust, subject to the Trustee's right to reserve such amounts the Trustee determines necessary for outstanding and accrued interest on such Series of Certificates, and second, as provided in charges against the related Supplement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but not more than the applicable Investor Percentage of Principal Receivables and the related Finance Charge Receivables on such date for suchTrust.

Termination of Trust. (a) The respective obligations and responsibilities of the Transferor, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders as hereafter set forth) shall terminate, except with respect to the duties described in Section 11.05 8.4 and subsections 2.04(c) 11.5 and 12.03(bsubsection 12.3(b), on the Trust Termination Date; providedPROVIDED, howeverHOWEVER, that the Trust shall not terminate on the date specified in clause (i) of the definition of “"Trust Termination Date” " if each of the Servicer and the Holder of the Exchangeable Transferor Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “Trust Extension”"TRUST EXTENSION") shall specify the date on which the Trust shall terminate (such date, the “Extended Trust Termination Date”"EXTENDED TRUST TERMINATION DATE"); providedPROVIDED, howeverHOWEVER, that the Extended Trust Termination Date shall be not later than March 31the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, 2031the late Ambassador of the United States to the Cxxxx xx Xx. Xxxxx, living on the date of this Agreement. The Servicer and the Holder Hoxxxx of the Exchangeable Transferor Certificate may, on any date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Date. (b) In the event that (i) the Trust has not terminated by the Distribution Date occurring in the second month preceding the Trust Termination Date, and (ii) the Invested Amount of any Series (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal on any Series of Certificates to be made on the related Distribution Date during such month pursuant to Article IV) would be greater than zero, the Servicer shall sell within 30 days after such Transfer Date all the Receivables if it can do so in a commercially reasonable manner. The Servicer shall notify each Enhancement Provider of the proposed sale of the Receivables and shall provide each Enhancement Provider an opportunity to bid on the Receivables. The Transferor shall have the right of first refusal to purchase the Receivables on terms equivalent to the best purchase offer as determined by the Trustee in its sole discretion. The proceeds of any such sale shall be treated as Collections on the Receivables and shall be allocated and deposited in accordance with Article IV; PROVIDED, HOWEVER, that the Trustee shall determine conclusively in its sole discretion the amount of such proceeds which are allocable to Finance Charge Collections and the amount of such proceeds which are allocable to Collections of Principal Receivables. During such thirty-day period, the Servicer shall continue to collect payments on the Receivables and allocate and deposit such payments in accordance with the provi sions of Article IV. (c) All principal or interest with respect to any Series of Investor Certificates shall be due and payable no later than the Series Termination Date with respect to such Series. Unless otherwise provided in a Supplement, in the event that the Investor Interest of any Series of Certificates is greater than zero on its Series Termination Date (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal to be made on such Series on such date), the Trustee will sell or cause to be sold, and pay the proceeds first, to all Certificateholders of such Series pro rata and in accordance with the priority for each Class within such Series as provided in the related Supplement, in final payment of all principal of and accrued interest on such Series of Certificates, and second, as provided in the related Supplement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but not more than the applicable Investor Percentage of Principal Receivables and the related Finance Charge Receivables on such date for such

Termination of Trust. (a) The respective obligations and -------------------- responsibilities of the Transferor, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders as hereafter set forth) shall terminate, except with respect to the duties described in Section Sections 8.04, 11.05 and subsections 2.04(c) and 12.03(b), upon the earlier of (i) the ------------- ----- -------- Business Day after the day on which the Aggregate Invested Amount is zero and all amounts owing to each Enhancement Provider for all outstanding Series under the related Supplements and Enhancement Agreements have been paid, all other amounts owing under this Agreement, any Supplement, any Enhancement Agreement or any other Transaction Document have been paid and all commitments of any Investor Certificateholder shall have been terminated (unless the parties hereto shall have agreed that the Final Trust Termination Date; provided, however, that the Trust shall not terminate on the date specified in Date pursuant to this clause (i) shall be deemed not to have occurred until a later ------ date); (ii) the expiration of 21 years from the death of the definition last survivor of “the descendants of Xxxxx Xxxxxxxxxxx living on the date of this Agreement; and (iii) the time provided in Section 9.02 (the "Final Trust Termination Date” if each of the Servicer and the Holder of the Transferor Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “Trust Extension”) shall specify the date on which the Trust shall terminate (such date, the “Extended Trust Termination Date”"); provided, however, that the Extended Trust Termination Date shall be not later than March 31, 2031. The Servicer and the Holder of the Transferor Certificate may, on any date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Date.------------ ---------------------------- (b) All principal or interest with respect to any Series of Investor Certificates shall be due and payable no later than If on the Series Determination Date in the month immediately preceding the month in which the Final Trust Termination Date with respect to such Series. Unless otherwise provided in a Supplement, in the event that the Investor Interest of any Series of Certificates is greater than zero on its Series Termination Date occurs (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal on any Series of Investor Certificates to be made on such the related Payment Date pursuant to Section 4.06) the Invested Amount of any Series on such date)------------ would be greater than zero, the Trustee will Servicer on behalf of the Trust shall sell or cause to be sold, and pay the proceeds first, to all Certificateholders in a commercially reasonable manner within 30 days of such Series pro rata Determination Date all of the Receivables and the Related Property. The proceeds of such sale, net of all reasonable expenses of the Trustee incurred in connection with such sale, which shall be paid to the Trustee from such proceeds, shall be treated as Collections of the Receivables and shall be allocated in accordance with Section 4.03. ------------ During such 30-day period, the Servicer shall continue to collect Collections on the Receivables and allocate such payments in accordance with the priority for each Class within such Series as provided in the related Supplement, in final payment provisions of all principal of and accrued interest on such Series of Certificates, and second, as provided in the related Supplement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but not more than the applicable Investor Percentage of Principal Receivables and the related Finance Charge Receivables on such date for suchSection 4.03. ------------

Termination of Trust. (a) The respective obligations and responsibilities of the Transferor, the Servicer Servicer, the Paying Agent and the Trustee and their agents hereunder created hereby (other than the obligation of the Trustee to make payments to Certificateholders as hereafter set forth) shall terminate, except with respect to the duties described in Section 11.05 and subsections 2.04(c) and 12.03(bSections 2.4(c), on 7.4, 8.4, 11.5 and 12.3(b), upon the Trust Termination Date; provided, however, that the Trust shall not terminate on the date specified in clause earliest of (i) of the definition of “Trust Termination Date” if each of the Servicer and the Holder of the Transferor Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “Trust Extension”) shall specify day following the date on which funds shall have been deposited in the Trust shall terminate Collection Account sufficient to pay the Aggregate Invested Amount and any Enhancement Invested Amount plus applicable Certificate Interest accrued through the last day of the interest accrual period preceding such Distribution Date in full on all Series of Investor Certificates, (such dateii) October 1, 2097 and (iii) the “Extended Trust expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx Xxxxxxx Xxxxxx Xxxx, former President of the United States, living on the date hereof (the "Final Termination Date”"); provided, however, that the Extended Trust Termination Date shall be not later than March 31, 2031. The Servicer and the Holder of the Transferor Certificate may, on any date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Date.---------------------- (b) All principal or interest with respect to any Series of Investor Certificates shall be due and payable no later than If on the Series last Distribution Date in the month immediately preceding the month in which the Final Termination Date with respect to such Series. Unless otherwise provided in a Supplement, in the event that the Investor Interest of any Series of Certificates is greater than zero on its Series Termination Date occurs (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal on any Series of Certificates to be made on such Series on such dateDistribution Date pursuant to Article IV), the Invested Amount or any Enhancement Invested Amount of any Series would be greater than zero, the Servicer shall sell within 30 days after such Distribution Date all of the Receivables in a commercially reasonable manner and on commercially reasonable terms which shall include the solicitation of competitive bids and shall consummate the sale with the highest bidder for the Receivables. The Transferor or any of its Affiliates shall be permitted to bid for the Receivables. In addition, the Transferor or any Affiliate shall have the right to match any bid by a third Person and be granted the right to purchase the Receivables at such matched bid price. The proceeds of any such sale shall be treated as Collections on the Receivables and shall be allocated in accordance with Article IV; provided, however, that the Trustee will sell or cause shall determine conclusively the amount of -------- ------- such proceeds which are allocable to be sold, Finance Charge Receivables and pay the proceeds first, to all Certificateholders amount of such Series pro rata proceeds which are allocable to Principal Receivables. Prior to such sale of Receivables, the Servicer shall continue to collect Collections on the Receivables and allocate such payments in accordance with the priority for each Class within such Series as provided in the related Supplement, in final payment provisions of all principal of and accrued interest on such Series of Certificates, and second, as provided in the related Supplement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but not more than the applicable Investor Percentage of Principal Receivables and the related Finance Charge Receivables on such date for suchArticle IV.

Termination of Trust. (a) The respective obligations and responsibilities of the Transferor, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders as hereafter set forth) shall terminate, except with respect to the duties described in Section 11.05 8.4 and subsections 2.04(c) 11.5 and 12.03(bsubsection 12.3(b), on the Trust Termination Date; provided, however, that the Trust shall not terminate on the date specified in clause (i) of the definition of “"Trust Termination Date” " if each of the Servicer and the Holder of the Exchangeable Transferor Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “"Trust Extension”") shall specify the date on which the Trust shall terminate (such date, the “"Extended Trust Termination Date”"); provided, however, that the Extended Trust Termination Date shall be not no later than March 31Closing Date, 20312035. The Servicer and the Holder of the Exchangeable Transferor Certificate may, on any date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Date. (b) In the event that (i) the Trust has not terminated by the Distribution Date occurring in the second month preceding the Trust Termination Date, and (ii) the Invested Amount of any Series, exclusive of any Transferor Retained Class (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal on any Series of Certificates to be made on the related Distribution Date during such month pursuant to Article IV), would be greater than zero, the Servicer shall sell within 30 days after such Transfer Date an amount of Receivables up to the remaining Invested Amount if it can do so in a commercially reasonable manner. The Servicer shall notify each Enhancement Provider of the proposed sale of the Receivables and shall provide each Enhance-ment Provider an opportunity to bid on the Receivables. The Transferor shall have the right of first refusal to purchase the Receivables on terms equivalent to the best purchase offer as determined by the Trustee in its sole discretion. The proceeds of any such sale shall be treated as Collections on the Receivables and shall be allocated and deposited in accordance with Article IV; provided, however, that the Trustee shall determine conclusively in its sole discretion the amount of such proceeds which are allocable to Imputed Yield Collections and the amount of such proceeds which are allocable to Principal Collections. During such thirty-day period, the Servicer shall continue to collect payments on the Receivables and allocate and deposit such payments in accordance with the provisions of Article IV. (c) All principal or interest with respect to any Series of Investor Certificates shall be due and payable no later than the Series Termination Date with respect to such Series. Unless otherwise provided in a Supplement, in the event that the Investor Interest of any Series of Certificates is greater than zero on its Series Termination Date (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal to be made on such Series on such date), the Trustee will sell or cause to be sold, and pay the proceeds first, to all Certificateholders of such Series pro rata and in accordance with the priority for each Class within such Series as provided in the related Supplement, in final payment of all principal of and accrued interest on such Series of Certificates, and second, as provided in the related Supplement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but not more than the applicable Investor Percentage of Principal Receivables and the related Finance Charge Receivables on such date for suchwith

Termination of Trust. (a) The respective obligations and responsibilities of the Transferor, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders as hereafter hereinafter set forth) shall terminate, except with respect to the duties described in Section 11.05 Sections 8.4 and 11.5 and subsections 2.04(c2.4(c) and 12.03(b12.3(b), on the Trust Termination Date; provided, however, that the Trust shall not terminate on the date specified in clause (i) of the definition of “Trust Termination Date” if each of the Servicer and the Holder of the Transferor Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “Trust Extension”) shall specify the date on which the Trust shall terminate (such date, the “Extended Trust Termination Date”); provided, however, that the Extended Trust Termination Date shall be not later than March 31the day prior to the expiration of 21 years after the death of the last survivor of the descendants living on the date of this Agreement of Xxxxxx X. Xxxxxxx, 2031the late ambassador of the United States of America to the Court of St. James’s. The Servicer and the Holder of the Transferor Certificate may, on any date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Date. (b) All principal or interest with respect to any Series of Investor Certificates shall be due and payable no later than the Series Termination Date with respect to such Series. Unless otherwise provided in a Supplement, in the event that the Investor Interest of any Series of Certificates is greater than zero on its Series Termination Date (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal to be made on such Series on such date), the Trustee will sell or cause to be sold, and pay the proceeds first, to all Certificateholders of such Series pro rata and in accordance with the priority for each Class within such Series as provided in the related Supplement, in final payment of all principal of and accrued interest on such Series of Certificates, and second, as provided in the related Supplement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but not more than the applicable Investor Percentage an amount of Principal Receivables and the related Finance Charge Receivables equal to the sum of (1) the product of (A) the Transferor Percentage, (B) the aggregate amount of Principal Receivables in the Trust and (C) a fraction the numerator of which is the applicable Investor Percentage with respect to Finance Charge Receivables and the denominator of which is the sum of all Investor Percentages with respect to Finance Charge Receivables of all Series and (2) the Investor Interest of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series). The Trustee shall (i) notify each Credit Enhancement Provider of the proposed sale of such Receivables and shall provide each Credit Enhancement Provider an opportunity to bid on such date for suchReceivables and (ii) use its best efforts to sell, dispose of or otherwise liquidate the Receivables by the solicitation of competitive bids and on terms equivalent to the best purchase offer as determined by the Trustee. None of the Transferor, any Affiliate of the Transferor or any agent of the Transferor shall be permitted to purchase such Receivables in such case. Any proceeds of such sale in excess of such principal and interest paid shall be paid to the Holder of the Transferor Certificate. Upon such Series Termination Date with respect to the applicable Series of Certificates, final payment of all amounts allocable to any Investor Certificates of such Series shall be made in the manner provided in Section 12.3.

Termination of Trust. (a) The respective obligations and responsibilities of the Transferor, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders as hereafter set forth) shall terminate, except with respect to the duties described in Section 11.05 and subsections 2.04(c) and 12.03(b), upon the earlier of (i) the day after the day on which funds shall have been deposited in the Collection Account sufficient to pay the Aggregate Invested Amount plus interest accrued at the applicable Certificate Rates through the end of the applicable Interest Accrual Period in full on all Series of Investor Certificates and paid to the Holders of such Certificates and (ii) a day which is September 15, 2092 (the "Final ----- Trust Termination Date; provided, however, that the Trust shall not terminate on the date specified in clause (i) of the definition of “Trust Termination Date” if each of the Servicer and the Holder of the Transferor Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “Trust Extension”) shall specify the date on which the Trust shall terminate (such date, the “Extended Trust Termination Date”"); provided, however, that in no event shall the Extended Trust Termination Date shall be not later than March 31trust ---------------------- -------- ------- created by the Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants, 2031living on the date of this Agreement, of Xxxxxx X. Xxxxxxx, of the Commonwealth of Massachusetts, formerly United States representative at the Court of St. Xxxxx. The Servicer and the Holder of the Transferor Certificate may, on any date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice in writing to shall promptly notify the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Dateof any respective termination pursuant to this Section 12.01. (b) All principal or interest with respect to any Series of Investor Certificates shall be due and payable no later than If on the Series Transfer Date in the month immediately preceding the month in which the Final Trust Termination Date with respect to such Series. Unless otherwise provided in a Supplement, occurs in the event that the Investor Interest case of any Series of Certificates is greater than zero on its Series Termination Date Subsection (a)(ii) above, (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal on any Series of Certificates to be made on such the related Distribution Date pursuant to Article IV) the Invested Amount of any Series on such date)would be greater than zero, the Trustee will Servicer shall sell or cause to be sold, and pay the proceeds first, to all Certificateholders within 30 days of such Series pro rata Transfer Date all of the Receivables. The proceeds of such sale shall be treated as Collections on the Receivables and shall be allocated in accordance with Article IV; provided, however, that the Trustee in its sole discretion shall -------- ------- determine conclusively the amount of such proceeds which are allocable to Finance Charge Collections and the amount of such proceeds which are allocable to Principal Collections. During such 30-day period, the Servicer shall continue to collect Collections on the Receivables and allocate such payments in accordance with the priority for each Class within such Series as provided in the related Supplement, in final payment provisions of all principal of and accrued interest on such Series of Certificates, and second, as provided in the related Supplement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but not more than the applicable Investor Percentage of Principal Receivables and the related Finance Charge Receivables on such date for suchArticle IV.

Termination of Trust. (a) The respective obligations and responsibilities of the Transferor, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders as hereafter hereinafter set forth) shall terminate, except with respect to the duties described in Section 11.05 Sections 8.4 and 11.5 and subsections 2.04(c2.4(c) and 12.03(b12.3(b), on the Trust Termination Date; provided, however, that the Trust shall not terminate on the date specified in clause (i) of the definition of “Trust Termination Date” if each of the Servicer and the Holder of the Transferor Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “Trust Extension”) shall specify the date on which the Trust shall terminate (such date, the “Extended Trust Termination Date”); provided, however, that the Extended Trust Termination Date shall be not later than March 31the day prior to the expiration of 21 years after the death of the last survivor of the descendants living on the date of this Agreement of Jxxxxx X. Xxxxxxx, 2031the late ambassador of the United States of America to the Court of St. James’s. The Servicer and the Holder of the Transferor Certificate may, on any date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Date. (b) All principal or interest with respect to any Series of Investor Certificates shall be due and payable no later than the Series Termination Date with respect to such Series. Unless otherwise provided in a Supplement, in the event that the Investor Interest of any Series of Certificates is greater than zero on its Series Termination Date (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal to be made on such Series on such date), the Trustee will sell or cause to be sold, and pay the proceeds first, to all Certificateholders of such Series pro rata and in accordance with the priority for each Class within such Series as provided in the related Supplement, in final payment of all principal of and accrued interest on such Series of Certificates, and second, as provided in the related Supplement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but not more than the applicable Investor Percentage an amount of Principal Receivables and the related Finance Charge Receivables equal to the sum of (1) the product of (A) the Transferor Percentage, (B) the aggregate amount of Principal Receivables in the Trust and (C) a fraction the numerator of which is the applicable Investor Percentage with respect to Finance Charge Receivables and the denominator of which is the sum of all Investor Percentages with respect to Finance Charge Receivables of all Series and (2) the Investor Interest of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series). The Trustee shall (i) notify each Credit Enhancement Provider of the proposed sale of such Receivables and shall provide each Credit Enhancement Provider an opportunity to bid on such date for suchReceivables and (ii) use its best efforts to sell, dispose of or otherwise liquidate the Receivables by the solicitation of competitive bids and on terms equivalent to the best purchase offer as determined by the Trustee. None of the Transferor, any Affiliate of the Transferor or any agent of the Transferor shall be permitted to purchase such Receivables in such case. Any proceeds of such sale in excess of such principal and interest paid shall be paid to the Holder of the Transferor Certificate. Upon such Series Termination Date with respect to the applicable Series of Certificates, final payment of all amounts allocable to any Investor Certificates of such Series shall be made in the manner provided in Section 12.3.

Termination of Trust. (a) The respective obligations and responsibilities of the Transferor, the Servicer Servicer, the Paying Agent and the Trustee and their agents hereunder created hereby (other than the obligation of the Trustee to make payments to Certificateholders as hereafter set forth) shall terminate, except with respect to the duties described in Section 11.05 and subsections 2.04(c) and 12.03(bSections 2.4(c), on 7.4, 8.4, 11.5 and 12.3(b), upon the Trust Termination Date; provided, however, that the Trust shall not terminate on the date specified in clause earliest of (i) of the definition of “Trust Termination Date” if each of the Servicer and the Holder of day designated by the Transferor Certificate notify after the Trustee and each Credit Enhancement Provider in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “Trust Extension”) shall specify Distribution Date following the date on which funds shall have been deposited in the Collection Account or applicable Principal Account sufficient to pay the Aggregate Investor Amount and any Enhancement Investor Amount plus applicable Certificate Interest accrued through such Distribution Date, and (ii) the day on which the final payment of principal is made to the Certificateholders, and all right, title and interest to the Receivables and other funds of the Trust shall terminate (such date, other than funds held in the “Extended Trust Principal Account) will be transferred to the holder of the Exchangeable Transferor Certificate (the "Final Termination Date”"); provided, however, that in no event shall the Extended Trust Termination Date shall be not later than March 31created by this Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Georxx Xxxxxxx Xxxxxx Xxxh, 2031xxrmer President of the United States of America, living on the date of this Agreement. The Servicer and the Holder of the Transferor Certificate may, on any date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice in writing to shall promptly notify the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Dateof any prospective termination pursuant to this Section 12.1. (b) All principal or interest with respect to any Series of Investor Certificates shall be due and payable no later than If on the Series last Distribution Date in the month immediately preceding the month in which the Final Termination Date with respect to such Series. Unless otherwise provided in a Supplement, in the event that the Investor Interest of any Series of Certificates is greater than zero on its Series Termination Date occurs (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal on any Series of Certificates to be made on such Series on such dateDistribution Date pursuant to Article IV), the Investor Amount or any Enhancement Investor Amount of any Series would be greater than zero, the Servicer shall sell within 30 days after such Distribution Date all of the Receivables in a commercially reasonable manner and on commercially reasonable terms which shall include the solicitation of competitive bids and shall consummate the sale with the highest bidder for the Receivables. The Transferor or any of its Affiliates shall be permitted to bid for the Receivables. In addition, the Transferor or any Affiliate shall have the right to match any bid by a third Person and be granted the right to purchase the Receivables at such matched bid price. The proceeds of any such sale shall be treated as Collections on the Receivables and shall be allocated in accordance with Article IV; provided, however, that the Trustee will sell or cause to be sold, and pay shall determine conclusively the proceeds first, to all Certificateholders amount of such Series pro rata proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. Prior to such sale of Receivables, the Servicer shall continue to collect Collections on the Receivables and allocate such payments in accordance with the priority for each Class within such Series as provided in the related Supplement, in final payment provisions of all principal of and accrued interest on such Series of Certificates, and second, as provided in the related Supplement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but not more than the applicable Investor Percentage of Principal Receivables and the related Finance Charge Receivables on such date for suchArticle IV.

Termination of Trust. (a) The respective obligations and responsibilities of the Transferor, the Master Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders as hereafter set forth) shall terminate, except with respect to the duties described in Section 11.05 and subsections 2.04(c) and subsection 12.03(b), on the Trust Termination Date; provided, however, that the Trust shall not terminate on the date specified in clause (i) of the definition of “"Trust Termination Date” " if each of the Master Servicer and the Holder of the Exchangeable Transferor Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “"Trust Extension”") shall specify the date on which the Trust shall terminate (such date, the “"Extended Trust Termination Date”"); provided, however, that the Extended Trust Termination Date shall be not later than March 31July 15, 20312021. The Master Servicer and the Holder of the Exchangeable Transferor Certificate may, on any date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Date. (b) If (i) the Trust has not terminated by the last Distribution Date occurring in the second month preceding the Trust Termination Date, and (ii) the Investor Interest of any Series (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal on any Series of Certificates to be made on the related Distribution Date during such month pursuant to Article IV) would be greater than zero, the Master Servicer shall sell within 30 days after such Transfer Date all the Receivables. The Master Servicer shall notify each Enhancement Provider of the proposed sale of the Receivables and shall provide each Enhancement Provider an opportunity to bid on the Receivables. The Transferor shall have the right of first refusal to purchase the Receivables on terms equivalent to the best purchase offer as determined by the Trustee in its sole discretion. The proceeds of any such sale shall be treated as Collections on the Receivables and shall be allocated and deposited in accordance with Article IV; provided, however, that the Trustee shall determine conclusively in its sole discretion the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During such 30-day period, the Master Servicer shall continue to collect payments on the Receivables and allocate and deposit such payments in accordance with the provisions of Article IV. (c) All principal or interest with respect to any Series of Investor Certificates shall be due and payable no later than the Series Termination Date with respect to such Series. Unless otherwise provided in a Supplement, in the event that if the Investor Interest of any Series of Certificates is greater than zero on its Series Termination Date (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal to be made on such Series on such date), the Trustee will sell or cause to be sold, and pay the proceeds first, to all Certificateholders of such Series pro rata and in accordance with the priority for each Class within such Series as provided in the related Supplement, in final payment of all principal of and accrued interest on such Series of Certificates, and second, as provided in the related Supplement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but not more than the applicable Investor Percentage of Principal Receivables and the related Finance Charge Receivables on such date for suchsuch Series). The Trustee shall notify each Enhancement Provider of the proposed sale of such Receivables and shall provide each Enhancement Provider an opportunity to bid on such Receivables. The Transferor shall be permitted to purchase such Receivables in such case and shall have a right of first refusal with respect thereto. Any proceeds of such sale in excess of such principal and interest paid to the Certificateholders of such Series shall be paid to the Holder of the Exchangeable Transferor Certificate. Upon such Series Termination Date with respect to the applicable Series of Certificates, final payment of all amounts allocable to any Investor Certificates of such Series shall be made in the manner provided in Section 12.03.

Termination of Trust. (a) The respective obligations and responsibilities of the Transferor, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders as hereafter set forth) shall terminate, except with respect to the duties described in Section 11.05 8.4, Section 11.5 and subsections 2.04(c2.4(c) and 12.03(b12.3(b), on the Trust Termination Date; providedPROVIDED, howeverHOWEVER, that the Trust shall not terminate on the date specified in clause (i) of the definition of “"Trust Termination Date” " if each of the Servicer and the Holder of the Exchangeable Transferor Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “"Trust Extension”") shall specify the date on which the Trust shall terminate (such date, the “"Extended Trust Termination Date”"); providedPROVIDED, howeverHOWEVER, that the Extended Trust Termination Date shall be not later than March 31December 1, 20312036. The Servicer and the Holder of the Exchangeable Transferor Certificate may, on any date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Date. (b) All principal or and interest with respect to any Series of Investor Certificates shall be due and payable no later than the Series Termination Date with respect to such Series. Unless otherwise provided in a Supplement, in the event that the Investor Interest Invested Amount of any Series of Certificates is greater than zero on its Series Termination Date (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal to be made on such Series on such date), the Trustee will sell or cause to be sold, and pay pay, all in accordance with the written directions of the Servicer, the proceeds firstFIRST, to all Certificateholders of such Series pro rata and in accordance with the priority for each Class within such Series as provided in the related Supplement, in final payment of all principal of and accrued interest on such Series of Certificates, and secondSECOND, as provided in the related Supplement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest Invested Amount of such Series plus the Enhancement Collateral Invested Amount or the Collateral Interest (if not included in the Investor InterestInvested Amount) of such Series, if any, at the close of business on such date (but not more than an amount of Receivables equal to the sum of (1) the product of (A) the Transferor Amount and (B) a fraction the numerator of which is the applicable Investor Percentage with respect to Yield Collections and the denominator of Principal which is the sum of all Investor Percentages with respect to Yield Collections and (2) the Invested Amount of such Series plus the Collateral Invested Amount (if not included in the Invested Amount) of such Series). The Trustee shall notify each Enhancement Provider of the proposed sale of such Receivables and shall provide each Enhancement Provider an opportunity to bid on such Receivables. The Transferor shall be permitted to purchase such Receivables in such case and shall have a right of first refusal with respect thereto. Any proceeds of such sale in excess of such principal and interest paid and such other amounts paid pursuant to the related Finance Charge Receivables on Supplement shall be paid to the Holder of the Exchangeable Transferor Certificate. Upon such date for suchSeries Termination Date with respect to the applicable Series of Certificates, final payment of all amounts allocable to any Investor Certificates of such Series shall be made in the manner provided in Section 12.3.

Termination of Trust. (a) The respective obligations and responsibilities Trust shall dissolve upon the final distribution by the Owner Trustee of all moneys or other property or proceeds of the TransferorOwner Trust Estate in accordance with the terms of the Indenture, the Servicer Sale and the Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders as hereafter set forth) shall terminateServicing Agreement, except with respect to the duties described in Article V and Section 11.05 and subsections 2.04(c) and 12.03(b)9.2, on the Trust Termination Date; provided, however, that in no event shall the Trust created by this Agreement continue beyond the expiration of 110 years from the date of this Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (x) operate to terminate on this Agreement or the date specified Trust, nor (y) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in clause (i) any court for a partition or winding up of all or any part of the definition of “Trust Termination Date” if each or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the Servicer and the Holder of the Transferor Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “Trust Extension”) shall specify the date on which the Trust shall terminate (such date, the “Extended Trust Termination Date”); provided, however, that the Extended Trust Termination Date shall be not later than March 31, 2031. The Servicer and the Holder of the Transferor Certificate may, on any date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Dateparties hereto. (b) All principal Except as provided in clause (a), neither the Depositor nor any Certificateholder shall be entitled to revoke or interest terminate the Trust. (c) Notice of any termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 6.02 of the Indenture, stating (i) the Payment Date upon or with respect to any Series which final payment of Investor the Certificates shall be due made upon presentation and payable no later surrender of the Certificates at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Series Termination Date with respect to such Series. Unless otherwise provided in a Supplement, in the event that the Investor Interest of any Series of Certificates is greater than zero on its Series Termination Date (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date Owner Trustee) and the payment Certificate Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of principal to be made on such Series on such date)the Certificates, the Trustee will sell or Certificate Paying Agent shall cause to be solddistributed to Certificateholders amounts distributable on such Payment Date pursuant to Section 5.2. If all of the Certificateholders shall not surrender their Certificates for cancellation within sixty (60) days after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and pay receive the proceeds firstfinal distribution with respect thereto. If within sixty (60) days after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to all contact the remaining Certificateholders concerning surrender of such Series pro rata and in accordance with the priority for each Class within such Series as provided in the related Supplement, in final payment of all principal of and accrued interest on such Series of their Certificates, and second, as provided in the related Supplement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% cost thereof shall be paid out of the sum of the Investor Interest funds and other assets that shall remain subject to this Agreement. Any funds remaining after exhaustion of such Series plus remedies shall be distributed, subject to applicable escheat laws, by the Enhancement Invested Amount or Owner Trustee to the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but not more than the applicable Investor Percentage of Principal Receivables and the related Finance Charge Receivables on such date for suchAdministrator.

Termination of Trust. (a) The respective obligations and responsibilities of the Transferor, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders as hereafter hereinafter set forth) shall terminate, except with respect to the duties described in Section Sections 8.04 and 11.05 and subsections 2.04(c) and 12.03(b), on the Trust Termination Date; provided, however, that the Trust shall not terminate on the date specified in clause (i) of the definition of “Trust Termination Date” if each of the Servicer and the Holder of the Exchangeable Transferor Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “Trust Extension”) shall specify the date on which the Trust shall terminate (such date, the “Extended Trust Termination Date”); provided, however, that the Extended Trust Termination Date shall be not later than March 31August 1, 20312032. The Servicer and the Holder of the Exchangeable Transferor Certificate may, on any date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Date. (b) In the event that (i) the Trust has not terminated by the last Distribution Date occurring in the second month preceding the Trust Termination Date, and (ii) the Invested Amount of any Series (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal on any Series of Certificates to be made on the related Distribution Date during such month pursuant to Article IV) would be greater than zero, the Servicer shall sell within 30 days after such Transfer Date all the Receivables. The Servicer shall notify each Enhancement Provider of the proposed sale of the Receivables and shall provide each Enhancement Provider an opportunity to bid on the Receivables. None of the Transferor, any Affiliate of the Transferor or any agent of the Transferor shall be permitted to purchase such Receivables in such case. The proceeds of any such sale shall be treated as Collections on the Receivables and shall be allocated and deposited in accordance with Article IV; provided, however, that the Trustee shall determine conclusively in its sole discretion the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During such thirty-day period, the Servicer shall continue to collect payments on the Receivables and allocate and deposit such payments in accordance with the provisions of Article IV. (c) All principal or interest with respect to any Series of Investor Certificates shall be due and payable no later than the Series Termination Date with respect to such Series. Unless otherwise provided in a Supplement, in the event that the Investor Interest Invested Amount of any Series of Certificates is greater than zero on its Series Termination Date (Date, after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal to be made on such Series on such date), the Trustee will sell or cause to be sold, and pay the proceeds first, to all Certificateholders of such Series pro rata and in accordance with the priority for each Class within such Series as provided in the related Supplement, in final payment of all principal of and accrued interest on such Series of Certificates, and second, as provided in the related Supplement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest Invested Amount of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but not more than an amount of Receivables equal to the applicable sum of (1) the product of (A) the Transferor Percentage, (B) the aggregate outstanding Principal Receivables and (C) a fraction the numerator of which is the related Investor Percentage of Principal Collections of Finance Charge Receivables and the related denominator of which is the sum of all Investor Percentages with respect to Collections of Finance Charge Receivables of all Series outstanding and (2) the Invested Amount of such Series). The Trustee shall notify each Enhancement Provider of the proposed sale of such Receivables and shall provide each Enhancement Provider an opportunity to bid on such date for suchReceivables. None of the Transferor, any Affiliate of the Transferor or any agent of the Transferor shall be permitted to purchase such Receivables in such case. Any proceeds of such sale in excess of such principal and interest paid shall be paid to the Holder of the Exchangeable Transferor Certificate. Upon such Series Termination Date with respect to the applicable Series of Certificates, final payment of all amounts allocable to any Investor Certificates of such Series shall be made in the manner provided in Section 12.03.

Termination of Trust. (a) The respective obligations and responsibilities of the Transferor, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders as hereafter hereinafter set forth) shall terminate, except with respect to the duties described in Section 11.05 Sections 8.4 and 11.5 and subsections 2.04(c2.4(c) and 12.03(b12.3(b), on the Trust Termination Date; provided, -------- however, that the Trust shall not terminate on the date specified in clause (i) ------- of the definition of “"Trust Termination Date” " if each of the Servicer and the Holder of the Transferor Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “"Trust Extension”") shall --------------- specify the date on which the Trust shall terminate (such date, the “"Extended -------- Trust Termination Date”"); provided, however, that the Extended Trust Termination ---------------------- -------- ------- Date shall be not later than March 31the day prior to the expiration of 21 years after the death of the last survivor of the descendants living on the date of this Agreement of Xxxxxx X. Xxxxxxx, 2031the late ambassador of the United States of America to the Court of St. James's. The Servicer and the Holder of the Transferor Certificate may, on any date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Date. (b) All principal or interest with respect to any Series of Investor Certificates shall be due and payable no later than the Series Termination Date with respect to such Series. Unless otherwise provided in a Supplement, in the event that the Investor Interest of any Series of Certificates is greater than zero on its Series Termination Date (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal to be made on such Series on such date), the Trustee will sell or cause to be sold, and pay the proceeds first, to all Certificateholders of such ----- Series pro rata and in accordance with the priority for each Class within such Series as provided in the related Supplement, in final payment of all principal of and accrued interest on such Series of Certificates, and second, as provided in the related Supplement, ------ an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but not more than the applicable Investor Percentage an amount of Principal Receivables and the related Finance Charge Receivables equal to the sum of (1) the product of (A) the Transferor Percentage, (B) the aggregate amount of Principal Receivables in the 100 Trust and (C) a fraction the numerator of which is the applicable Investor Percentage with respect to Finance Charge Receivables and the denominator of which is the sum of all Investor Percentages with respect to Finance Charge Receivables of all Series and (2) the Investor Interest of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series). The Trustee shall notify each Credit Enhancement Provider of the proposed sale of such Receivables and shall provide each Credit Enhancement Provider an opportunity to bid on such date for suchReceivables. The Transferor shall be permitted to purchase such Receivables in such case and shall have a right of first refusal with respect thereto. Any proceeds of such sale in excess of such principal and interest paid shall be paid to the Holder of the Transferor Certificate. Upon such Series Termination Date with respect to the applicable Series of Certificates, final payment of all amounts allocable to any Investor Certificates of such Series shall be made in the manner provided in Section 12.3.

Termination of Trust. (a) The respective obligations and responsibilities of the Transferor, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders Securityholders as hereafter set forth) shall terminate, except with respect to the duties described in Section 11.05 Sections 7.4, 8.4 and subsections 2.04(c) 11.5 and 12.03(bsubsection 12.3(b), on the Trust Termination Date; provided, however, that the Trust shall not terminate on the date specified in clause (i) of the definition of “"Trust Termination Date” " if each of the Servicer and the Holder of the Exchangeable Transferor Certificate Security notify the Trustee and each Credit Enhancement Provider in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “"Trust Extension”") shall specify the date on which the Trust shall terminate (such date, the “"Extended Trust Termination Date”"); provided, however, that the Extended Trust Termination Date shall be not later than March 31May 26, 20312095. The Servicer and the Holder of the Exchangeable Transferor Certificate Security may, on any date following the Trust Extension, so long as no Series of Certificates Securities is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Date. (b) In the event that (i) the Trust has not terminated by the Distribution Date occurring in the second month preceding the Trust Termination Date, and (ii) the Invested Amount of any Series, exclusive of any Transferor Retained Class (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal on any Series of Securities to be made on the related Distribution Date during such month pursuant to Article IV), would be greater than zero, the Servicer shall sell within 30 days after such Transfer Date an amount of Receivables up to the remaining Invested Amount if it can do so in a commercially reasonable manner. The Servicer shall notify each Enhancement Provider of the proposed sale of the Receivables and shall provide each Enhancement Provider an opportunity to bid on the Receivables. The Transferor shall have the right of first refusal to purchase the Receivables on terms equivalent to the best purchase offer as determined by the Trustee in its sole discretion. The proceeds of any such sale shall be treated as Collections on the Receivables and shall be allocated and deposited in accordance with Article IV; provided, however, that the Trustee shall determine conclusively in its sole discretion the amount of such proceeds which are allocable to Finance Charge Collections and the amount of such proceeds which are allocable to Principal Collections. During such thirty- day period, the Servicer shall continue to collect payments on the Receivables and allocate and deposit such payments in accordance with the provisions of Article IV. (c) All principal or interest with respect to any Series of Investor Certificates Securities shall be due and payable no later than the Series Termination Date with respect to such Series. Unless otherwise provided in a Supplement, in the event that the Investor Interest Invested Amount of any Series of Certificates Securities is greater than zero zero, exclusive of any Class held by the Transferor, on its Series Termination Date (the "Affected Series"), after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal to be made on such Series on such date), and the Trustee will sell or cause to be sold, and the Trustee will pay the proceeds first, to all Certificateholders Securityholders of such Series pro rata and in accordance with the priority for each Class within such Series as provided in the related Supplement, in final payment of all principal of and accrued interest on such Series of CertificatesSecurities or, and secondif any Class of such Series is subordinated, as provided in the related Supplementorder of their respective seniorities, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest Invested Amount of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but the amount of such Principal Receivables not to be more than an amount of Receivables equal to the applicable Investor Percentage sum of (1) the product of (A) the Transferor Percentage, (B) the aggregate outstanding Principal Receivables and (C) a fraction the related Finance Charge Receivables numerator of which is the Invested Amount of such Series on such date and the denominator of which is the sum of the Invested Amounts of all Series on such Date and (2) the Invested Amount of such Series). Receivables on which the Obligor has not made the full monthly payment for suchthe prior months shall be deemed to be in default for purposes of this Section 12.1(c) to the extent that the cash allocated to any Class of Transferor Retained Securities of such Series pursuant to a sale under Section 12.1(c) is less than the amount that would have been allocated to the Exchangeable Transferor Security and the Transferor Retained Securities had the proceeds from such sale been allocated pursuant to Section 4.

Termination of Trust. (a) The respective obligations and responsibilities of the Transferor, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders Certificate holders as hereafter set forth) shall terminate, except with respect to the duties described in Section 11.05 8.4 and subsections 2.04(c11.5 and subsection 2.4(c) and 12.03(b12.3(b), on the Trust Termination Date; providedPROVIDED, howeverHOWEVER, that the Trust shall not terminate on the date specified in clause (i) of the definition of “"Trust Termination Date” " if each of the Servicer and the Holder of the Exchangeable Transferor Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “"Trust Extension”") shall specify the date on which the Trust shall terminate (such date, the “"Extended Trust Termination Date”"); providedPROVIDED, howeverHOWEVER, that the Extended Trust Termination Date shall be not later than March 31the expiration of 21 years from the death of the last survivor of the descendants of Ronaxx X. Xxxxx, 2031xxving on the date of this Agreement. The Servicer and the Holder of the Exchangeable Transferor Certificate may, on any date following the Trust Extension, so long as no Series of Certificates Cert- 134 140 ificates is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Date. (b) All principal or interest with respect to any Series of Investor Certificates shall be due and payable no later than the Series Termination Date with respect to such Series. Unless otherwise provided in a Supplement, in In the event that (i) the Investor Interest Trust has not terminated by the last Distribution Date occurring in the second month preceding the Trust Termination Date, and (ii) the Invested Amount of any Series Series, exclusive of Certificates is greater than zero on its Series Termination Date any Transferor Retained Class (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal on any Series of Certificates to be made on the related Distribution Date during such month pursuant to Article IV) would be greater than zero, the Servicer shall sell within 30 days after such Transfer Date an amount of Receivables up to the remaining Invested Amount if it can do so in a commercially reasonable manner. The Servicer shall notify each Enhancement Provider of the proposed sale of the Receivables and shall provide each Enhancement Provider an opportunity to bid on the Receivables. The Transferor shall have the right of first refusal to purchase the Receivables on terms equivalent to the best purchase offer. The proceeds of any such sale shall be treated as Collections on the Receivables and shall be allocated and deposited in accordance with Article IV; PROVIDED, HOWEVER, that the Servicer shall determine conclusively in its sole discretion the amount of such proceeds which are allocable to Finance Charge Collections and the amount of such proceeds which are allocable to Collections of Principal Receivables. During such thirty-day period, the Servicer shall continue to collect payments on the Receivables and allocate and deposit such payments in accordance with the provisions of Article IV. (c) In the event that the Invested Amount with respect to any Series is greater than zero on its Series Termination Date or such earlier date as is specified in the related Supplement (after giving effect to deposits and distributions otherwise to be made on such date), the Trustee will request the Servicer to sell, and the Servicer will sell or cause to be sold, and pay the proceeds first, to all Certificateholders of sold on such Series pro rata and Termination Date, in accordance with the priority for each Class within procedures and subject to the conditions described in such Series as provided in the related Supplement, in final payment of all principal of and accrued interest on such Series of Certificates, and second, as provided in the related Supplement, an amount of Principal Receivables and the related Finance Charge Receivables (or or, if an Opinion of Counsel that such sale will not have a material adverse effect on the characterization of the Certificates for U.S. federal income tax purposes is obtained, interests therein) in an amount up 135 141 to 110% of the sum of the Investor Interest of Invested Amount with respect to such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but not more than after giving effect to such deposits and distributions; PROVIDED, HOWEVER, that in no event shall such amount exceed an amount of Principal Receivables (and all associated Finance Charge Receivables) equal to the applicable sum of (i) the product of (A) the Transferor's Percentage, (B) the aggregate outstanding Principal Receivables, and (C) a fraction the numerator of which is the related Investor Percentage of Principal Collections of Finance Charge Receivables and the related denominator of which is the sum of all Investor Percentages with respect to Collections of Finance Charge Receivables on of all Series outstanding and (ii) the Invested Amount of such date for suchSeries). The proceeds from any such sale shall be allocated and distributed in accordance with the terms of the applicable Supplement.

Termination of Trust. (a) The respective obligations and responsibilities of the Transferor, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders as hereafter hereinafter set forth) shall terminate, except with respect to the duties described in Section 11.05 Sections 8.4 and 11.5 and subsections 2.04(c2.4(c) and 12.03(b12.3(b), on the Trust Termination Date; provided, however, that the Trust shall not terminate on the date specified in clause (i) of the definition of “"Trust Termination Date” " if each of the Servicer and the Holder of the Transferor Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “"Trust Extension”") shall specify the date on which the Trust shall terminate (such date, the “"Extended Trust Termination Date”"); provided, however, that the Extended Trust Termination Date shall be not later than March 31the day prior to the expiration of 21 years after the death of the last survivor of the descendants living on the date of this Agreement of Jxxxxx X. Xxxxxxx, 2031the late ambassador of the United States of America to the Court of St. James's. The Servicer and the Holder of the Transferor Certificate may, on any date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Date. (b) All principal or interest with respect to any Series of Investor Certificates shall be due and payable no later than the Series Termination Date with respect to such Series. Unless otherwise provided in a Supplement, in the event that the Investor Interest of any Series of Certificates is greater than zero on its Series Termination Date (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal to be made on such Series on such date), the Trustee will sell or cause to be sold, and pay the proceeds first, to all Certificateholders of such Series pro rata and in accordance with the priority for each Class within such Series as provided in the related Supplement, in final payment of all principal of and accrued interest on such Series of Certificates, and second, as provided in the related Supplement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but not more than the applicable Investor Percentage an amount of Principal Receivables and the related Finance Charge Receivables equal to the sum of (1) the product of (A) the Transferor Percentage, (B) the aggregate amount of Principal Receivables in the Trust and (C) a fraction the numerator of which is the applicable Investor Percentage with respect to Finance Charge Receivables and the denominator of which is the sum of all Investor Percentages with respect to Finance Charge Receivables of all Series and (2) the Investor Interest of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series). The Trustee shall notify each Credit Enhancement Provider of the proposed sale of such Receivables and shall provide each Credit Enhancement Provider an opportunity to bid on such date for suchReceivables. The Transferor shall be permitted to purchase such Receivables in such case and shall have a right of first refusal with respect thereto. Any proceeds of such sale in excess of such principal and interest paid shall be paid to the Holder of the Transferor Certificate. Upon such Series Termination Date with respect to the applicable Series of Certificates, final payment of all amounts allocable to any Investor Certificates of such Series shall be made in the manner provided in Section 12.3.

Termination of Trust. (a) The respective obligations and responsibilities of the Transferor, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders Securityholders as hereafter set forth) shall terminate, except with respect to the duties described in Section 11.05 Sections 7.4, 8.4 and subsections 2.04(c) 11.5 and 12.03(bsubsection 12.3(b), on the Trust Termination Date; provided, however, that the Trust shall not terminate on the date specified in clause (i) of the definition of “"Trust Termination Date” " if each of the Servicer and the Holder of the Exchangeable Transferor Certificate Security notify the Trustee and each Credit Enhancement Provider in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “"Trust Extension”") shall specify the date on which the Trust shall terminate (such date, the “"Extended Trust Termination Date”"); provided, however, that the Extended Trust Termination Date shall be not no later than March 31June 29, 20312034. The Servicer and the Holder of the Exchangeable Transferor Certificate Security may, on any date following the Trust Extension, so long as no Series of Certificates Securities is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Date. (b) In the event that (i) the Trust has not terminated by the Distribution Date occurring in the second month preceding the Trust Termination Date, and (ii) the Invested Amount of any Series, exclusive of any Transferor Retained Class (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal on any Series of Securities to be made on the related Distribution Date during such month pursuant to Article IV and any related Supplement), would be greater than zero, the Servicer shall sell within 30 days after such Transfer Date an amount of Receivables up to the remaining Invested Amount of any such Series if it can do so in a commercially reasonable manner and subject to the rights of the holder of any Participation. The Servicer shall notify each Enhancement Provider of the proposed sale of the Receivables and shall provide each Enhancement Provider an 133 opportunity to bid on the Receivables. The Transferor shall have the right of first refusal to purchase the Receivables on terms equivalent to the best purchase offer for fair value as determined by the Trustee in its sole discretion. The proceeds of any such sale shall be treated as Collections on the Receivables and shall be allocated and deposited in accordance with Article IV; provided, however, that the Trustee shall determine conclusively in its sole discretion the amount of such proceeds which are allocable to Finance Charge Collections and the amount of such proceeds which are allocable to Principal Collections. During such thirty-day period, the Servicer shall continue to collect payments on the Receivables and allocate and deposit such payments in accordance with the provisions of Article IV and the related Supplement. (c) All principal or interest with respect to any Series of Investor Certificates Securities shall be due and payable no later than the Series Termination Date with respect to such Series. Unless otherwise provided in a Supplement, in the event that the Investor Interest Invested Amount of any Series of Certificates Securities is greater than zero zero, exclusive of any Class held by the Transferor, on its Series Termination Date (the "Affected Series"), after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal to be made on such Series on such date), and the Trustee will sell or cause to be sold, and the Trustee will pay the proceeds first, to all Certificateholders Securityholders of such Series pro rata and in accordance with the priority for each Class within such Series as provided in the related Supplement, in final payment of all principal of and accrued interest on such Series of CertificatesSecurities or, and secondif any Class of such Series is subordinated, as provided in the related Supplementorder of their respective seniorities, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest Invested Amount of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but the amount of such Principal Receivables not to be more than an amount of Receivables equal to the applicable Investor Percentage sum of (1) the product of (A) the Transferor Percentage, (B) the aggregate outstanding Principal Receivables and (C) a fraction the related Finance Charge Receivables numerator of which is the Invested Amount of such Series on such date and the denominator of which is the sum of the Invested Amounts of all Series on such Date and (2) the Invested Amount of such Series). Receivables on which the Obligor has not made the full monthly payment for suchthe prior months shall be deemed to be in default for purposes of 134 this Section 12.1(c) to the extent that the cash allocated to any Class of Transferor Retained Securities of such Series pursuant to a sale under Section 12.1(c) is less than the amount that would have been allocated to the Exchangeable Transferor Security and the Transferor Retained Securities had the proceeds from such sale been allocated pursuant to Section 4.3. The Servicer shall notify each Enhancement Provider of the proposed sale of such Receivables and shall provide each Enhancement Provider an opportunity to bid on such Receivables. The Transferor shall be permitted to purchase such Receivables in such case and shall have a right of first refusal with respect thereto to the extent of a bona fide offer by an unrelated third party for fair value or to the extent the Receivables arise in Defaulted Accounts. Any proceeds of such sale in excess of such principal and interest paid shall be paid to the Holder of the Exchangeable Transferor Security. Upon such Series Termination Date with respect to the applicable Series of Securities, final payment of all amounts allocable to any Investor Securities of such Series shall be made in the manner provided in Section 12.3.

Termination of Trust. (a) The respective obligations and responsibilities of the Transferor, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders as hereafter set forth) shall terminate, except with respect to the duties described in Section 11.05 8.4 and subsections 2.04(c) 11.5 and 12.03(bsubsection 12.3(b), on the Trust Termination Date; provided, however, that the Trust shall not terminate on the date specified in clause (i) of the definition of “"Trust Termination Date” " if each of the Servicer and the Holder of the Exchangeable Transferor Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “"Trust Extension”") shall specify the date on which the Trust shall terminate (such date, the “"Extended Trust Termination Date”"); provided, however, that in no event shall the trust created by this Agreement (and the Extended Trust Termination Date shall be not later than March 31Date) continue beyond the expiration of 21 years from the death of the last survivor of the descendants of George Herbert Walker Bush, 2031formerly President of the United States, xxxxxx xx xxx xxxx xf xxxs Agreement. The Servicer and the Holder of the Exchangeable Transferor Certificate may, on any date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Date. (b) In the event that (i) the Trust has not terminated by the Distribution Date occurring in the second month preceding the Trust Termination Date, and (ii) the Invested Amount of any Series, exclusive of any Transferor Retained Class (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal on any Series of Certificates to be made on the related Distribution Date during such month pursuant to Article IV), would be greater than zero, the Servicer shall sell within 30 days after such Transfer Date an amount of Contracts and the related Receivables up to the remaining Invested Amount if it can do so in a commercially reasonable manner. The Servicer shall notify each Enhancement Provider of the proposed sale of the Contracts and the related Receivables and shall provide each Enhancement Provider an opportunity to bid on the Contracts and the related Receivables. The Transferor shall have the right of first refusal to purchase the Contracts and the related Receivables on terms equivalent to the best purchase offer as determined by the Trustee in its sole discretion. The proceeds of any such sale shall be treated as Collections on the Receivables and shall be allocated and deposited in accordance with Article IV; provided, however, that the Trustee shall determine conclusively in its sole discretion the amount of such proceeds which are allocable to Imputed Yield Collections and the amount of such proceeds which are allocable to Principal Collections. During such 30 day period, the Servicer shall continue to collect payments on the Receivables and allocate and deposit such payments in accordance with the provisions of Article IV. (c) All principal or interest with respect to any Series of Investor Certificates shall be due and payable no later than the Series Termination Date with respect to such Series. Unless otherwise provided in a Supplement, in the event that the Investor Interest Invested Amount of any Series of Certificates is greater than zero zero, exclusive of any Class held by the Transferor, on its Series Termination Date (the "Affected Series"), after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal to be made on such Series on such date), then the Trustee will sell or cause to be sold, and the Trustee will pay the proceeds first, to all Certificateholders of such Series pro rata and in accordance with the priority for each Class within such Series as provided in the related Supplement, in final payment of all principal of and accrued interest on such Series of CertificatesCertificates or, and secondif any Class of such Series is subordinated, as provided in the related Supplementorder of their respective seniorities, an amount of Contracts and the related Principal Receivables and the related Finance Charge Imputed Yield Receivables (or interests therein) up to 110% of the sum of the Investor Interest Invested Amount of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but the amount of such Principal Receivables not to be more than an amount of Receivables equal to the applicable Investor Percentage sum of (1) the product of (A) the Transferor Percentage, (B) the Aggregate Principal Receivables and (C) a fraction the related Finance Charge Receivables numerator of which is the Invested Amount of such Series on such date and the denominator of which is the sum of the Invested Amounts of all Series on such date and (2) the Invested Amount of such Series). Receivables on which the Obligor has not made the full monthly payment for suchthe prior months shall be deemed to be in default for purposes of this Section 12.1(c) to the extent that the cash allocated to any Class of Transferor Retained Certificates of such Series pursuant to a sale under Section 12.1(c) is less than the amount that would have been allocated to the Exchangeable Transferor Certificate and the Transferor Retained Certificates had the proceeds from such sale been allocated pursuant to Section 4.3. The Servicer shall notify each Enhancement Provider of the proposed sale of such Contracts and the related Receivables and shall provide each Enhancement Provider an opportunity to bid on such Contracts and the related Receivables. The Transferor shall be permitted to purchase such Contracts and the related Receivables in such case and shall have a right of first refusal with respect thereto to the extent of a bona fide offer by an unrelated third party or to the extent the Receivables represent Defaulted Receivables. Any proceeds of such sale in excess of such principal and interest paid shall be paid to the Holder of the Exchangeable Transferor Certificate. Upon such Series Termination Date with respect to the applicable Series of Certificates, final payment of all amounts allocable to any Investor Certificates of such Series shall be made in the manner provided in Section 12.3.

Termination of Trust. (a) The respective obligations and responsibilities of the TransferorTrust Depositor and the Owner Trustee created by this Agreement and the Trust created by this Agreement shall terminate upon the earliest of (i) the maturity or other liquidation of the last Contract and related Transferred Assets, and the subsequent distribution of amounts in respect of such Transferred Assets as provided in the Transaction Documents, or (ii) the payment to the Noteholders and any other party entitled thereto of the entire outstanding principal balance of the Notes, together with accrued interest thereon to the date of repayment, and all other amounts required to be paid to such parties or to which such parties are entitled pursuant to this Agreement, the Servicer Pooling Agreement and the Trustee created hereby other Transaction Documents, or (other than iii) at the obligation of the Trustee to make payments to Certificateholders as hereafter set forth) shall terminate, except with respect to the duties described time provided in Section 11.05 and subsections 2.04(c) and 12.03(b), on the Trust Termination Date9.02 below; provided, however, that in no event shall the Trust shall not terminate 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 specified in clause (i) of this Agreement of Rose Kennedy of the definition Commonwealth of “Trust Termination Date” if each Massachusetts; and provided, furxxxx, xxxx xhe rights to indemnification under Section 8.02 shall survive the termination of the Servicer and the Holder of the Transferor Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “Trust Extension”) shall specify the date on which the Trust shall terminate (such date, the “Extended Trust Termination Date”); provided, however, that the Extended Trust Termination Date shall be not later than March 31, 2031Trust. The Servicer shall promptly notify the Owner Trustee and the Holder Administrative Agent of any prospective termination pursuant to this Section 9.01. Except as provided in Section 9.02, the bankruptcy, liquidation, dissolution, termination, resignation, expulsion, withdrawal, death or incapacity of the Transferor Certificate mayEquity Certificateholder, on shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle such Equity Certificateholder's legal representatives or heirs to claim an accounting or to take any date following action or proceeding in any court for a partition or winding up of all or any part of the Trust Extensionor Trust Assets, so long as no Series nor (z) otherwise affect the rights, obligations and liabilities of Certificates is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Dateparties hereto. (b) All principal or interest with respect to any Series of Investor Certificates Except as provided in Section 9.01(a), neither the Trust Depositor nor the Equity Certificateholder shall be due entitled to revoke or terminate the Trust. (c) Promptly upon receipt of notice of final distribution on the Equity Certificate from the Servicer given pursuant to Section 10.01 of the Pooling Agreement, the Owner Trustee shall mail written notice to the Equity Certificateholder specifying (i) the Payment Date upon which final payment of the Equity Certificate shall be made upon presentation and payable no later surrender of Equity Certificate at the office of the Owner Trustee as therein specified, (ii) the amount of any such final payment, and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Equity Certificate at the office of the Owner Trustee therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Series Termination Owner Trustee) and the Paying Agent at the time such notice is given to Equity Certificateholder. Upon presentation and surrender of the Equity Certificate, the Owner Trustee shall cause to be distributed to Equity Certificateholder amounts distributable on such Payment Date with respect pursuant to such Series. Unless otherwise provided in a Supplement, in Section 5.02. (d) In the event that the Investor Interest Equity Certificateholder shall not surrender the Equity 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 Equity Certificateholder to surrender the Equity Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Equity 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 Equity Certificateholder concerning surrender of any Series of Certificates is greater than zero on its Series Termination Date (after giving effect to all transfersthe Equity Certificate, withdrawals, deposits and drawings to occur on such date and the payment cost thereof shall be paid out of principal the funds and other assets that remain subject to this Agreement. Any funds which are payable to the Equity Certificateholder remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Trust Depositor. (e) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be made on such Series on such date), canceled by filing a certificate of cancellation with the Trustee will sell or cause to be sold, and pay the proceeds first, to all Certificateholders Secretary of such Series pro rata and State in accordance with the priority for each Class within such Series as provided in the related Supplement, in final payment provisions of all principal of and accrued interest on such Series of Certificates, and second, as provided in the related Supplement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% Section 3810 of the sum of the Investor Interest of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but not more than the applicable Investor Percentage of Principal Receivables and the related Finance Charge Receivables on such date for suchBusiness Trust Statute.

Termination of Trust. (a) The Trust and the respective obligations and responsibilities of the TransferorSeller, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Receivables Purchasers and Certificateholders as hereafter hereinafter set forth) shall terminate, except with respect to the duties described in Section 11.05 Sections 7.4, 8.4 and subsections 2.04(c) 11.5 and 12.03(bsubsection 12.3(b), on the Trust Termination Date; provided, however, that the Trust shall not terminate on the date specified in clause (ib)(i) of the definition of “"Trust Termination Date” " if each of the Servicer and the Holder of the Transferor Exchangeable Seller Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five 5 Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “"Trust Extension”") shall specify the date on which the Trust shall terminate (such date, the “"Extended Trust Termination Date”"); provided, however, that the Extended Trust Termination Date shall be not later than March 31December 24, 20312025. The Servicer and the Holder of the Transferor Exchangeable Seller Certificate may, on any date following the Trust Extension, so long as no Certificate Series of Certificates is outstanding and no Receivables Purchase -95- 102 Interests are outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Date. (b) In the event that (i) the Trust has not terminated by the last Distribution Date occurring in the second month preceding the Trust Termination Date, and (ii) (A) the Investor Interest and, if applicable, the Enhancement Invested Amount of any Certificate Series or the Receivables Purchase Interest of any Receivables Purchase Series (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal on any Series of Certificates or with respect to any Receivables Purchase Interest to be made on the related Distribution Date during such month pursuant to Article IV, any Supplement or any Receivables Purchase Agreement) are greater than zero or (B) Loss Amounts allocated to any Series to the extent such amounts can be reimbursed pursuant to the related Supplement or Receivables Purchase Agreement remain unreimbursed, or (C) any party to a Supplement or Receivables Purchase Agreement is owed accrued interest, fees or expenses, the Servicer shall sell within 30 days after such Distribution Date all the Receivables. The proceeds of any sale shall be treated as Collections on the Receivables and shall be allocated and deposited in accordance with Article IV, each Supplement and each Receivables Purchase Agreement; provided, however, that the Trustee shall determine conclusively in its sole discretion the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During such thirty day period, the Servicer shall continue to collect payments on the Receivables and allocate and deposit such payments in accordance with the provisions of Article IV. (c) All principal or interest principal, interest, fees and expenses with respect to any Series of Investor Certificates shall be due and payable no later than the applicable Series Termination Date with respect to such SeriesDate. Unless otherwise provided in a SupplementSupplement or Receivables Purchase Agreement, in the event that the Investor Interest and, if applicable, the Enhancement Invested Amount of any Series of Certificates Certificate Series, or any Receivables Purchase Interest is greater than zero on its Series Termination Date (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal principal, interest and fees to be made on such Series on such date), the Trustee will sell or cause to be sold, and pay the proceeds first, to all Certificateholders of such Certificate Series or Receivables Purchasers of such Receivables Purchase Interest all pro rata and in accordance with the priority for each Class within such Series as provided in the related Supplement, in final payment of all principal of and accrued interest on such Series of CertificatesSeries, and second, as provided in all accrued and unpaid fees and expenses and unreimbursed Loss Amounts (to the extent such amounts can be reimbursed pursuant to the related SupplementSupplement or Receivables Purchase Agreement) under the related Supplement or Receivables Purchase Agreement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest of such Series plus and the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such SeriesAmount, if any, or the Receivables Purchase Interest of such Series at the close of business on such date (but not more than date; provided, that such amount shall include any unreimbursed Loss Amounts payable to such Certificateholders or Receivables Purchasers to the extent such amounts can be reimbursed pursuant to the related Supplement or Receivables Purchase Agreement. The Seller shall be permitted to purchase such Receivables in such case and shall have a right of first refusal with respect thereto. Any proceeds of such sale in excess of such principal, interest, fees and expenses and unreimbursed Loss Amounts paid, shall be paid to the -96- 103 Holder of the Exchangeable Seller Certificate. Upon such Series Termination Date with respect to the applicable Series, final payment of all amounts allocable to any Investor Percentage Certificates or, if applicable, Enhancement Invested Amounts of Principal such Certificate Series or Receivables and Purchase Interests of such Receivables Purchasers shall be made in the related Finance Charge Receivables on such date for suchmanner provided in Section 12.3.

Termination of Trust. Fund Upon Repurchase or -------------------------------------------- Liquidation of All Mortgage Loans. (a) The respective obligations and --------------------------------- responsibilities of the Transferor, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders as hereafter set forth) shall terminate, except with respect to the duties described forth in Section 11.05 and subsections 2.04(c) and 12.03(b7.02), shall terminate on the earlier of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Termination DateFund and the disposition of all REO Property and (ii) the sale of the property held by the Trust Fund in accordance with Section 7.01(b); provided, -------- however, that in no event shall the Trust shall not terminate Fund created hereby continue ------- beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's, living on the date specified in clause hereof, and (iii) the Latest Possible Maturity Date. Any termination of the definition of “Trust Termination Date” if each of the Servicer and the Holder of the Transferor Certificate notify the Trustee and each Credit Enhancement Provider Fund shall be carried out in writing, not later than five Business Days preceding such date, that they desire a manner so that the Trust not terminate on such date, which notice termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (such notice, a “Trust Extension”b) shall specify On any Distribution Date occurring after the date on which the Trust shall terminate (such dateaggregate Scheduled Principal Balance of the Mortgage Loans is less than 5% of the Cut-off Date Aggregate Principal Balance, the “Extended Depositor may cause the Trust Termination Date”); provided, however, that Fund to adopt a plan of complete liquidation pursuant to Section 7.03(a)(i) hereof to sell all of its property. The property of the Extended Trust Termination Date Fund shall be not later than March 31, 2031. The Servicer and sold at a price (the Holder "Termination Price") equal ----------------- to: (i) 100% of the Transferor Certificate may, unpaid principal balance of each Mortgage Loan on any date following the Trust Extension, so long as no Series day of Certificates is outstanding, deliver a notice in writing to such purchase plus interest accrued thereon at the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Date. (b) All principal or interest applicable Mortgage Rate with respect to any Series of Investor Certificates shall be due and payable no later than Mortgage Loan to the Series Termination Due Date with respect to such Series. Unless otherwise provided in a Supplement, in the event that Due Period immediately preceding the Investor Interest related Distribution Date to the date of such repurchase and (ii) the fair market value of any Series of Certificates is greater than zero on its Series Termination Date (after giving effect REO Property and any other property held by any REMIC, such fair market value to all transfers, withdrawals, deposits and drawings to occur on such date be determined by an appraiser or appraisers mutually agreed upon by the Servicer and the payment of principal to be made on such Series on such date), the Trustee will sell or cause to be sold, and pay the proceeds first, to all Certificateholders of such Series pro rata and in accordance with the priority for each Class within such Series as provided in the related Supplement, in final payment of all principal of and accrued interest on such Series of Certificates, and second, as provided in the related Supplement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but not more than the applicable Investor Percentage of Principal Receivables and the related Finance Charge Receivables on such date for suchTrustee.

Termination of Trust. (a) The respective obligations and responsibilities of the Transferor, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders as hereafter set forth) shall terminate, except with respect to the duties described in Section 11.05 8.4 and subsections 2.04(c) 11.5 and 12.03(bsubsection 12.3(b), on the Trust Termination Date; provided, however, that the Trust shall not terminate on the date specified in clause (i) of the definition of “"Trust Termination Date” " if each of the Servicer and the Holder of the Exchangeable Transferor Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “"Trust Extension”") shall specify the date on which the Trust shall terminate (such date, the “"Extended Trust Termination Date”"); provided, however, that the Extended Trust Termination Date shall be not later than March 31June 29, 20312034. The Servicer and the Holder of the Exchangeable Transferor Certificate may, on any date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Date. (b) In the event that (i) the Trust has not terminated by the Distribution Date occurring in the second month preceding the Trust Termination Date, and (ii) the Invested Amount of any Series, exclusive of any Transferor Retained Class (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal on any Series of Certificates to be made on the related Distribution Date during such month pursuant to Article IV), would be greater than zero, the Servicer shall sell within 30 days after such Transfer Date an amount of Receivables up to the remaining Invested Amount if it can do so in a commercially reasonable manner. The Servicer shall notify each Enhancement Provider of the proposed sale of the Receivables and shall provide each Enhancement Provider an opportunity to bid on the Receivables. The Transferor shall have the right of first refusal to purchase the Receivables on terms equivalent to the best purchase offer as determined by the Trustee in its sole discretion. The proceeds of any such sale shall be treated as Collections on the Receivables and shall be allocated and deposited in accordance with Article IV; provided, however, that the Trustee shall determine conclusively in its sole discretion the amount of such proceeds which are allocable to Imputed Yield Collections and the amount of such proceeds which are allocable to Principal Collections. During such thirty-day period, the Servicer shall continue to collect payments on the Receivables and allocate and deposit such payments in accordance with the provisions of Article IV. (c) All principal or interest with respect to any Series of Investor Certificates shall be due and payable no later than the Series Termination Date with respect to such Series. Unless otherwise provided in a Supplement, in the event that the Investor Interest Invested Amount of any Series of Certificates is greater than zero zero, exclusive of any Class held by the Transferor, on its Series Termination Date (the "Affected Series"), after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal to be made on such Series on such date), and the Trustee will sell or cause to be sold, and the Trustee will pay the proceeds first, to all Certificateholders of such Series pro rata and in accordance with the priority for each Class within such Series as provided in the related Supplement, in final payment of all principal of and accrued interest on such Series of CertificatesCertificates or, and secondif any Class of such Series is subordinated, as provided in the related Supplementorder of their respective seniorities, an amount of Principal Receivables and the related Finance Charge Imputed Yield Receivables (or interests therein) up to 110% of the sum of the Investor Interest Invested Amount of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but the amount of such Principal Receivables not to be more than an amount of Receivables equal to the applicable Investor Percentage sum of (1) the product of (A) the Transferor Percentage, (B) the aggregate outstanding Principal Receivables and (C) a fraction the related Finance Charge Receivables numerator of which is the Invested Amount of such Series on such date and the denominator of which is the sum of the Invested Amounts of all Series on such Date and (2) the Invested Amount of such Series). Receivables on which the Obligor has not made the full monthly payment for suchthe prior months shall be deemed to be in default for purposes of this Section 12.1(c) to the extent that the cash allocated to any Class of Transferor Retained Certificates of such Series pursuant to a sale under Section 12.1(c) is less than the amount that would have been allocated to the Exchangeable Transferor Certificate and the Transferor Retained Certificates had the proceeds from such sale been allocated pursuant to Section

Termination of Trust. (a) The Trust and the respective obligations and responsibilities of the TransferorSeller, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Receivables Purchasers and Certificateholders as hereafter hereinafter set forth) shall terminate, except with respect to the duties described in Section 11.05 Sections 7.4, 8.4 and subsections 2.04(c) 11.5 and 12.03(bsubsection 12.3(b), on the Trust Termination Date; provided, however, that the Trust shall not terminate on the date specified in clause (ib)(i) of the definition of “Trust Termination Date” if each of the Servicer and the Holder of the Transferor Exchangeable Seller Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five 5 Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “Trust Extension”) shall specify the date on which the Trust shall terminate (such date, the “Extended Trust Termination Date”); provided, however, that the Extended Trust Termination Date shall be not later than March 31December 24, 20312007. The Servicer and the Holder of the Transferor Exchangeable Seller Certificate may, on any date following the Trust Extension, so long as no Certificate Series of Certificates is outstanding and no Receivables Purchase Interests are outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Date. (b) In the event that (i) the Trust has not terminated by the last Distribution Date occurring in the second month preceding the Trust Termination Date, and (ii) (A) the Investor Interest and, if applicable, the Enhancement Invested Amount of any Certificate Series or the Receivables Purchase Interest of any Receivables Purchase Series (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal on any Series of Certificates or with respect to any Receivables Purchase Interest to be made on the related Distribution Date during such month pursuant to Article IV, any Supplement or any Receivables Purchase Agreement) are greater than zero or (B) Loss Amounts allocated to any Series to the extent such amounts can be reimbursed pursuant to the related Supplement or Receivables Purchase Agreement remain unreimbursed, or (C) any party to a Supplement or Receivables Purchase Agreement is owed accrued interest, fees or expenses, the Servicer shall sell within 30 days after such Distribution Date all the Receivables. The proceeds of any sale shall be treated as Collections on the Receivables and shall be allocated and deposited in accordance with Article IV, each Supplement and each Receivables Purchase Agreement; provided, however, that the Trustee shall determine conclusively in its sole discretion the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During such thirty day period, the Servicer shall continue to collect payments on the Receivables and allocate and deposit such payments in accordance with the provisions of Article IV. (c) All principal or interest principal, interest, fees and expenses with respect to any Series of Investor Certificates shall be due and payable no later than the applicable Series Termination Date with respect to such SeriesDate. Unless otherwise provided in a SupplementSupplement or Receivables Purchase Agreement, in the event that the Investor Interest and, if applicable, the Enhancement Invested Amount of any Series of Certificates Certificate Series, or any Receivables Purchase Interest is greater than zero on its Series Termination Date (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal principal, interest and fees to be made on such Series on such date), the Trustee will sell or cause to be sold, and pay the proceeds first, to all Certificateholders of such Certificate Series or Receivables Purchasers of such Receivables Purchase Interest all pro rata and in accordance with the priority for each Class within such Series as provided in the related Supplement, in final payment of all principal of and accrued interest on such Series of CertificatesSeries, and second, as provided in all accrued and unpaid fees and expenses and unreimbursed Loss Amounts (to the extent such amounts can be reimbursed pursuant to the related SupplementSupplement or Receivables Purchase Agreement) under the related Supplement or Receivables Purchase Agreement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest of such Series plus and the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such SeriesAmount, if any, or the Receivables Purchase Interest of such Series at the close of business on such date (but not more than date; provided, that such amount shall include any unreimbursed Loss Amounts payable to such Certificateholders or Receivables Purchasers to the extent such amounts can be reimbursed pursuant to the related Supplement or Receivables Purchase Agreement. The Seller shall be permitted to purchase such Receivables in such case and shall have a right of first refusal with respect thereto. Any proceeds of such sale in excess of such principal, interest, fees and expenses and unreimbursed Loss Amounts paid, shall be paid to the Holder of the Exchangeable Seller Certificate. Upon such Series Termination Date with respect to the applicable Series, final payment of all amounts allocable to any Investor Percentage Certificates or, if applicable, Enhancement Invested Amounts of Principal such Certificate Series or Receivables and Purchase Interests of such Receivables Purchasers shall be made in the related Finance Charge Receivables on such date for suchmanner provided in Section 12.3.

Termination of Trust. (a) The respective obligations and responsibilities of the Transferor, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders Holders as hereafter set forth) shall terminate, except with respect to the duties described in Section 11.05 11.5 and subsections 2.04(c2.4(c) and 12.03(b12.3(b), on the Trust Termination Date; provided, however, provided that the Trust shall not terminate on the date specified in clause (ia) of the definition of “"Trust Termination Date” " if each of the Servicer and the Holder of the Transferor Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “"Trust Extension”") shall specify the date on which the Trust shall terminate (such date, the “"Extended Trust Termination Date”"); provided, however, provided that the Extended Trust Termination Date shall be not later than March 31April 7, 20312020. The Servicer and the Holder of the Transferor Certificate may, may on any date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Date. (b) All principal or interest with respect to any Series of Investor Certificates shall be due and payable no later than the Series Termination Date with respect to such Series. Unless otherwise provided in a Supplement, in the event that the Investor Interest of any Series of Certificates is greater than zero on its Series Termination Date (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal to be made on such Series on such date), the Trustee will sell or cause to be sold, and pay the proceeds first, to all Certificateholders Holders of such Series pro rata and in accordance with the priority for each Class within such Series as provided in the related Supplement, in final payment of all principal of and accrued interest on such Series of Certificates, and second, as provided in the related Supplement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but not more than in no event in excess of the applicable Investor Percentage Percentages of Principal Receivables and the related Finance Charge Receivables on such date for suchdate). Trustee shall notify each Credit Enhancement Provider and each Rating Agency of the proposed sale of such Receivables and shall provide each Credit Enhancement Provider an opportunity to bid on such Receivables. Transferor shall be permitted to purchase such Receivables in such case and shall have a right of first refusal with respect thereto. Any proceeds of such sale in excess of such principal and interest paid shall be paid to Transferor. Upon such Series Termination Date with respect to the applicable Series of Certificates, final payment of all amounts allocable to any Investor Certificates of such Series shall be made in the manner provided in Section 12.3.

Termination of Trust. (a) The respective obligations and responsibilities of the Transferor, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders as hereafter set forth) shall terminate, except with respect to the duties described in Section 11.05 8.4 and subsections 2.04(c) 11.5 and 12.03(bsubsection 12.3(b), on the Trust Termination Date; provided, however, that the Trust shall not terminate on the date specified in clause (i) of the definition of “"Trust Termination Date” " if each of the Servicer and the Holder of the Exchangeable Transferor Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “"Trust Extension”") shall specify the date on which the Trust shall terminate (such date, the “"Extended Trust Termination Date”"); provided, however, that the Extended Trust Termination Date shall be not later than March 31the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, 2031the late Ambassador of the United States to the Court of St. Xxxxx, living on the date of this Agreement. The Servicer and the Holder of the Exchangeable Transferor Certificate may, on any date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Date. (b) In the event that (i) the Trust has not terminated by the Distribution Date occurring in the second month preceding the Trust Termination Date, and (ii) the Invested Amount of any Series (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal on any Series of Certificates to be made on the related Distribution Date during such month pursuant to Article IV) would be greater than zero or any amount shall be owed to any Enhancement Provider, the Servicer shall sell within 30 days after such Transfer Date all the Receivables if it can do so in a commercially reasonable manner. The Servicer shall notify each Enhancement Provider of the proposed sale of the Receivables and shall provide each Enhancement Provider an opportunity to bid on the Receivables. The Transferor shall have the right of first refusal to purchase the Receivables on terms equivalent to the best purchase offer as determined by the Trustee in its sole discretion. The proceeds of any such sale shall be treated as Collections on the Receivables and shall be allocated and deposited in accordance with Article IV; provided, however, that the Trustee shall determine conclusively in its sole discretion the amount of such proceeds which are allocable to Finance Charge Collections and the amount of such proceeds which are allocable to Collections of Principal Receivables. During such thirty-day period, the Servicer shall continue to collect payments on the Receivables and allocate and deposit such payments in accordance with the provisions of Article IV. (c) All principal or interest with respect to any Series of Investor Certificates shall be due and payable no later than the Series Termination Date with respect to such Series. Unless otherwise provided in a Supplement, in the event that the Investor Interest Invested Amount of any Series of Certificates is greater than zero on its Series Termination Date (the "Affected Series"), after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal to be made on such Series on such date), and the Trustee Servicer will sell or cause to be sold, and the Trustee upon written direction by the Servicer will pay the proceeds first, to all Certificateholders of such Series pro rata and in accordance with the priority for each Class within such Series as provided in the related Supplement, in final payment of all principal of and accrued interest on such Series of CertificatesCertificates or, and secondif any Class of such Series is subordinated, as provided in the related Supplementorder of their respective seniorities, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest Invested Amount of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but the amount of such Principal Receivables not to be more than an amount of Receivables equal to the applicable Investor Percentage sum of (1) the product of (A) the Transferor Percentage, (B) the aggregate outstanding Principal Receivables and (C) a fraction the related Finance Charge Receivables numerator of which is the Invested Amount of such Series on such date and the denominator of which is the sum of the Invested Amounts of all Series on such Date and (2) the Invested Amount of such Series). Receivables on which the Obligor has not made the full minimum payment for suchthe prior months shall be deemed to be in default for purposes of this Section 12.1(c) to the extent that the cash allocated to any Class of Transferor Retained Certificates of such Series pursuant to a sale under Section 12.1(c) is less than the amount that would have been allocated to the Exchangeable Transferor Certificate and the Transferor Retained Certificates had the proceeds from such sale been allocated pursuant to Section

Termination of Trust. (a) The respective obligations and responsibilities of the Transferor, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders as hereafter set forth) shall terminate, except with respect to the duties described in Section 11.05 8.4, Section 11.5 and subsections 2.04(c2.4(c) and 12.03(b12.3(b), on the Trust Termination Date; provided, however, that the Trust shall not terminate on the date specified in clause (i) of the definition of “"Trust Termination Date” " if each of the Servicer and the Holder of the Exchangeable Transferor Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “"Trust Extension”") shall specify the date on which the Trust shall terminate (such date, the “"Extended Trust Termination Date”"); provided, however, that the Extended Trust Termination Date shall be not later than March 31__________ __, 203120__. The Servicer and the Holder of the Exchangeable Transferor Certificate may, on any date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Date. (b) All principal or and interest with respect to any Series of Investor Certificates shall be due and payable no later than the Series Termination Date with respect to such Series. Unless otherwise provided in a Supplement, in the event that the Investor Interest Invested Amount of any Series of Certificates is greater than zero on its Series Termination Date (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal to be made on such Series on such date), the Trustee will sell or cause to be sold, and pay the proceeds first, to all Certificateholders of such Series pro rata and in accordance with the priority for each Class within such Series as provided in the related Supplement, in final payment of all principal of and accrued interest on such Series of Certificates, and second, as provided in the related Supplement, an amount 112 of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest Invested Amount of such Series plus the Enhancement Collateral Invested Amount or the Collateral Interest (if not included in the Investor InterestInvested Amount) of such Series, if any, at the close of business on such date (but not more than an amount of Receivables equal to the sum of (1) the product of (A) the Transferor Amount divided by the aggregate amount of Trust Principal Component plus any Excess Funding Amount, (B) the aggregate amount of the Trust Principal Component plus any Excess Funding Amount, and (C) a fraction the numerator of which is the applicable Investor Percentage with respect to Yield Collections and the denominator of Principal which is the sum of all Investor Percentages with respect to Yield Collections and (2) the Invested Amount of such Series plus the Collateral Invested Amount (if not included in the Invested Amount) of such Series). The Trustee shall notify each Enhancement Provider of the proposed sale of such Receivables and shall provide each Enhancement Provider an opportunity to bid on such Receivables. The Transferor shall be permitted to purchase such Receivables in such case and shall have a right of first refusal with respect thereto. Any proceeds of such sale in excess of such principal and interest paid and such other amounts paid pursuant to the related Finance Charge Receivables on Supplement shall be paid to the Holder of the Exchangeable Transferor Certificate. Upon such date for suchSeries Termination Date with respect to the applicable Series of Certificates, final payment of all amounts allocable to any Investor Certificates of such Series shall be made in the manner provided in Section 12.3.

Termination of Trust. (a) The Trust and the respective obligations and responsibilities of the TransferorServicing Advisor, the Servicer and the Trustee created hereby (other than the obligation of the Trustee Paying Agent to make payments to Certificateholders as hereafter set forth) shall terminate, except with respect to the obligations and duties described in Section 11.05 below and subsections 2.04(cSections 3.04 and 4.06, upon the earlier of (i) and 12.03(b)February 15, on 2006 (the "Final Trust Termination Date; provided, however, that ") and (ii) the Trust shall not terminate on day ---------------------------- following the date specified in clause (i) of the definition of “Trust Termination Date” if each of the Servicer and the Holder of the Transferor Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “Trust Extension”) shall specify the date Distribution Date on which the Trust shall terminate (such date, Pool Balance has been reduced to zero. If by the “Extended Trust Termination Date”); provided, however, that the Extended Final Trust Termination Date shall be not later than March 31, 2031. The Servicer and the Holder sum of the Transferor Certificate may, on any date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Date. (b) All principal or interest with respect to any Series of Investor Certificates shall be due and payable no later than the Series Termination Date with respect to such Series. Unless otherwise provided in a Supplement, in the event that the Investor Interest of any Series of Certificates is greater than zero on its Series Termination Date Principal Balance (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal any distributions to be made on such Series on such date)) is greater than zero, the Trustee Servicing Advisor will sell use its best efforts to sell, dispose of or cause to otherwise liquidate the Loans in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids. The proceeds of any such sale, disposition or liquidation of the Loans will be soldtreated as Loan Payments, and pay the proceeds first, to all Certificateholders of such Series pro rata and in accordance with the priority for each Class within such Series as provided will be immediately deposited in the related Supplement, Collection Account and will be distributed in the same manner as amounts on deposit in the Collection Account pursuant to Section 5.03. (a) the Final Distribution Date upon which final payment of the Certificates will be made at the office or agency of the Paying Agent therein designated, (b) the amount of any such final payment and (c) that the Record Date otherwise applicable to the Class B Certificates and such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Class B Certificates at the office or agency of the Paying Agent therein specified. In the event that all principal of the Class B Certificateholders shall not surrender their Class B Certificates for final payment and accrued interest cancellation within three months following the Final Distribution Date, the Paying Agent shall on such Series of Certificates, and second, as provided in the related Supplement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Seriesdate cause all funds, if any, at in the close Collection Account not distributed in final distribution to Class B Certificateholders to be withdrawn therefrom and credited to the remaining Class B Certificateholders by depositing such funds in a separate escrow account for the benefit of business on such date (but not more than the applicable Investor Percentage of Principal Receivables Class B Certificateholders, and the related Finance Charge Receivables Paying Agent shall give a second written notice to the remaining Class B Certificateholders to surrender their Class B Certificates for cancellation and receive the final distribution with respect thereto. If within three months after the second notice all the Class B Certificates shall not have been surrendered for cancellation, the Servicing Advisor may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Class B Certificateholders concerning surrender of their Class B Certificates, and the cost thereof shall be paid out of the funds on deposit in such date for suchescrow account.

Termination of Trust. (a) The If not earlier terminated pursuant to Section 9.3, the Trust and the respective obligations and responsibilities of the Transferor, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders or Purchasers as hereafter hereinafter set forthforth and the obligations of Servicer contained in Sections 11.11) shall terminate, except with respect to the duties and obligations described in Sections 3.9(c), 7.3, 8.4, 11.5, 12.2(b), 13.9, 13.15 and 13.16 upon the earliest to occur of (i) the day on which the Investor Certificateholders, the Purchasers and Trustee shall have been paid all amounts required to be paid to them pursuant to this Agreement and Trustee has disposed of all property held hereunder (including pursuant to Section 11.05 and subsections 2.04(c12.3) and 12.03(b), on (ii) the Trust Termination Date; provided, however, that day which is 21 years less one day after the Trust shall not terminate death of the officers and the last survivor of all the lineal descendants of every officer of the Trustee who are living on the date specified in clause (i) of the definition of “Trust Termination Date” if each of the Servicer and the Holder of the Transferor Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “Trust Extension”) shall specify the date on which the Trust shall terminate (such date, the “Extended Trust Termination Date”); provided, however, that the Extended Trust Termination Date shall be not later than March 31, 2031. The Servicer and the Holder of the Transferor Certificate may, on any date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Datehereof. (b) All Notwithstanding the foregoing, the last payment of the principal or of and interest with respect to on the Investor Certificates of any Series of Investor Certificates shall be due and payable no later than the Series Termination Final Scheduled Payment Date with respect to such for that Series. Unless otherwise provided in a SupplementIf, in on the event Distribution Date immediately prior to the Final Scheduled Payment Date for page 84 any Series, Servicer determines that the Investor Interest of any Invested Amount for the Series of Certificates is greater than zero on its Series Termination the applicable Final Scheduled Payment Date (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal to be made on such Series changes therein on such date)) will exceed zero, Servicer shall solicit bids for the Trustee will sell or cause to be sold, and pay the proceeds first, to all Certificateholders sale of such Series pro rata and in accordance with the priority for each Class within such Series as provided interests in the related Supplement, Transferred Assets in final payment of all principal of and accrued interest on such Series of Certificates, and second, as provided in the related Supplement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up equal to 110% of the sum Base Amount for the Series on the Final Scheduled Payment Date for the Series (after giving effect to all distributions required to be made on the Final Scheduled Payment Date for the Series), but in no event more than the Series Collection Allocation Percentage for that Series of the Investor Interest Receivables held by the Trust on that day. Transferor shall be entitled to participate in and to receive notice of each bid submitted in connection with the bidding process. Upon the expiration of the period, Servicer shall determine (x) the Highest Bid and (y) the Available Final Distribution Amount for the Series. Servicer shall sell the interests in the Transferred Assets on the Final Scheduled Payment Date for the applicable Series to the bidder with the Highest Bid and shall deposit the proceeds of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included sale in the Investor InterestMaster Collection Account for allocation (together with the Available Final Distribution Amount for such Series) to the Certificateholders of such Series, if any, at the close of business on such date (but not more than the applicable Investor Percentage of Principal Receivables and the related Finance Charge Receivables on such date for such.

Termination of Trust. (a) The respective obligations and responsibilities of the Transferor, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders as hereafter hereinafter set forth) shall terminate, except with respect to the duties described in Section 8.04 and 11.05 and subsections subsection 2.04(c) and 12.03(b), on the Trust Termination Date; provided, however, that the Trust shall not terminate on the date specified in clause (i) of the definition of “"Trust Termination Date” " if each of the Servicer and the Holder of the Exchangeable Transferor Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “"Trust Extension”") shall specify the date on which the Trust shall terminate (such date, the “"Extended Trust Termination Date”"); provided, however, that the Extended Trust Termination Date shall be not later than March 31August 1, 20312032. The Servicer and the Holder of the Exchangeable Transferor Certificate may, on any date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Date. (b) In the event that (i) the Trust has not terminated by the last Distribution Date occurring in the second month preceding the Trust Termination Date, and (ii) the Invested Amount of any Series (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal on any Series of Certificates to be made on the related Distribution Date during such month pursuant to Article IV) would be greater than zero, the Servicer shall sell within 30 days after such Transfer Date all the Receivables. The Servicer shall notify each Enhancement Provider of the proposed sale of the Receivables and shall provide each Enhancement Provider an opportunity to bid on the Receivables. None of the Transferor, any Affiliate of the Transferor or any agent of the Transferor shall be permitted to purchase such Receivables in such case. The proceeds of any such sale shall be treated as Collections on the Receivables and shall be allocated and deposited in accordance with Article IV; provided, however, that the Trustee shall determine conclusively in its sole discretion the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During such thirty-day period, the Servicer shall continue to collect payments on the Receivables and allocate and deposit such payments in accordance with the provisions of Article IV. (c) All principal or interest with respect to any Series of Investor Certificates shall be due and payable no later than the Series Termination Date with respect to such Series. Unless otherwise provided in a Supplement, in the event that the Investor Interest Invested Amount of any Series 95 of Certificates is greater than zero on its Series Termination Date (Date, after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal to be made on such Series on such date), the Trustee will sell or cause to be sold, and pay the proceeds first, to all Certificateholders of such Series pro rata and in accordance with the priority for each Class within such Series as provided in the related Supplement, in final payment of all principal of and accrued interest on such Series of Certificates, and second, as provided in the related Supplement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest Invested Amount of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but not more than an amount of Receivables equal to the applicable sum of (1) the product of (A) the Transferor Percentage, (B) the aggregate outstanding Principal Receivables and (C) a fraction the numerator of which is the related Investor Percentage of Principal Collections of Finance Charge Receivables and the related denominator of which is the sum of all Investor Percentages with respect to Collections of Finance Charge Receivables of all Series outstanding and (2) the Invested Amount of such Series). The Trustee shall notify each Enhancement Provider of the proposed sale of such Receivables and shall provide each Enhancement Provider an opportunity to bid on such date for suchReceivables. None of the Transferor, any Affiliate of the Transferor or any agent of the Transferor shall be permitted to purchase such Receivables in such case. Any proceeds of such sale in excess of such principal and interest paid shall be paid to the Holder of the Exchangeable Transferor Certificate. Upon such Series Termination Date with respect to the applicable Series of Certificates, final payment of all amounts allocable to any Investor Certificates of such Series shall be made in the manner provided in Section 12.03.

Termination of Trust. (a) The Trust and the respective obligations and responsibilities of the Transferor, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders as hereafter hereinafter set forth) shall terminate, except with respect to the duties described in Section Sections 7.04, 8.04, 11.05 and subsections 2.04(c) and 12.03(b), on the Trust Termination Date; providedPROVIDED, howeverHOWEVER, that the Trust shall not terminate on the date specified in clause (ib)(i) of the definition of “"Trust Termination Date” " if each of the Servicer and the Holder holder of the Exchangeable Transferor Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five 5 Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “Trust Extension”"TRUST EXTENSION") shall specify the date on which the Trust shall terminate (such date, the “Extended Trust Termination Date”"EXTENDED TRUST TERMINATION DATE"); providedPROVIDED, howeverHOWEVER, that the Extended Trust Termination Date shall be not later than March 31December 30, 20312017. The Servicer and the Holder holder of the Exchangeable Transferor Certificate may, on any date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Date.. POOLING AND SERVICING AGREEMENT 109 (b) In the event that (i) the Trust has not terminated by the last Distribution Date occurring in the second month preceding the Trust Termination Date, and (ii) (A) the Series Invested Amount and, if applicable, the Enhancement Invested Amount of any Series (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal on any Series of Certificates to be made on the related Distribution Date during such month pursuant to Article IV or any Supplement) are greater than zero or (B) Loss Amounts allocated to any Series to the extent such amounts can be reimbursed pursuant to the related Supplement remain unreimbursed, or (C) any party to a Supplement is owed accrued interest, fees or expenses, then the Servicer shall sell within 30 days after such Distribution Date all the Receivables. The proceeds of any sale shall be treated as Collections on the Receivables and shall be allocated and distributed in accordance with Article IV and each Supplement; PROVIDED, HOWEVER, that the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables shall be determined by the Servicer based on the average allocation of Collections as Collections of Finance Charge Receivables or as Collections of Principal Receivables with respect to each of the three Distribution Dates immediately preceding the date of such distribution, as evidenced by a certificate delivered by the Servicer to the Trustee. During such thirty day period, the Servicer shall continue to collect payments on the Receivables and allocate and deposit such payments in accordance with the provisions of Article IV. (c) All principal or interest principal, interest, fees and expenses with respect to any Series of Investor Certificates shall be due and payable no later than the applicable Series Termination Date with respect to such SeriesDate. Unless otherwise provided in a Supplement, in the event that the Investor Interest Series Invested Amount and, if applicable, the Enhancement Invested Amount of any Series of Certificates is greater than zero on its Series Termination Date (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal principal, interest and fees to be made on such Series on such date), the Trustee will sell or cause to be soldsold all the Receivables, and pay allocate and distribute all the proceeds first, to all Certificateholders of such Series pro rata and sale in accordance with Article IV and each Supplement. Any proceeds of such sale in excess of the priority for each Class within amounts described in the preceding sentence shall be paid to the holder of the Exchangeable Transferor Certificate. Upon such Series as provided in Termination Date with respect to the related Supplementapplicable Series, in final payment of all principal of and accrued interest on such Series of Certificatesamounts allocable to any Investor Certificates or, and secondif applicable, as provided in the related Supplement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest Enhancement Invested Amounts of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included shall be made in the Investor Interest) of such Series, if any, at the close of business on such date (but not more than the applicable Investor Percentage of Principal Receivables and the related Finance Charge Receivables on such date for suchmanner provided in Section 12.03.

Termination of Trust. (a) The Trust and the respective obligations and responsibilities of the TransferorCompany, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders Holders as hereafter set forth) shall terminate, except with respect to the duties described in Section 11.05 and subsections 2.04(c) and 12.03(b)any such obligations or responsibilities expressly stated to survive such termination, on the earliest of (i) the last day of the May, 2018 Settlement Period, (ii) at the option of the Master Servicer, at any time when the Aggregate Invested Amount is zero and no Variable Funding Certificates are then outstanding, (iii) following the occurrence of any of the Early Amortization Events specified in Section 7.01 of this Agreement, at any time when the Aggregate Invested Amount is zero and no Variable Funding Certificates are then outstanding and (iv) upon completion of distribution of the amounts referred to in Section 7.02 (b) (the "Trust Termination Date; provided, however, that the Trust shall not terminate on the date specified in clause (i) of the definition of “Trust Termination Date” if each of the Servicer and the Holder of the Transferor Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “Trust Extension”) shall specify the date on which the Trust shall terminate (such date, the “Extended Trust Termination Date”"); provided, however, that the Extended Trust Termination Date shall be not later than March 31, 2031. The Servicer and the Holder of the Transferor Certificate may, on any date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Date. (b) All principal or interest with respect to any Series of Investor Certificates shall be due and payable no later than If on the Series Distribution Date in the month immediately preceding the month in which the Trust Termination Date with respect to such Series. Unless otherwise provided in a Supplement, in the event that the Investor Interest of any Series of Certificates is greater than zero on its Series Termination Date occurs (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal on any Series of Investor Certificates to be made on such Series on such datethe related Distribution Date pursuant to Article III hereof), the Trustee will sell or cause to Invested Amount of any Series would be soldgreater than zero (as certified in writing by the Master Servicer), and pay the proceeds firstTrustee, to all at the written direction of Investor Certificateholders representing more than 50% of the Aggregate Invested Amount of such Series pro rata (or in the case of a Series having more than one Class of Investor Certificates, Investor Certificateholders representing more than 50% of the Invested Amount of each Class in such Series), shall make reasonable efforts to sell within 30 days of such Distribution Date all of the Receivables. Upon such direction the Trustee shall be entitled to engage an investment bank to carry out its obligation to sell Receivables pursuant to this Section 9.01 and the Trustee shall rely and shall be protected in acting or refraining from acting upon any advice from any investment bank hired pursuant to the terms of this Section 9.01(b) to the extent provided for in Section 8.01. The proceeds of such sale shall be treated as Collections on the Receivables and shall be allocated in accordance with Article III hereof. During such 30-day period, the Servicer shall continue to collect Collections on the Receivables and allocate Collections in accordance with the priority for each Class within provisions of Article III hereof. The reasonable costs and expenses incurred by the Trustee (including the commercially reasonable fees payable to any investment bank, if any) in such Series sale shall be reimbursable to the Trustee as provided in the related Supplement, in final payment of all principal of and accrued interest on such Series of Certificates, and second, as provided in the related Supplement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but not more than the applicable Investor Percentage of Principal Receivables and the related Finance Charge Receivables on such date for suchSection 8.05.

Termination of Trust. (a) The Subject to Section 7.4 and Section 8.4, the respective obligations and responsibilities of the Transferor, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders Holders as hereafter set forth) shall terminate, except with respect to the duties described in Section 11.05 11, Section 7.4 and Section 8.4 and subsections 2.04(c2.4(c) and 12.03(b12.3(b), on the Trust Termination Date; provided, however, provided that the Trust shall not terminate on the date specified in clause (ia) of the definition of “"Trust Termination Date” " if each of the Servicer and the Holder of the Transferor Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “"Trust Extension”") shall specify the date on which the Trust shall terminate (such date, the “"Extended Trust Termination Date”"); provided, however, provided that the Extended Trust Termination Date shall be not later than March 31April 7, 20312020. The Servicer and the Holder of the Transferor Certificate may, may on any date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider the Back-up Servicer changing the Extended Trust Termination Date. (b) All principal or interest with respect to any Series of Investor Certificates shall be due and payable no later than the Series Termination Date with respect to such Series. Unless otherwise provided in a Supplement, in the event that the Investor Interest of any Series of Certificates is greater than zero on its Series Termination Date (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal to be made on such Series on such date), the Trustee will sell or cause to be sold, and pay the proceeds first, to all Certificateholders Holders of such Series pro rata and in accordance with the priority for each Class within such Series as provided in the related Supplement, in final payment of all principal of and accrued interest on such Series of Certificates, and second, as provided in the related Supplement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but not more than in no event in excess of the applicable Investor Percentage Percentages of Principal Receivables and the related Finance Charge Receivables on such date for suchdate). Trustee shall notify each Credit Enhancement Provider and each Rating Agency of the proposed sale of such Receivables and shall provide each Credit Enhancement Provider an opportunity to bid on such Receivables. Transferor shall be permitted to purchase such Receivables in such case and shall have a right of first refusal with respect thereto. Any proceeds of such sale in excess of such principal and interest paid shall be paid to Transferor. Upon such Series Termination Date with respect to the applicable Series of Certificates, final payment of all amounts allocable to any Investor Certificates of such Series shall be made in the manner provided in Section 12.3.

Termination of Trust. (a) The respective obligations and responsibilities of the TransferorSeller, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders as hereafter set forth) shall terminate, except with respect to the duties described in Section Sections 8.04, 11.05 and subsections 2.04(c) and 12.03(b), on the Trust Termination DateBusiness Day after the day on which funds shall have been deposited in the Collection Account at the times and in the amounts provided for in this Agreement (including, without limitation, Sections 2.04, 12.01(b), 12.02 and Article IV hereof) sufficient to pay the Aggregate Invested Amount plus the Issuer Amount plus interest accrued at the applicable Certificate Rates or Issuer's Interest Rate through the last day of the month preceding the next Payment Date in full with respect to each Series of Certificates and the Variable Funding Certificate; provided, however, that in no event shall the Trust shall not terminate 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 specified in clause (i) of this Agreement, of Xxxxxx Xxxxxxx Xxxxxx Xxxx, former President of the definition United States of “America (the "Final Trust Termination Date” if each of the "). The Servicer and the Holder of the Transferor Certificate shall promptly notify the Trustee and each Credit Enhancement Provider of any prospective termination pursuant to this Section 12.01(a) ten days in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “Trust Extension”) shall specify the date on which the Trust shall terminate (such date, the “Extended Trust Termination Date”); provided, however, that the Extended Trust Termination Date shall be not later than March 31, 2031. The Servicer and the Holder of the Transferor Certificate may, on any date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Dateadvance. (b) All principal or interest with respect to any Series of Investor Certificates shall be due and payable no later than If on the Series Transfer Date in the month immediately preceding the month in which the Final Trust Termination Date with respect to such Series. Unless otherwise provided in a Supplement, in the event that the Investor Interest of any Series of Certificates is greater than zero on its Series Termination Date occurs (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal on the Variable Funding Certificate or any Series of Investor Certificates to be made on such the related Payment Date pursuant to Section 4.06) the sum of the Issuer Amount and Invested Amount of any Series on such date)would be greater than zero, the Trustee will Servicer on behalf of the Trust shall sell or cause to be sold, and pay the proceeds first, to all Certificateholders in a commercially reasonable manner within 30 days of such Series pro rata Transfer Date all of the Receivables and the Related Security. The proceeds of such sale, net of all reasonable expenses of the Trustee incurred in connection with such sale, which shall be paid to the Trustee from such proceeds, shall be treated as Collections of the Receivables and shall be allocated in accordance with Section 4.03. During such 30-day period, the Servicer shall continue to collect Collections on the Receivables and allocate such payments in accordance with the priority for each Class within such Series as provided in the related Supplement, in final payment provisions of all principal of and accrued interest on such Series of Certificates, and second, as provided in the related Supplement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but not more than the applicable Investor Percentage of Principal Receivables and the related Finance Charge Receivables on such date for suchSection 4.03.

Termination of Trust. (a) The respective obligations and responsibilities of the Transferor, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders as hereafter hereinafter set forth) shall terminate, except with respect to the duties described in Section 11.05 Sections 8.4 and 11.5 and subsections 2.04(c2.4(c) and 12.03(b12.3(b), on the Trust Termination Date; provided, -------- however, that the Trust shall not terminate on the date specified in clause (i) ------- of the definition of “"Trust Termination Date” " if each of the Servicer and the Holder of the Transferor Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “"Trust Extension”") shall --------------- specify the date on which the Trust shall terminate (such date, the “"Extended -------- Trust Termination Date”"); provided, however, that the Extended Trust Termination ---------------------- -------- ------- Date shall be not later than March 31the day prior to the expiration of 21 years after the death of the last survivor of the descendants living on the date of this Agreement of Xxxxxx X. Xxxxxxx, 2031the late ambassador of the United States of America to the Court of St. James's. The Servicer and the Holder of the Transferor Certificate may, on any date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Date. (b) All principal or interest with respect to any Series of Investor Certificates shall be due and payable no later than the Series Termination Date with respect to such Series. Unless otherwise provided in a Supplement, in the event that the Investor Interest of any Series of Certificates is greater than zero on its Series Termination Date (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal to be made on such Series on such date), the Trustee will sell or cause to be sold, and pay the proceeds first, to all Certificateholders of such ----- Series pro rata and in accordance with the priority for each Class within such Series as provided in the related Supplement, in final payment of all principal of and accrued interest on such Series of Certificates, and second, as provided in the related Supplement, ------ an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but not more than the applicable Investor Percentage an amount of Principal Receivables and the related Finance Charge Receivables equal to the sum of (1) the product of (A) the Transferor Percentage, (B) the aggregate amount of Principal Receivables in the Trust and (C) a fraction the numerator of which is the applicable Investor Percentage with respect to Finance Charge Receivables and the denominator of which is the sum of all Investor Percentages with respect to Finance Charge Receivables of all Series and (2) the Investor Interest of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series). The Trustee shall notify each Credit Enhancement Provider of the proposed sale of such Receivables and shall provide each Credit Enhancement Provider an opportunity to bid on such date for suchReceivables. The Transferor shall be permitted to purchase such Receivables in such case and shall have a right of first refusal with respect thereto. Any proceeds of such sale in excess of such principal and interest paid shall be paid to the Holder of the Transferor Certificate. Upon such Series Termination Date with respect to the applicable Series of Certificates, final payment of all amounts allocable to any Investor Certificates of such Series shall be made in the manner provided in Section 12.3.

Termination of Trust. (a) The Trust and the respective obligations and responsibilities of the TransferorSeller, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Receivables Purchasers and Certificateholders as hereafter hereinafter set forth) shall terminate, except with respect to the duties described in Section 11.05 Sections 7.4, 8.4 and subsections 2.04(c) 11.5 and 12.03(bsubsection 12.3(b), on the Trust Termination Date; provided, however, that the Trust shall not terminate on the date specified in clause (ib)(i) of the definition of “"Trust Termination Date” " if each of the Servicer and the Holder of the Transferor Exchangeable Seller Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five 5 Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “"Trust Extension”") shall specify the date on which the Trust shall terminate (such date, the “"Extended Trust Termination Date”"); provided, however, that the Extended Trust Termination Date shall be not later than March 31December 24, 20312025. The Servicer and the Holder of the Transferor Exchangeable Seller Certificate may, on any date following 102 the Trust Extension, so long as no Certificate Series of Certificates is outstanding and no Receivables Purchase Interests are outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Date. (b) In the event that (i) the Trust has not terminated by the last Distribution Date occurring in the second month preceding the Trust Termination Date, and (ii) (A) the Investor Interest and, if applicable, the Enhancement Invested Amount of any Certificate Series or the Receivables Purchase Interest of any Receivables Purchase Series (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal on any Series of Certificates or with respect to any Receivables Purchase Interest to be made on the related Distribution Date during such month pursuant to Article IV, any Supplement or any Receivables Purchase Agreement) are greater than zero or (B) Loss Amounts allocated to any Series to the extent such amounts can be reimbursed pursuant to the related Supplement or Receivables Purchase Agreement remain unreimbursed, or (C) any party to a Supplement or Receivables Purchase Agreement is owed accrued interest, fees or expenses, the Servicer shall sell within 30 days after such Distribution Date all the Receivables. The proceeds of any sale shall be treated as Collections on the Receivables and shall be allocated and deposited in accordance with Article IV, each Supplement and each Receivables Purchase Agreement; provided, however, that the Trustee shall determine conclusively in its sole discretion the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During such thirty day period, the Servicer shall continue to collect payments on the Receivables and allocate and deposit such payments in accordance with the provisions of Article IV. (c) All principal or interest principal, interest, fees and expenses with respect to any Series of Investor Certificates shall be due and payable no later than the applicable Series Termination Date with respect to such SeriesDate. Unless otherwise provided in a SupplementSupplement or Receivables Purchase Agreement, in the event that the Investor Interest and, if applicable, the Enhancement Invested Amount of any Series of Certificates Certificate Series, or any Receivables Purchase Interest is greater than zero on its Series Termination Date (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal principal, interest and fees to be made on such Series on such date), the Trustee will sell or cause to be sold, and pay the proceeds first, to all Certificateholders of such Certificate Series or Receivables Purchasers of such Receivables Purchase Interest all pro rata and in accordance with the priority for each Class within such Series as provided in the related Supplement, in final payment of all principal of and accrued interest on such Series of CertificatesSeries, and second, as provided in all accrued and unpaid fees and expenses and unreimbursed Loss Amounts (to the extent such amounts can be reimbursed pursuant to the related SupplementSupplement or Receivables Purchase Agreement) under the related Supplement or Receivables Purchase Agreement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest of such Series plus and the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such SeriesAmount, if any, or the Receivables Purchase Interest of such Series at the close of business on such date (but not more than date; provided, that such amount shall include any unreimbursed Loss Amounts payable to such Certificateholders or Receivables Purchasers to the extent such amounts can be reimbursed pursuant to the related Supplement or Receivables Purchase Agreement. The Seller shall be permitted to purchase such Receivables in such case and shall have a right of first refusal with respect thereto. Any proceeds of such sale in excess of such 103 principal, interest, fees and expenses and unreimbursed Loss Amounts paid, shall be paid to the Holder of the Exchangeable Seller Certificate. Upon such Series Termination Date with respect to the applicable Series, final payment of all amounts allocable to any Investor Percentage Certificates or, if applicable, Enhancement Invested Amounts of Principal such Certificate Series or Receivables and Purchase Interests of such Receivables Purchasers shall be made in the related Finance Charge Receivables on such date for suchmanner provided in Section 12.3.

Termination of Trust. (a) The Trust and the respective obligations and responsibilities of the Transferor, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders or Purchasers as hereafter hereinafter set forthforth and the obligations of Servicer contained in Sections 11.11) shall terminate, except with respect to the duties and obligations described in Sections 3.9(c), 7.3, 8.4, 11.5, 12.2(b), 13.9, 13.15 and 13.16 upon the earliest to occur of (i) the day on which the Investor Certificateholders, the Purchasers and Trustee shall have been paid all amounts required to be paid to them pursuant to this Agreement and Trustee has disposed of all property held hereunder (including pursuant to Section 11.05 and subsections 2.04(c12.3) and 12.03(b), on (ii) the Trust Termination Date; provided, however, that day which is 21 years less one day after the Trust shall not terminate death of the officers and the last survivor of all the lineal descendants of every officer of the Trustee who are living on the date specified in clause (i) of the definition of “Trust Termination Date” if each of the Servicer and the Holder of the Transferor Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “Trust Extension”) shall specify the date on which the Trust shall terminate (such date, the “Extended Trust Termination Date”); provided, however, that the Extended Trust Termination Date shall be not later than March 31, 2031. The Servicer and the Holder of the Transferor Certificate may, on any date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Datehereof. (b) All Notwithstanding the foregoing, the last payment of the principal or of and interest with respect to on the Investor Certificates of any Series of Investor Certificates shall be due and payable no later than the Series Termination Final Scheduled Payment Date with respect to such for that Series. Unless otherwise provided in a SupplementIf, in on the event Distribution Date immediately prior to the Final Scheduled Payment Date for any Series, Servicer determines that the Investor Interest of any Invested Amount for the Series of Certificates is greater than zero on its Series Termination the applicable Final Scheduled Payment Date (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal to be made on such Series changes therein on such date)) will exceed zero, Servicer shall solicit bids for the Trustee will sell or cause to be sold, and pay the proceeds first, to all Certificateholders sale of such Series pro rata and in accordance with the priority for each Class within such Series as provided interests in the related Supplement, Transferred Assets in final payment of all principal of and accrued interest on such Series of Certificates, and second, as provided in the related Supplement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up equal to 110% of the sum Base Amount for the Series on the Final Scheduled Payment Date for the Series (after giving effect to all distributions required to be made on the Final Scheduled Payment Date for the Series), but in no event more than the Series Collection Allocation Percentage for that Series of the Investor Interest aggregate Unpaid Balance of the Receivables on that day. Transferor shall be entitled to participate in and to receive notice of each bid submitted in connection with the bidding process. Upon the expiration of the bidding period, Servicer shall determine (x) the Highest Bid and (y) the Available Final Distribution Amount for the Series. Servicer shall sell the interests in the Transferred Assets on the Final Scheduled Payment Date for the applicable Series to the bidder with the Highest Bid and shall deposit the proceeds of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included sale in the Investor InterestMaster Collection Account for allocation (together with the Available Final Distribution Amount for such Series) to the Certificateholders of such Series. Notwithstanding the foregoing, if anyso long as Series 1998-1 is outstanding, at the close of business on such date (but not more than the applicable Investor Percentage of Principal Receivables interests in Tricon Assets shall be sold, and the related Finance Charge Receivables on such date proceeds thereof distributed, pursuant to this Section solely for suchthe benefit of Series 1998-1.

Termination of Trust. Fund Upon Repurchase or -------------------------------------------- Liquidation of All Mortgage Loans. (a) The respective obligations and --------------------------------- responsibilities of the Transferor, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders as hereafter set forth) shall terminate, except with respect to the duties described forth in Section 11.05 and subsections 2.04(c) and 12.03(b7.02), shall terminate on the earlier of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Termination DateFund and the disposition of all REO Property and (ii) the sale of the property held by the Trust Fund in accordance with Section 7.01(b); provided, -------- however, that in no event shall the Trust shall not terminate Fund created hereby continue ------- beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Coxxx xx Xx. Xxxxx's, living on the date specified in clause hereof, and (iii) the Latest Possible Maturity Date. Any termination of the definition of “Trust Termination Date” if each of the Servicer and the Holder of the Transferor Certificate notify the Trustee and each Credit Enhancement Provider Fund shall be carried out in writing, not later than five Business Days preceding such date, that they desire a manner so that the Trust not terminate on such date, which notice termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (such notice, a “Trust Extension”b) shall specify On any Distribution Date occurring after the date on which the Trust shall terminate (such dateaggregate Scheduled Principal Balance of the Mortgage Loans is less than 5% of the Cut-off Date Aggregate Principal Balance, the “Extended Depositor may cause the Trust Termination Date”); provided, however, that Fund to adopt a plan of complete liquidation pursuant to Section 7.03(a)(i) hereof to sell all of its property. The property of the Extended Trust Termination Date Fund shall be not later than March 31, 2031. The Servicer and sold at a price (the Holder "Termination Price") equal ----------------- to: (i) 100% of the Transferor Certificate may, unpaid principal balance of each Mortgage Loan on any date following the Trust Extension, so long as no Series day of Certificates is outstanding, deliver a notice in writing to such purchase plus interest accrued thereon at the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Date. (b) All principal or interest applicable Mortgage Rate with respect to any Series of Investor Certificates shall be due and payable no later than Mortgage Loan to the Series Termination Due Date with respect to such Series. Unless otherwise provided in a Supplement, in the event that Due Period immediately preceding the Investor Interest related Distribution Date to the date of such repurchase and (ii) the fair market value of any Series of Certificates is greater than zero on its Series Termination Date (after giving effect REO Property and any other property held by any REMIC, such fair market value to all transfers, withdrawals, deposits and drawings to occur on such date be determined by an appraiser or appraisers mutually agreed upon by the Servicer and the payment of principal to be made on such Series on such date), the Trustee will sell or cause to be sold, and pay the proceeds first, to all Certificateholders of such Series pro rata and in accordance with the priority for each Class within such Series as provided in the related Supplement, in final payment of all principal of and accrued interest on such Series of Certificates, and second, as provided in the related Supplement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but not more than the applicable Investor Percentage of Principal Receivables and the related Finance Charge Receivables on such date for suchTrustee.

Termination of Trust. (a) The respective obligations and responsibilities of the TransferorSection 28.1. Prior to a Change in Control, the Servicer and the Trustee created hereby (Company may not terminate this Trust for reasons other than the obligation of the Trustee to make payments to Certificateholders as hereafter set forth) shall terminate, except with respect to the duties described those provided in Section 11.05 and subsections 2.04(c(A) and 12.03(b)(B) below. Otherwise, on the this Trust Termination Date; providedshall be irrevocable. Removal or resignation of a Trustee pursuant to Section 24 shall not be deemed a termination of this Trust Agreement. A. This Trust will terminate if a federal court determines, howeverafter exhaustion of all appeals, that the Trust causes any of the Participating Plans to cease to be “unfunded” under the provisions of ERISA. B. The Company may terminate this Trust if the Company determines, based on advice of legal counsel satisfactory to the Trustee, that there is a significant risk that the Trust would cause any of the Participating Plans to be cease to be unfunded under ERISA prior to actual payment of any Supplemental Benefits. For purposes of this section, “significant risk” shall not terminate be based on the date specified in clause (i) judicial authority or opinion of the definition U.S. Department of “Trust Termination Date” if each of Labor, Treasury Department or Internal Revenue Service or (ii) a required amendment under ERISA or the Servicer and the Holder of the Transferor Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such dateInternal Revenue Code, which notice (such notice, a “Trust Extension”) shall specify the date on which the Trust shall terminate (such date, the “Extended Trust Termination Date”); provided, however, that the Extended Trust Termination Date shall be not later than March 31, 2031. The Servicer and the Holder of the Transferor Certificate may, on any date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice failure to amend could result in writing significant penalty to the Trustee and each Credit Enhancement Provider changing the Extended Company. If this Trust Termination Date. Agreement is terminated under (bA) All principal or interest with respect to any Series of Investor Certificates shall be due and payable no later than the Series Termination Date with respect to such Series. Unless otherwise provided in a Supplement, in the event that the Investor Interest of any Series of Certificates is greater than zero on its Series Termination Date (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal to be made on such Series on such dateB), the Trustee will sell or cause to Trust assets shall be solddistributed, and pay the proceeds first, to all Certificateholders of such Series pro rata and in accordance with the priority for each Class within Company’s written direction, as follows: (i) If the Company determines it is possible to create a new trust which does not result in a Trust Beneficiary’s constructive receipt of Supplemental Benefits under any Participating Plan or which will retain the Participating Plan’s status as “unfunded” under ERISA, Trust assets shall be transferred to the new trust. The terms of the new trust shall be similar in all other respects to this Trust. (ii) If the Company determines that it is not possible to create a new trust, then the assets shall be distributed according to the allocation to the Trust Beneficiaries under Section 12.1. When all payments which have or may become payable pursuant to the terms of this Trust have been made or the Trust has been exhausted pursuant to a termination of this Trust Agreement under (A) or (B) above prior to a Change in Control, the Trustee shall pay all remaining assets to the Company upon the Company’s certification of payments, subject to the Trustee’s right to reserve such Series amounts it reasonably determines to be necessary to pay outstanding and accrued charges against the Trust. Section 28.2. On and after the occurrence of a Change in Control, the Independent Plan Administrator may in its discretion direct the Trustee to terminate this Trust Agreement and in conjunction therewith the Independent Plan Administrator shall direct the Trustee as provided in to the related Supplementnames of the Trust Beneficiaries who are to receive payments and the time, in final amount and form of payment of all principal Supplemental Benefits and any remaining assets of the Trust, subject to the Trustee’s right to reserve such amounts the Trustee determines necessary for outstanding and accrued interest on such Series of Certificates, and second, as provided in charges against the related Supplement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but not more than the applicable Investor Percentage of Principal Receivables and the related Finance Charge Receivables on such date for suchTrust.

Termination of Trust. (a) The Trust and the respective obligations and responsibilities of the TransferorCompany, the Master Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders Holders as hereafter set forthforth and any indemnification obligations hereunder) shall terminate, except with respect to the duties described in Section 11.05 and subsections 2.04(c) and 12.03(b)any such obligations or responsibilities expressly stated to survive such termination, on the Trust Termination Date; provided, however, that the Trust shall not terminate on the date specified in clause earliest of (i) the last day of the definition of “Trust Termination Date” June 2021 Settlement Period, or if each such day is not a Business Day, the immediately preceding Business Day, (ii) at the option of the Servicer and Company, at any time when the Holder Aggregate Invested Amount is zero, (iii) following the occurrence of any of the Transferor Certificate notify Early Amortization Events specified in Section 7.01, at any time when the Trustee Aggregate Invested Amount is zero and each Credit Enhancement Provider (iv) upon completion of distribution of the amounts referred to in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice Section 7.02(b) (such notice, a “Trust Extension”) shall specify the date on which the Trust shall terminate (such date, the “Extended Trust Termination Date”); provided, however, that the Extended Trust Termination Date shall be not later than March 31, 2031. The Servicer and the Holder of the Transferor Certificate may, on any date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Date. (b) All principal or interest with respect to any Series of Investor Certificates shall be due and payable no later than If on the Series Distribution Date in the month immediately preceding the month in which the Trust Termination Date with respect to such Series. Unless otherwise provided in a Supplement, in the event that the Investor Interest of any Series of Certificates is greater than zero on its Series Termination Date occurs (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal on any Series of Investor Certificates to be made on such the related Distribution Date pursuant to Article III) the Invested Amount of any Series on such datewould be greater than zero (as certified in writing by the Master Servicer), the Trustee will Company as beneficial owner of the Receivables hereby authorizes the Trustee, at the written direction of the Master Servicer to make reasonable efforts to cause the Liquidation Servicer to sell or cause to be sold, and pay the proceeds first, to all Certificateholders within 30 days of such Series pro rata Distribution Date all of the Receivables; provided, however, that neither Huntsman International nor any of its Affiliates shall participate in any bidding in respect of the sale of the Receivables. The proceeds of such sale shall be treated as Collections on the Receivables and shall be allocated in accordance with Article III. During such 30-day period, the Master Servicer shall continue to collect Collections on the Receivables and allocate Collections in accordance with the priority for each Class within provisions of Article III. The reasonable costs and expenses incurred by the Trustee and the Liquidation Servicer in such Series sale shall be reimbursable to the Trustee and the Liquidation Servicer as provided in the related Supplement, in final payment of all principal of and accrued interest on such Series of Certificates, and second, as provided in the related Supplement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but not more than the applicable Investor Percentage of Principal Receivables and the related Finance Charge Receivables on such date for suchSection 8.05.

Termination of Trust. (a) The respective obligations and responsibilities of the Transferor, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders as hereafter set forth) shall terminate, except with respect to the duties described in Section 11.05 8.4 and subsections 2.04(c) 11.5 and 12.03(bsubsection 12.3(b), on the Trust Termination Date; provided, however, that the Trust shall not terminate on the date specified in clause (i) of the definition of “"Trust Termination Date” " if each of the Servicer and the Holder of the Exchangeable Transferor Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “"Trust Extension”") shall specify the date on which the Trust shall terminate (such date, the “"Extended Trust Termination Date”"); provided, however, that the Extended Trust Termination Date shall be not no later than March 31[Closing Date], 20312035. The Servicer and the Holder of the Exchangeable Transferor Certificate may, on any date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Date. (b) In the event that (i) the Trust has not terminated by the Distribution Date occurring in the second month preceding the Trust Termination Date, and (ii) the Invested Amount of any Series, exclusive of any Transferor Retained Class (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal on any Series of Certificates to be made on the related Distribution Date during such month pursuant to Article IV), would be greater than zero, the Servicer shall sell within 30 days after such Transfer Date an amount of Receivables up to the remaining Invested Amount if it can do so in a commercially reasonable manner. The Servicer shall notify each Enhancement Provider of the proposed sale of the Receivables and shall provide each Enhancement Provider an opportunity to bid on the Receivables. The Transferor shall have the right of first refusal to purchase the Receivables on terms equivalent to the best purchase offer as determined by the Trustee in its sole discretion. The proceeds of any such sale shall be treated as Collections on the Receivables and shall be allocated and deposited in accordance with Article IV; provided, however, that the Trustee shall determine conclusively in its sole discretion the amount of such proceeds which are allocable to Imputed Yield Collections and the amount of such proceeds which are allocable to Principal Collections. During such thirty-day period, the Servicer shall continue to collect payments on the Receivables and allocate and deposit such payments in accordance with the provisions of Article IV. (c) All principal or interest with respect to any Series of Investor Certificates shall be due and payable no later than the Series Termination Date with respect to such Series. Unless otherwise provided in a Supplement, in the event that the Investor Interest of any Series of Certificates is greater than zero on its Series Termination Date (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal to be made on such Series on such date), the Trustee will sell or cause to be sold, and pay the proceeds first, to all Certificateholders of such Series pro rata and in accordance with the priority for each Class within such Series as provided in the related Supplement, in final payment of all principal of and accrued interest on such Series of Certificates, and second, as provided in the related Supplement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but not more than the applicable Investor Percentage of Principal Receivables and the related Finance Charge Receivables on such date for suchwith

Termination of Trust. (a) The respective obligations and responsibilities of the Transferor, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders as hereafter hereinafter set forth) shall terminate, except with respect to the duties described in Section 8.04 and 11.05 and subsections subsection 2.04(c) and 12.03(b), on the Trust Termination Date; provided, however, that the Trust shall not terminate on the date specified in clause (i) of the definition of “Trust Termination Date” if each of the Servicer and the Holder of the Exchangeable Transferor Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “Trust Extension”) shall specify the date on which the Trust shall terminate (such date, the “Extended Trust Termination Date”); provided, however, that the Extended Trust Termination Date shall be not later than March 31August 1, 20312032. The Servicer and the Holder of the Exchangeable Transferor Certificate may, on any date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Date. (b) In the event that (i) the Trust has not terminated by the last Distribution Date occurring in the second month preceding the Trust Termination Date, and (ii) the Invested Amount of any Series (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal on any Series of Certificates to be made on the related Distribution Date during such month pursuant to Article IV) would be greater than zero, the Servicer shall sell within 30 days after such Transfer Date all the Receivables. The Servicer shall notify each Enhancement Provider of the proposed sale of the Receivables and shall provide each Enhancement Provider an opportunity to bid on the Receivables. None of the Transferor, any Affiliate of the Transferor or any agent of the Transferor shall be permitted to purchase such Receivables in such case. The proceeds of any such sale shall be treated as Collections on the Receivables and shall be allocated and deposited in accordance with Article IV; provided, however, that the Trustee shall determine conclusively in its sole discretion the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During such thirty-day period, the Servicer shall continue to collect payments on the Receivables and allocate and deposit such payments in accordance with the provisions of Article IV. (c) All principal or interest with respect to any Series of Investor Certificates shall be due and payable no later than the Series Termination Date with respect to such Series. Unless otherwise provided in a Supplement, in the event that the Investor Interest Invested Amount of any Series of Certificates is greater than zero on its Series Termination Date (Date, after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal to be made on such Series on such date), the Trustee will sell or cause to be sold, and pay the proceeds first, to all Certificateholders of such Series pro rata and in accordance with the priority for each Class within such Series as provided in the related Supplement, in final payment of all principal of and accrued interest on such Series of Certificates, and second, as provided in the related Supplement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest Invested Amount of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but not more than an amount of Receivables equal to the applicable sum of (1) the product of (A) the Transferor Percentage, (B) the aggregate outstanding Principal Receivables and (C) a fraction the numerator of which is the related Investor Percentage of Principal Collections of Finance Charge Receivables and the related denominator of which is the sum of all Investor Percentages with respect to Collections of Finance Charge Receivables of all Series outstanding and (2) the Invested Amount of such Series). The Trustee shall notify each Enhancement Provider of the proposed sale of such Receivables and shall provide each Enhancement Provider an opportunity to bid on such date for suchReceivables. None of the Transferor, any Affiliate of the Transferor or any agent of the Transferor shall be permitted to purchase such Receivables in such case. Any proceeds of such sale in excess of such principal and interest paid shall be paid to the Holder of the Exchangeable Transferor Certificate. Upon such Series Termination Date with respect to the applicable Series of Certificates, final payment of all amounts allocable to any Investor Certificates of such Series shall be made in the manner provided in Section 12.03.

Termination of Trust. (a) The respective obligations and responsibilities of the Transferor, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders Certificate holders as hereafter set forth) shall terminate, except with respect to the duties described in Section 8.04 and 11.05 and subsections subsection 2.04(c) and 12.03(b), on the Trust Termination Date; provided, however, that the Trust shall not terminate on the date specified in clause (i) of the definition of “"Trust Termination Date” " if each of the Servicer and the Holder of the Exchangeable Transferor Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five 5 Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “"Trust Extension”") shall specify the date on which the Trust shall terminate (such date, the “"Extended Trust Termination Date”"); provided, however, that the Extended Trust Termination Date shall be not later than March 31August 1, 20312032. The Servicer and the Holder of the Exchangeable Transferor Certificate may, on any date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Date. (b) In the event that (i) the Trust has not terminated by the last Distribution Date occurring in the second month preceding the Trust Termination Date, and (ii) the Invested Amount of any Series (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal on any Series of Certificates to be made on the related Distribution Date during such month pursuant to Article IV) would be greater than zero, the Servicer shall sell within 30 days after such Transfer Date all the Receivables. The Servicer shall notify each Enhancement Provider of the proposed sale of the Receivables and shall provide each Enhancement Provider an opportunity to bid on the Receivables. The Transferor shall have the right of first refusal to purchase the Receivables on terms equivalent to the best purchase offer as determined by the Trustee in its sole discretion. The proceeds of any such sale shall be treated as Collections on the Receivables and shall be allocated and deposited in accordance with Article IV; provided, however, that the Trustee shall determine conclusively in its sole discretion the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During such thirty-day period, the Servicer shall continue to collect payments on the Receivables and allocate and deposit such payments in accordance with the provisions of Article IV. (c) All principal or interest with respect to any Series of Investor Certificates shall be due and payable no later than the Series Termination Date with respect to such Series. Unless otherwise provided in a Supplement, in the event that the Investor Interest Invested Amount of any Series of Certificates is greater than zero on its Series Termination Date (Date, after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal to be made on such Series on such date), the Trustee will sell or cause to be sold, and pay the proceeds first, to all Certificateholders of such Series pro rata and in accordance with the priority for each Class within such Series as provided in the related Supplement, in final payment of all principal of and accrued interest on such Series of Certificates, and second, as provided in the related Supplement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest Invested Amount of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but not more than an amount of Receivables equal to the applicable sum of (1) the product of (A) the Transferor Percentage, (B) the aggregate outstanding Principal Receivables and (C) a fraction the numerator of which is the related Investor Percentage of Principal Collections of Finance Charge Receivables and the related denominator of which is the sum of all Investor Percentages with respect to Collections of Finance Charge Receivables of all Series outstanding and (2) the Invested Amount of such Series). The Trustee shall notify each Enhancement Provider of the proposed sale of such Receivables and shall provide each Enhancement Provider an opportunity to bid on such date for suchReceivables. The Transferor shall be permitted to purchase such Receivables in such case and shall have a right of first refusal with respect thereto. Any proceeds of such sale in excess of such principal and interest paid shall be paid to the Holder of the Exchangeable Transferor Certificate. Upon such Series Termination Date with respect to the applicable Series of Certificates, final payment of all amounts allocable to any Investor Certificates of such Series shall be made in the manner provided in Section 12.03.

Termination of Trust. (a) The respective obligations and responsibilities of the Transferor, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders as hereafter set forth) shall terminate, except with respect to the duties described in Section 11.05 and subsections 2.04(c) and 12.03(b), on the Trust Termination Date; provided, however, that the Trust shall not terminate on the date specified in clause (i) of the definition of “Trust Termination Date” if each of the Servicer Transferor and the Holder of the Transferor Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “Trust Extension”) shall specify the date on which the Trust shall terminate (such date, the “Extended Trust Termination Date”); provided, however, that the Extended Trust Termination Date shall be not later than March August 31, 20312034. The Servicer Transferor and the Holder of the Transferor Certificate may, on any date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Date. (b) All principal or interest with respect to any Series of Investor Certificates shall be due and payable no later than the Series Termination Date with respect to such Series. Unless otherwise provided in a Supplement, in the event that the Investor Interest of any Series of Certificates is greater than zero on its Series Termination Date (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal to be made on such Series on such date), the Trustee will sell or cause to be sold, and pay the proceeds first, to all Certificateholders of such Series pro rata and in accordance with the priority for each Class within such Series as provided in the related Supplement, in final payment of all principal of and accrued interest on such Series of Certificates, and second, as provided in the related Supplement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but not more than the applicable Investor Percentage of Principal Receivables and the related Finance Charge Receivables on such date for suchsuch Series). The Trustee shall notify each Credit Enhancement Provider of the proposed sale of such Receivables and shall provide each Credit Enhancement Provider an opportunity to bid on such Receivables. Neither the Transferor nor any Affiliate of the Transferor nor any agent of the Transferor shall be permitted to purchase such Receivables in such case. Any proceeds of such sale in excess of such principal and interest paid and such other amounts paid pursuant to the related Supplement shall be paid to the Holder of the Transferor Certificate. Upon such Series Termination Date with respect to the applicable Series of Certificates, final payment of all amounts allocable to any Investor Certificates of such Series shall be made in the manner provided in Section 12.03. (c) The Trust shall not be terminated or revoked except in accordance with this Section 12.01. The dissolution, termination, bankruptcy, conservatorship, or receivership of the Transferor, the Servicer, or any Certificateholder shall not result in the termination or dissolution of the Trust.

Termination of Trust. (a) The respective obligations and responsibilities of the Transferor, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders as hereafter set forth) shall terminate, except with respect to the duties described in Section 11.05 and subsections 2.04(c) and 12.03(b), on the Trust Termination Date; provided, however, that the Trust shall not terminate on the date specified in clause (i) of the definition of “"Trust Termination Date” " if each of the Servicer Transferor and the Holder of the Transferor Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “"Trust Extension”") shall specify the date on which the Trust shall terminate (such date, the “"Extended Trust Termination Date”"); provided, however, that the Extended Trust Termination Date shall be not later than March August 31, 20312064. The Servicer Transferor and the Holder of the Transferor Certificate may, on any date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Date. (b) All principal or interest with respect to any Series of Investor Certificates shall be due and payable no later than the Series Termination Date with respect to such Series. Unless otherwise provided in a Supplement, in the event that the Investor Interest of any Series of Certificates is greater than zero on its Series Termination Date (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal to be made on such Series on such date), the Trustee will sell or cause to be sold, and pay the proceeds first, to all Certificateholders of such Series pro rata and in accordance with the priority for each Class within such Series as provided in the related Supplement, in final payment of all principal of and accrued interest on such Series of Certificates, and second, as provided in the related Supplement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but not more than the applicable Investor Percentage of Principal Receivables and the related Finance Charge Receivables on such date for suchsuch Series). The Trustee shall notify each Credit Enhancement Provider of the proposed sale of such Receivables and shall provide each Credit Enhancement Provider an opportunity to bid on such Receivables. Neither the Transferor nor any Affiliate of the Transferor nor any agent of the Transferor shall be permitted to purchase such Receivables in such case. Any proceeds of such sale in excess of such principal and interest paid and such other amounts paid pursuant to the related Supplement shall be paid to the Holder of the Transferor Certificate. Upon such Series Termination Date with respect to the applicable Series of Certificates, final payment of all amounts allocable to any Investor Certificates of such Series shall be made in the manner provided in Section 12.03. (c) The Trust shall not be terminated or revoked except in accordance with this Section 12.01. The dissolution, termination, bankruptcy, conservatorship, or receivership of the Transferor, the Servicer, or any Certificateholder shall not result in the termination or dissolution of the Trust.

Termination of Trust. (a) The Trust and the respective obligations and responsibilities of the Transferor, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders as hereafter hereinafter set forth) shall terminate, except with respect to the duties described in Sections 7.4, 8.4 and 11.5 and Section 11.05 and subsections 2.04(c) and 12.03(b12.3(b), on the Trust Termination Date; provided, however, that the Trust shall not terminate on the date specified in clause (ib)(i) of the definition of “"Trust Termination Date” " if each of the Servicer and the Holder of the Exchangeable Transferor Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five 5 Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “"Trust Extension”") shall specify the date on which the Trust shall terminate (such date, the “"Extended Trust Termination Date”"); provided, however, that the Extended Trust Termination Date shall be not later than March 31December 24, 20312025. The Servicer and the Holder of the Exchangeable Transferor Certificate may, on any date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Date. . In the event that (bi) the Trust has not terminated by the last Distribution Date occurring in the second month preceding the Trust Termination Date, and (ii) (A) the Investor Interest and, if applicable, the Enhancement Invested Amount of any Series (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal on any Series of Certificates to be made on the related Distribution Date during such month pursuant to Article IV or any Supplement) are greater than zero or (B) Loss Amounts allocated to any Series to the extent such amounts can be reimbursed pursuant to the related Supplement remain unreimbursed, or (C) any party to a Supplement is owed accrued interest, fees or expenses, the Servicer shall sell within 30 days after such Distribution Date all the Receivables. The proceeds of any sale shall be treated as Collections on the Receivables and shall be allocated and deposited in accordance with Article IV and each Supplement. During such thirty day period, the Servicer shall continue to collect payments on the Receivables and allocate and deposit such payments in accordance with the provisions of Article IV. All principal or interest principal, interest, fees and expenses with respect to any Series of Investor Certificates shall be due and payable no later than the applicable Series Termination Date with respect to such SeriesDate. Unless otherwise provided in a Supplement, in the event that the Investor Interest and, if applicable, the Enhancement Invested Amount of any Series of Certificates is greater than zero on its Series Termination Date (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal principal, interest and fees to be made on such Series on such date), the Trustee will sell or cause to be sold, and pay the proceeds first, to all Certificateholders of such Series all pro rata and in accordance with the priority for each Class within such Series as provided in the related Supplement, in final payment of all principal of and accrued interest on such Series of CertificatesSeries, and second, as provided in all accrued and unpaid fees and expenses and unreimbursed Loss Amounts (to the extent such amounts can be reimbursed pursuant to the related Supplement) under the related Supplement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest of such Series plus and the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such SeriesAmount, if any, of such Series at the close of business on such date (but not more than date; provided, that such amount shall include any unreimbursed Loss Amounts payable to such Certificateholders to the extent such amounts can be reimbursed pursuant to the related Supplement. The Transferor shall be permitted to purchase such Receivables in such case and shall have a right of first refusal with respect thereto. Any proceeds of such sale in excess of such principal, interest, fees and expenses and unreimbursed Loss Amounts paid, shall be paid to the Holder of the Exchangeable Transferor Certificate. Upon such Series Termination Date with respect to the applicable Series, final payment of all amounts allocable to any Investor Percentage Certificates or, if applicable, Enhancement Invested Amounts of Principal Receivables and such Series shall be made in the related Finance Charge Receivables on such date for suchmanner provided in Section 12.3.

Termination of Trust. (a) The respective obligations and responsibilities of the Transferor, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders Securityholders as hereafter set forth) shall terminate, except with respect to the duties described in Section 11.05 Sections 7.4, 8.4 and subsections 2.04(c) 11.5 and 12.03(bsubsection 12.3(b), on the Trust Termination Date; provided, however, that the Trust shall not terminate on the date specified in clause (i) of the definition of “"Trust Termination Date” " if each of the Servicer Transferor and the Holder of the Exchangeable Transferor Certificate Security notify the Trustee and each Credit Enhancement Provider the Servicer in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “"Trust Extension”") shall specify the date on which the Trust shall terminate (such date, the “"Extended Trust Termination Date”"); provided, however, that the Extended Trust Termination Date shall be not later than March 31May 26, 20312095. The Servicer Transferor and the Holder of the Exchangeable Transferor Certificate Security may, on any date following the Trust Extension, so long as no Series of Certificates Securities is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider the Servicer changing the Extended Trust Termination Date. (b) In the event that (i) the Trust has not terminated by the Distribution Date occurring in the second month preceding the Trust Termination Date, and (ii) the Invested Amount of any Series, exclusive of any Transferor Retained Class (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal on any Series of Securities to be made on the related Distribution Date during such month pursuant to Article IV), would be greater than zero, the Servicer shall sell within 30 days after such Transfer Date an amount of Receivables up to the remaining Invested Amount if it can do so in a commercially reasonable manner. The Servicer shall notify the Transferor and each Enhancement Provider of the proposed sale of the Receivables and shall provide each Enhancement Provider an opportunity to bid on the Receivables. The Transferor shall have the right of first refusal to purchase the Receivables on terms equivalent to the best purchase offer as determined by the Trustee in its sole discretion. The proceeds of any such sale shall be treated as Collections on the Receivables and shall be allocated and deposited in accordance with Article IV; provided, however, that the Trustee shall determine conclusively in its sole discretion the amount of such proceeds which are allocable to Finance Charge Collections and the amount of such proceeds which are allocable to Principal Collections. During such thirty-day period, the Servicer shall continue to collect payments on the Receivables and allocate and deposit such payments in accordance with the provisions of Article IV. (c) All principal or interest with respect to any Series of Investor Certificates Securities shall be due and payable no later than the Series Termination Date with respect to such Series. Unless otherwise provided in a Supplement, in the event that the Investor Interest Invested Amount of any Series of Certificates Securities is greater than zero zero, exclusive of any Class held by the Transferor, on its Series Termination Date (the "Affected Series"), after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal to be made on such Series on such date), the Trustee will sell or cause to be sold, and the Trustee will pay the proceeds first, to all Certificateholders Securityholders of such Series pro rata and in accordance with the priority for each Class within such Series as provided in the related Supplement, in final payment of all principal of and accrued interest on such Series of CertificatesSecurities or, and secondif any Class of such Series is subordinated, as provided in the related Supplementorder of their respective seniorities, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest Invested Amount of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but the amount of such Principal Receivables not to be more than an amount of Receivables equal to the applicable Investor Percentage sum of (1) the product of (A) the Transferor Percentage, (B) the aggregate outstanding Principal Receivables and (C) a fraction the related Finance Charge Receivables numerator of which is the Invested Amount of such Series on such date and the denominator of which is the sum of the Invested Amounts of all Series on such Date and (2) the Invested Amount of such Series). Receivables on which the Obligor has not made the full monthly payment for suchthe prior months shall be deemed to be in default for purposes of this Section 12.1(c) to the extent that the cash allocated to any Class of Transferor Retained Securities of such Series pursuant to a sale under Section 12.1(c) is less than the amount that would have been allocated to the Holder of the Exchangeable Transferor Security and the Transferor Retained Securities had the proceeds from such sale been allocated pursuant to Section

Termination of Trust. (a) The respective obligations and responsibilities of the Transferor, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders as hereafter set forth) shall terminate, except with respect to the duties described in Section 11.05 and subsections 2.04(c) and 12.03(b), on the Trust Termination Date; provided, however, that the Trust shall not terminate on the date specified in clause (i) of the definition of “Trust Termination Date” if each of the Servicer and the Holder of the Transferor Certificate notify the Trustee and each Credit Enhancement Provider in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “Trust Extension”) shall specify the date on which the Trust shall terminate (such date, the “Extended Trust Termination Date”); provided, however, that the Extended Trust Termination Date shall be not later than March 31, 2031. The Servicer and the Holder of the Transferor Certificate may, on any date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice in writing to the Trustee and each Credit Enhancement Provider changing the Extended Trust Termination Date. (b) All principal or interest with respect to any Series of Investor Certificates shall be due and payable no later than the Series Termination Date with respect to such Series. Unless otherwise provided in a Supplement, in the event that the Investor Interest of any Series of Certificates is greater than zero on its Series Termination Date (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal to be made on such Series on such date), the Trustee will sell or cause to be sold, and pay the proceeds first, to all Certificateholders of such Series pro rata and in accordance with the priority for each Class within such Series as provided in the related Supplement, in final payment of all principal of and accrued interest on such Series of Certificates, and second, as provided in the related Supplement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) up to 110% of the sum of the Investor Interest of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but not more than the applicable Investor Percentage of Principal Receivables and the related Finance Charge Receivables on such date for suchsuch Series). The Trustee shall notify each Credit Enhancement Provider of the proposed sale of such Receivables and shall provide each Credit Enhancement Provider an opportunity to bid on such Receivables. Any proceeds of such sale in excess of such principal and interest paid and such other amounts paid pursuant to the related Supplement shall be paid to the Holder of the Transferor Certificate. Upon such Series Termination Date with respect to the applicable Series of Certificates, final payment of all amounts allocable to any Investor Certificates of such Series shall be made in the manner provided in Section 12.03.