Common use of Xxxxxxxxxxx Clause in Contracts

Xxxxxxxxxxx. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by providing notice of such termination to the Holders of all Receipts then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. If sixty (60) days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by providing notice of such termination to the Holders of all Receipts then outstanding at least thirty (30) days prior to the date fixed for such termination. On and after the date of termination of the Deposit Agreement, the Holder of a Receipt will, upon surrender of such Receipt at the Principal Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Paragraph (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth and subject always to the restrictions on withdrawal as may be in effect under the laws and regulations of the Republic of China, and upon payment of any applicable taxes or governmental charges, be entitled to Delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes or governmental charges or assessments). At any time after the expiration of six (6) months from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders whose Receipts have not theretofore been surrendered, such Holders thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts, the Deposited Securities and the ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case, the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes or governmental charges or assessments). Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except as set forth in the Deposit Agreement.

Xxxxxxxxxxx. (x) The Depositary shall, at any time at the written direction respective obligations and responsibilities of the CompanyDepositor, terminate the Deposit Agreement by providing notice of such termination Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate Administrator created hereby (other than (x) the obligation to make certain remittances to the Holders of all Receipts then outstanding at least thirty (30Companion Loan Holder(s) days prior to the date fixed extent of any remaining funds and in such notice for such termination. If sixty accordance with the Co-Lender Agreement, (60y) days the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties hereto) shall have expired after terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to this Article 10 following the later of (i) the Depositary shall have delivered to final payment on the Company a written notice of its election to resign, Certificates and the Uncertificated Lower-Tier Interests or (ii) the Company shall have delivered liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to the Depositary a written notice Mezzanine Intercreditor Agreement or this Agreement, as applicable) or the liquidation or abandonment of the removal Property and all other Collateral for the Trust Loan, provided, however, in no event shall the trust created hereby continue beyond the expiration of twenty-one years from the death of the Depositarylast survivor of the descendants of Xxxxxx X. Xxxxxxx, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and the late ambassador of the United States to the United Kingdom, living on the date hereof. (b) On the final Distribution Date, all amounts on deposit in the Deposit AgreementCollection Account and not otherwise payable to a person other than the Certificateholders, shall be applied as described in Section 4.1. (c) Notice of any termination, specifying the Depositary final Distribution Date (which shall be a date that would otherwise be a Distribution Date) upon which the Certificateholders of any Class may terminate the Deposit Agreement by providing notice of such termination surrender their Certificates to the Holders of all Receipts then outstanding at least thirty (30) days prior to the date fixed Certificate Administrator for such termination. On and after the date of termination of the Deposit Agreement, the Holder of a Receipt will, upon surrender of such Receipt at the Principal Office of the Depositary, upon the payment of the charges final distribution and cancellation, shall be given promptly by the Certificate Administrator by letter to Certificateholders mailed as soon as practicable specifying (A) the final Distribution Date upon which final payment of the Depositary for Certificates shall be made (in the case of the Certificates, upon presentation and surrender of Receipts referred to in Paragraph (2) hereof and in Certificates at the Deposit Agreement and subject to the conditions and restrictions therein set forth and subject always to the restrictions on withdrawal as may be in effect under the laws and regulations office or agency of the Republic of ChinaCertificate Administrator therein designated), and upon payment of any applicable taxes or governmental charges, be entitled to Delivery, to him or upon his order, of (B) the amount of Deposited Securities represented by any such Receipt. If any Receipts shall remain outstanding after final payment and (C) that, in the date of termination case of the Deposit AgreementCertificates, the Registrar thereafter shall discontinue the registration of transfers of ReceiptsRecord Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds surrender of the sale of any rights Certificates at the office or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges agency of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes or governmental charges or assessments). At any time after the expiration of six (6) months from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders whose Receipts have not theretofore been surrendered, such Holders thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts, the Deposited Securities and the ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case, the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes or governmental charges or assessments). Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except as set forth in the Deposit AgreementCertificate Administrator therein specified.

Xxxxxxxxxxx. The Depositary shallXx Guarantor shall exercise any rights that it may now have or hereafter acquire against any other Credit Party or any other guarantor or that arise from the existence, at payment, performance or enforcement of such Guarantor’s obligations under this Article 10, including, without limitation, any time at right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of Lender against any other Credit Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the written direction right to take or receive from any other Credit Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the CompanyGuaranteed Obligations and all other amounts payable under this Article 10 shall have been indefeasibly paid in full in cash and the Commitment has terminated; provided, terminate that no Guarantor shall have any rights hereunder against any Credit Party or any of its Subsidiaries if all or any portion of the Deposit Agreement by providing notice Guaranteed Obligations shall have been satisfied with proceeds from the exercise of remedies in respect of the Capital Securities of such termination Credit Party or Subsidiary pursuant to the Holders of all Receipts then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. If sixty (60) days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by providing notice of such termination to the Holders of all Receipts then outstanding at least thirty (30) days prior to the date fixed for such termination. On and after the date of termination of the Deposit Agreement, the Holder of a Receipt will, upon surrender of such Receipt at the Principal Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Paragraph (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth and subject always to the restrictions on withdrawal as may be in effect under the laws and regulations of the Republic of China, and upon payment of any applicable taxes or governmental charges, be entitled to Delivery, to him or upon his order, of the amount of Deposited Securities represented by such ReceiptCollateral Document. If any Receipts amount shall remain outstanding after the date of termination be paid to any Guarantor in violation of the Deposit Agreementimmediately preceding sentence, such amount shall be held in trust for the Registrar thereafter benefit of Lender and shall discontinue the registration of transfers of Receipts, forthwith be paid to Lender to be credited and the Depositary shall suspend the distribution of dividends applied to the Holders thereofGuaranteed Obligations and all other amounts payable under this Article 10, and shall not give any further notices whether matured or perform any further acts under the Deposit Agreementunmatured, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of this Credit Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article 10 thereafter arising. If (i) any Guarantor shall make payment to Lender of all or any part of the Deposit Agreement and any applicable taxes or governmental charges or assessments). At any time after the expiration of six Guaranteed Obligations, (6ii) months from the date of termination all of the Deposit AgreementGuaranteed Obligations and all other amounts payable under this Article 10 shall be paid in full in cash and (iii) the Commitment has terminated, the Depositary may sell the Deposited Securities then held hereunder Lender will, at such Guarantor’s request and may thereafter hold uninvested the net proceeds of any expense, execute and deliver to such sale, together with any other cash then held by it hereunder, in an unsegregated accountGuarantor appropriate documents, without liability for interest for recourse and without representation or warranty, reasonably necessary to evidence the pro rata benefit of the Holders whose Receipts have not theretofore been surrendered, such Holders thereupon becoming general creditors of the Depositary with respect transfer by subrogation to such net proceeds. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts, the Deposited Securities and the ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case, the charges Guarantor of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes or governmental charges or assessments). Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except as set forth an interest in the Deposit AgreementGuaranteed Obligations resulting from such payment by such Guarantor.

Xxxxxxxxxxx. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by providing distributing notice of such termination to the Holders Owners of all Receipts ADSs then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. If sixty ninety (6090) days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and and, in either case case, a successor depositary shall not have been appointed and accepted its appointment as provided herein and in Section 5.04 of the Deposit Agreement, the Depositary may terminate the Deposit Agreement by providing distributing notice of such termination to the Holders Owners of all Receipts ADSs then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. On and after the The date of so fixed for termination of the Deposit Agreement in any termination notice so distributed by the Depositary to the Owners of ADSs is referred to as the “Termination Date”. Until the Termination Date, the Depositary shall continue to perform all of its obligations under the Deposit Agreement, and the Holder of a Receipt will, upon surrender of such Receipt at the Principal Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Paragraph (2) hereof Owners and in the Deposit Agreement and subject to the conditions and restrictions therein set forth and subject always to the restrictions on withdrawal as may be in effect under the laws and regulations of the Republic of China, and upon payment of any applicable taxes or governmental charges, Beneficial Owners will be entitled to Delivery, to him or upon his order, all of their rights under the amount of Deposited Securities represented by such ReceiptDeposit Agreement. If any Receipts ADSs shall remain outstanding after the date of termination of the Deposit AgreementTermination Date, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend not, after the distribution of dividends Termination Date, have any obligation to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall shall, subject, in each case, to the terms and conditions of the Deposit Agreement, continue to (i) collect dividends and other distributions pertaining to Deposited Securities, shall (ii) sell rights as provided securities and other property received in the Deposit Agreementrespect of Deposited Securities, and shall continue to (iii) deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights securities or other property, in exchange for Receipts ADSs surrendered to the Depositary (after deducting, or charging, as the case may be, in each case case, the fees and charges of of, and expenses incurred by, the Depositary for the surrender of a ReceiptDepositary, any expenses and all applicable taxes or governmental charges for the account of the Holder Owners and Beneficial Owners, in accordance with each case upon the terms and conditions set forth in Section 5.09 of the Deposit Agreement Agreement), and any (iv) take such actions as may be required under applicable taxes or governmental charges or assessments)law in connection with its role as Depositary under the Deposit Agreement. At any time after the expiration of six (6) months from the date of termination of the Deposit AgreementTermination Date, the Depositary may sell the Deposited Securities then held hereunder under the Deposit Agreement and may thereafter shall after such sale hold uninvested un-invested the net proceeds of any such sale, together with any other cash then held by it hereunderunder the Deposit Agreement, in an unsegregated account, un-segregated account and without liability for interest interest, for the pro rata benefit of the Holders Owners whose Receipts ADSs have not theretofore been surrendered, such Holders thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts, the Deposited Securities and the ADSs, except (i) to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case, the fees and charges of of, and expenses incurred by, the Depositary for the surrender of a ReceiptDepositary, any expenses and all applicable taxes or governmental charges for the account of the Holder Owners and Beneficial Owners, in accordance with each case upon the terms and conditions set forth in Section 5.09 of the Deposit Agreement Agreement), and any applicable taxes or governmental charges or assessments). Upon (ii) as may be required at law in connection with the termination of the Deposit Agreement. After the Termination Date, the Company shall be discharged from all obligations under the Deposit Agreement, except for its obligations to the Depositary under Sections 5.08, 5.09 and 7.06 of the Deposit Agreement. The obligations under the terms of the Deposit Agreement of Owners and Beneficial Owners of ADSs outstanding as of the Termination Date shall survive the Termination Date and shall be discharged only when the applicable ADSs are presented by their Owners to the Depositary for cancellation under the terms of the Deposit Agreement (except as set forth specifically provided in the Deposit Agreement).

Xxxxxxxxxxx. The Upon the resignation or removal of the Depositary pursuant to the Deposit Agreement, the Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement and this ADR by providing mailing notice of such termination to the Holders of all Receipts then outstanding at least thirty (30) 30 days prior to the date fixed in such notice for such termination. If sixty (60) days shall have expired The Depositary may terminate the Deposit Agreement at its own initiative, after (i) the Depositary shall have delivered giving notice to the Company a written notice Holders as provided in the preceding sentence of its election to resignthis Paragraph (17), or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a if no successor depositary shall not have been appointed and accepted its appointment as provided herein and in Section 13 of the Deposit AgreementAgreement within 90 days from the date on which either the Depositary delivered to the Company written notice of its resignation or the Company delivered to the Depositary written notice of its removal as Depositary hereunder. After the date so fixed for termination, the Depositary may terminate the Deposit Agreement by providing notice of such termination to the Holders of all Receipts then outstanding at least thirty (30) days prior to the date fixed for such termination. On and after the date of termination of the Deposit Agreement, the Holder of a Receipt will, upon surrender of such Receipt at the Principal Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Paragraph (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth and subject always to the restrictions on withdrawal as may be in effect under the laws and regulations of the Republic of China, and upon payment of any applicable taxes or governmental charges, be entitled to Delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or its agents will perform any no further acts under the Deposit AgreementAgreement and this ADR, except that the Depositary shall continue to collect dividends receive and other hold (or sell) distributions pertaining to on Deposited Securities, shall sell rights as provided in the Deposit Agreement, Securities and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, Securities being withdrawn together with any dividends or other such distributions received with respect thereto on Deposited Securities (without liability for interest) and the any net proceeds of from the sale of any rights Rights or other property, in exchange without liability for Receipts surrendered to the Depositary (after deducting, or charginginterest, as the case Depositary may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes or governmental charges or assessments)reasonably effect. At any time As soon as practicable after the expiration of six (6) months from the date of termination of the Deposit Agreementso fixed for termination, the Depositary may shall sell the Deposited Securities then held hereunder and shall thereafter (as long as it may thereafter lawfully do so) hold uninvested in a segregated account the net proceeds of any such salesales, together with any other cash then held by it hereunder, in an unsegregated accountunder the Deposit Agreement, without liability for interest interest, in trust for the pro rata benefit of the Holders whose Receipts have of ADRs not theretofore been surrendered, such Holders thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, the Depositary shall be discharged from all obligations under in respect of the Deposit Agreement with respect to the Receipts, the Deposited Securities and the ADSsthis ADR, except to account for such net proceeds and other cash (after deducting, or charging, as cash. After the case may be, in each case, the charges of the Depositary date so fixed for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes or governmental charges or assessments). Upon the termination of the Deposit Agreementtermination, the Company shall be discharged from all obligations under the Deposit Agreement except as set forth in for its obligations to the Depositary and its agents under paragraph (7) hereof and Section 16 of the Deposit Agreement. Exhibit B No. of ADSs: _________________ _________________ Number Each ADS represents One Share CUSIP: DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York corporation, as depositary hereunder (the “Depositary”), hereby certifies that _____ is the registered owner (a “Holder”) of __ American Depositary Shares (“ADSs”), each (subject to paragraph (13)) representing one preference share, 5.0 euro par value (including the rights to receive Shares described in paragraph (1), “Shares” and, together with any other securities, cash or property from time to time held by the Depositary in respect or in lieu of deposited Shares, the “Deposited Securities”), of FIAT S.p.A., a corporation organized under the laws of the Republic of Italy (the “Company”) deposited under the Amended and Restated Deposit Agreement dated as of December 19, 2006 (as amended from time to time, the “Deposit Agreement”) among the Company, the Depositary and all Holders from time to time of American Depositary Receipts issued thereunder (“ADRs”), each of whom by accepting an ADR becomes a party thereto. The Deposit Agreement and this ADR (which includes the provisions set forth on the reverse hereof) shall be governed by and construed in accordance with the laws of the State of New York.

Xxxxxxxxxxx. XXX AUTO RECEIVABLES OWNER TRUST 1999-1 By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee Dated: By:______________________________________ (Reverse of Trust Certificate) The Depositary shallTrust Certificates do not represent an obligation of, at or an interest in, the Seller, the Servicer, the Transferor, the Depositor, the Owner Trustee or any time at Affiliates of any of them and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated herein or in the written direction Trust Agreement, the Indenture or the Basic Documents. In addition, this Trust Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of the Company, terminate the Deposit Agreement by providing notice of such termination payment to certain collections with respect to the Holders of Receivables, all Receipts then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. If sixty (60) days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided more specifically set forth herein and in the Deposit Sale and Servicing Agreement. The Trust Certificates are limited in right of payment to certain collections and recoveries respecting the Receivables, all as more specifically set forth in the Sale and Servicing Agreement. A copy of each of the Sale and Servicing Agreement and the Trust Agreement may be examined during normal business hours at the principal office of the Seller, and at such other places, if any, designated by the Seller, by any Certificateholder upon written request. The Trust Agreement permits, with certain exceptions therein provided, the Depositary may terminate amendment thereof and the Deposit modification of the rights and obligations of the Seller and the rights of the Certificateholders under the Trust Agreement at any time by providing notice the Seller and the Owner Trustee with the consent of the holders of the Notes and the Trust Certificates evidencing not less than a majority of the outstanding Notes and the Certificate Balance. Any such consent by the holder of this Trust Certificate shall be conclusive and binding on such holder and on all future holders of this Trust Certificate and of any Trust Certificate issued upon the transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such termination to consent is made upon this Trust Certificate. The Trust Agreement also permits the Holders of all Receipts then outstanding at least thirty (30) days prior to amendment thereof, in certain limited circumstances, without the date fixed for such termination. On and after the date of termination consent of the Deposit Agreement, the Holder holders of a Receipt will, upon surrender of such Receipt at the Principal Office any of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Paragraph (2) hereof and Trust Certificates. As provided in the Deposit Trust Agreement and subject to the conditions and restrictions certain limitations therein set forth and subject always forth, the transfer of this Trust Certificate is registerable in the Certificate Register upon surrender of this Trust Certificate for registration of transfer at the offices or agencies of the Certificate Registrar maintained by the Owner Trustee in the Borough of Manhattan, The City of New York, accompanied by a written instrument of transfer in form satisfactory to the restrictions on withdrawal as may Owner Trustee and the Certificate Registrar duly executed by the holder hereof or such holder's attorney duly authorized in writing, and thereupon one or more new Trust Certificates in authorized denominations evidencing the same aggregate interest in the Trust will be in effect issued to the designated transferee. The initial Certificate Registrar appointed under the laws and regulations of the Republic of ChinaTrust Agreement is Norwest Bank Minnesota, and upon payment of any applicable taxes or governmental charges, be entitled to Delivery, to him or upon his order, of the amount of Deposited Securities represented by such ReceiptNational Association. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights as As provided in the Deposit Trust Agreement and subject to certain limitations therein set forth, Trust Certificates are exchangeable for new Trust Certificates in authorized denominations evidencing the same aggregate denomination, as requested by the holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any Tax or governmental charge payable in connection therewith. The Owner Trustee, the Certificate Registrar and any agent of the Owner Trustee or the Certificate Registrar may treat the person in whose name this Trust Certificate is registered as the owner hereof for all purposes, and none of the Owner Trustee, the Certificate Registrar, nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Trust Agreement and the Trust created thereby shall terminate upon the payment to Certificateholders of all amounts required to be paid to them pursuant to the Trust Agreement and the Sale and Servicing Agreement and the disposition of all property held as part of the Trust. The Transferor may at its option purchase the corpus of the Trust at a price specified in the Sale and Servicing Agreement, and shall continue to deliver Deposited Securitiessuch purchase of the Receivables and other property of the Trust will effect early retirement of the Trust Certificates; however, such right of purchase is exercisable, subject to certain restrictions, only as of the conditions and restrictions set forth last day of any Monthly Period as of which the Pool Balance is 15% or less of the Original Pool Balance. The Trust Certificates may not be acquired by (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title 1 of ERISA, (b) a plan described in Section 4975(e) (l) of the Code or (c) any entity whose underlying assets include plan assets by reason of a plan's investment in the Deposit Agreemententity (each, together with any dividends or other distributions received with respect thereto a "Benefit Plan"). By accepting and holding this Trust Certificate, the net proceeds Holder hereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The recitals contained herein shall be taken as the statements of the sale of any rights Depositor, the Transferor or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or chargingServicer, as the case may be, in each case and the charges Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Certificate or of any Receivable or related document. Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Depositary for Owner Trustee, by manual or facsimile signature, this Certificate shall not entitle the surrender of a Receipt, holder hereof to any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes or governmental charges or assessments). At any time after the expiration of six (6) months from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders whose Receipts have not theretofore been surrendered, such Holders thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Trust Agreement with respect to or the Receipts, the Deposited Securities Sale and the ADSs, except to account Servicing Agreement or be valid for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case, the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes or governmental charges or assessments). Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except as set forth in the Deposit Agreementpurpose.

Xxxxxxxxxxx. The Depositary shall(x) Xxx Xxxxxxx xxx xx xxx xxxx xxxxxx xxxx 00 xxxx' xritten notice thereof to the Company or be removed with cause from the Trust upon 90 days' written notice thereof from the Company. Before such resignation or removal shall become effective, the Company shall appoint a successor Trustee by written instrument, one copy of which instrument shall be delivered to each of the resigning Trustee and the successor Trustee. If no successor Trustee shall have been so appointed and have accepted appointment within 90 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. (b) If at any time at the Trustee shall cease to be eligible with respect to the Trust in accordance with the provisions of Section 13 and shall fail to resign after written direction of request therefor by the Company, terminate or if at any time the Deposit Agreement by providing notice Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of such termination the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purposes of rehabilitation, conservation or liquidation, then the Company may remove the Trustee. In the event the Trustee demonstrates itself unwilling to fulfill its duties hereunder, the Holders of all Receipts then outstanding at least thirty (30) days prior to Company may remove the date fixed in such notice for such terminationTrustee. If sixty (60) days shall have expired after (i) the Depositary shall have delivered to Trustee is removed under the Company a written notice authority of its election to resigneither of the two immediately preceding sentences, or (ii) the Company shall have promptly appoint a successor Trustee (other than the outgoing Trustee) by written instrument, one copy of which instrument shall be delivered to the Depositary a written notice each of the removal of Trustee so removed and the Depositary, and in either case a successor depositary Trustee. If no successor Trustee shall not have been appointed and have accepted appointment within 90 days after a determination to remove the Trustee, the Trustee whose removal is sought may petition any court of competent jurisdiction for the appointment of a successor Trustee. (c) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 14 shall not become effective until acceptance of appointment by the successor Trustee and transfer of the Trust Property to the successor Trustee as provided in Section 14(d). (d) Any successor Trustee appointed as provided in this Section 14 shall execute, acknowledge and deliver to the Company and to its predecessor Trustee an instrument accepting such appointment under this Agreement and the transfer of the property of the Trust to such successor Trustee and thereupon the resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, without further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement and with like effect as if originally named as Trustee. The predecessor Trustee shall deliver or cause to be delivered to the successor Trustee or its designee the Securities, any other Trust Property and any related documents and statements held by it under this Agreement, and the Company and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Trustee all such rights, powers, duties and obligations. No successor Trustee shall accept appointment as provided herein and in this Section 14(d) unless at the Deposit Agreement, the Depositary may terminate the Deposit Agreement by providing notice time of such termination acceptance such successor Trustee is eligible under the provisions of Section 13. (e) The obligations of the Trustee hereunder and the Trust created by this Agreement shall terminate upon receipt by the Trustee of a written certification from the Company certifying that the Company has redeemed all of its outstanding preferred securities, provided, however, that in no event shall the Trust created by this Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph Kennedy, late Ambassador to the Holders Court of all Receipts then outstanding at least thirty St. Xxxxx (30) days prior to the date fixed for such termination. On and after Xxxxxxx), living on the date of this Agreemenx. Xxon a termination of the Deposit AgreementTrust pursuant to this Section 14(e), the Holder of a Receipt will, upon surrender of such Receipt at the Principal Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Paragraph (2) hereof and in the Deposit Agreement and subject Trustee shall transfer all Trust Property to the conditions and restrictions therein set forth and subject always to the restrictions on withdrawal as may be in effect under the laws and regulations of the Republic of China, and upon payment of any applicable taxes or governmental charges, be entitled to Delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes or governmental charges or assessments). At any time after the expiration of six (6) months from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders whose Receipts have not theretofore been surrendered, such Holders thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts, the Deposited Securities and the ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case, the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes or governmental charges or assessments). Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except as set forth in the Deposit AgreementCompany.

Xxxxxxxxxxx. XXX VEHICLE RECEIVABLES OWNER TRUST 2000-1 By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee Dated: By:_________________________________________ (Reverse of Trust Certificate) The Depositary shallTrust Certificates do not represent an obligation of, at or an interest in, the Seller, the Servicer, the Transferor, the Depositor, the Owner Trustee or any time at Affiliates of any of them and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated herein or in the written direction Trust Agreement, the Indenture or the Basic Documents. In addition, this Trust Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of the Company, terminate the Deposit Agreement by providing notice of such termination payment to certain collections with respect to the Holders of Receivables, all Receipts then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. If sixty (60) days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided more specifically set forth herein and in the Deposit Sale and Servicing Agreement. The Trust Certificates are limited in right of payment to certain collections and recoveries respecting the Receivables, all as more specifically set forth in the Sale and Servicing Agreement. A copy of each of the Sale and Servicing Agreement and the Trust Agreement may be examined during normal business hours at the principal office of the Seller, and at such other places, if any, designated by the Seller, by any Certificateholder upon written request. The Trust Agreement permits, with certain exceptions therein provided, the Depositary may terminate amendment thereof and the Deposit modification of the rights and obligations of the Seller and the rights of the Certificateholders under the Trust Agreement at any time by providing notice the Seller and the Owner Trustee with the consent of the holders of the Notes and the Trust Certificates evidencing not less than a majority of the outstanding Notes and the Certificate Balance. Any such consent by the holder of this Trust Certificate shall be conclusive and binding on such holder and on all future holders of this Trust Certificate and of any Trust Certificate issued upon the transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such termination to consent is made upon this Trust Certificate. The Trust Agreement also permits the Holders of all Receipts then outstanding at least thirty (30) days prior to amendment thereof, in certain limited circumstances, without the date fixed for such termination. On and after the date of termination consent of the Deposit Agreement, the Holder holders of a Receipt will, upon surrender of such Receipt at the Principal Office any of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Paragraph (2) hereof and Trust Certificates. As provided in the Deposit Trust Agreement and subject to the conditions and restrictions certain limitations therein set forth and subject always forth, the transfer of this Trust Certificate is registerable in the Certificate Register upon surrender of this Trust Certificate for registration of transfer at the offices or agencies of the Certificate Registrar maintained by the Owner Trustee in the Borough of Manhattan, The City of New York, accompanied by a written instrument of transfer in form satisfactory to the restrictions on withdrawal as may Owner Trustee and the Certificate Registrar duly executed by the holder hereof or such holder's attorney duly authorized in writing, and thereupon one or more new Trust Certificates in authorized denominations evidencing the same aggregate interest in the Trust will be in effect issued to the designated transferee. The initial Certificate Registrar appointed under the laws and regulations Trust Agreement is Norwest Bank Minnesota, National Association. The Class A Certificates are issuable only as registered Trust Certificates without coupons in denominations of the Republic of China, and upon payment of any applicable taxes $1,000 or governmental charges, be entitled to Delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders integral multiples thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, ; except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights as otherwise provided in the Deposit Trust Agreement. As provided in the Trust Agreement and subject to certain limitations therein set forth, Trust Certificates are exchangeable for new Trust Certificates in authorized denominations evidencing the same aggregate denomination, as requested by the holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any Tax or governmental charge payable in connection therewith. The Owner Trustee, the Certificate Registrar and any agent of the Owner Trustee or the Certificate Registrar may treat the person in whose name this Trust Certificate is registered as the owner hereof for all purposes, and none of the Owner Trustee, the Certificate Registrar, nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Trust Agreement and the Trust created thereby shall terminate upon the payment to Certificateholders of all amounts required to be paid to them pursuant to the Trust Agreement and the Sale and Servicing Agreement and the disposition of all property held as part of the Trust. The Transferor of the Receivables may at its option purchase the corpus of the Trust at a price specified in the Sale and Servicing Agreement, and shall continue to deliver Deposited Securitiessuch purchase of the Receivables and other property of the Trust will effect early retirement of the Trust Certificates; however, such right of purchase is exercisable, subject to certain restrictions, only as of the conditions and restrictions set forth last day of any Collection Period as of which the Pool Balance is 15% or less of the Original Pool Balance. The Trust Certificates may not be acquired by (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title 1 of ERISA, (b) a plan described in Section 4975(e) (l) of the Code or (c) any entity whose underlying assets include plan assets by reason of a plan's investment in the Deposit Agreemententity (each, together with any dividends or other distributions received with respect thereto a "Benefit Plan"). By accepting and holding this Trust Certificate, the net proceeds Holder hereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The recitals contained herein shall be taken as the statements of the sale of any rights Depositor or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or chargingServicer, as the case may be, and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Certificate or of any Receivable or related document. Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Owner Trustee, by manual or facsimile signature, this Certificate shall not entitle the holder hereof to any benefit under the Trust Agreement or the Sale and Servicing Agreement or be valid for any purpose. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ________________________________________________________________________________ (Please print or type name and address, including postal zip code, of assignee) the within Trust Certificate, and all rights thereunder, hereby irrevocably constituting and appointing ______________________________________________ Attorney to transfer said Trust Certificate on the books of the Trust Certificate Registrar, with full power of substitution in the premises. The undersigned has requested an exchange or transfer of this Certificate in the form of an equal principal amount of Certificates evidenced by one or more Definitive Certificates, to be delivered to the undersigned or, in the case of a transfer of such Certificate, to such Person as the undersigned instructs the Trustee. In connection with such request and in respect of the Certificates surrendered to the Trustee herewith for transfer (the "Surrendered Certificate"), the Holder of such Surrendered Certificates hereby certifies that the Surrendered Certificate is being transferred pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, the undersigned reasonably believes is purchasing the Surrendered Certificates for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is "qualified institutional buyer" within the meaning of Rule 144A, in each case in a transaction meeting the charges requirements of Rule 144 and the Surrendered Certificate is being transferred in compliance with any applicable blue sky or securities laws of any state of the Depositary United States or any other applicable jurisdiction. This certificate and the statements contained herein are made for the surrender of a Receipt, any expenses for the account benefit of the Holder Issuer and the Owner Trustee. The undersigned acknowledges that the Issuer and the Owner Trustee will rely upon the undersigned's confirmation, acknowledgements and agreements set forth herein, and the undersigned agrees to notify the Owner Trustee promptly in writing if any of the undersigned's representations or warranties herein ceases to be accurate and complete. Dated: * _______________________________________ Signature Guaranteed: * ______________ * NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Certificate in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Certificate Registrar, which requirements include membership or participation in STAMP or such other "signature guarantee program" as may be determined by the Certificate Registrar in addition to, or in substitution for, STAMP, all in accordance with the terms and conditions Securities Exchange Act of 1934, as amended. CLASS R ASSET BACKED CERTIFICATE 100% __________________________ ---- Percentage Registered Owner Interest No. R-001 SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFICATE IS TRANSFERABLE ONLY UPON COMPLIANCE WITH CERTAIN PROVISIONS OF A TRUST AGREEMENT BETWEEN PRUDENTIAL SECURITIES SECURED FINANCING CORPORATION AND WILMINGTON TRUST COMPANY (THE "TRUST AGREEMENT"). THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY SECURITIES LAWS, AND ISSUER HAS NOT BEEN REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED, AND PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE TRUST INDENTURE AND APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND TO "QUALIFIED INSTITUTIONAL BUYERS" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), AND SOLELY WITH RESPECT TO THE INITIAL OFFERING OF THE CERTIFICATES, TO INSTITUTIONAL "ACCREDITED INVESTORS" (AS DEFINED IN RULE 501(A) (1), (2), (3) OR (7) UNDER THE SECURITIES ACT) UPON DELIVERY OF A REPRESENTATION LETTER TO THE TRUSTEE. NO EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") AND NO OTHER PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR ANY ENTITY THE ASSETS OF WHICH CONSTITUTE OR ARE DEEMED FOR PURPOSES OF ERISA OR SECTION 4975 OF THE CODE TO CONSTITUTE THE ASSETS OF ANY SUCH PLAN, MAY PURCHASE THIS CERTIFICATE OR ANY INTEREST HEREIN, UNLESS SUCH PURCHASE AND THE HOLDING OF THIS CERTIFICATE OR SUCH INTEREST BY SUCH PLAN (OR ANY ENTITY THE ASSETS OF WHICH CONSTITUTE "PLAN ASSETS" OF ANY SUCH PLAN) IS SUBJECT TO A STATUTORY OR ADMINISTRATIVE EXEMPTION. ANY HOLDER HEREOF OR ANY INTEREST HEREIN THAT IS, OR IS ACTING ON BEHALF OF OR WITH "PLAN ASSETS" OF, AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE, AND WITH RESPECT TO WHICH THE TRUSTEE OR THE OWNER TRUSTEE IS A "PARTY IN INTEREST" OR A "DISQUALIFIED PERSON", BY PURCHASING THIS CERTIFICATE OR SUCH INTEREST REPRESENTS THAT ITS PURCHASE OF THIS CERTIFICATE OR SUCH INTEREST IS SUBJECT TO A STATUTORY OR ADMINISTRATIVE EXEMPTION FROM THE PROHIBITED TRANSACTION RULES OF ERISA AND SECTION 4975 OF THE CODE. EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF THE ISSUER THAT SUCH PURCHASER HAS NOT ACQUIRED NOR WILL IT SELL, TRADE, TRANSFER, ASSIGN, PARTICIPATE, PLEDGE, HYPOTHECATE, CAUSE TO BE MARKETED, OR OTHERWISE DISPOSE OF THIS CERTIFICATE (OR ANY INTEREST HEREIN) ON OR THROUGH (i) AN "ESTABLISHED SECURITIES MARKET" WITHIN THE MEANING OF SECTION 7704(B)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, INCLUDING, WITHOUT LIMITATION, AN OVER-THE- COUNTER-MARKET OR AN "INTERDEALER QUOTATION SYSTEM" THAT REGULARLY DISSEMINATES FIRM BUY OR SELL QUOTATIONS, OR (ii) A "SECONDARY MARKET (OR THE SUBSTANTIAL EQUIVALENT THEREOF)" WITHIN THE MEANING OF CODE SECTION 7704(B)(2). XXXXXXXXXXX.XXX VEHICLE RECEIVABLES OWNER TRUST 2000-1 CLASS R ASSET BACKED CERTIFICATE evidencing a beneficial ownership interest in certain distributions of the Deposit Agreement and any applicable taxes or governmental charges or assessments). At any time after the expiration of six (6) months from the date of termination of the Deposit AgreementTrust, as defined below, the Depositary may sell property of which includes a pool of motor vehicle loans secured by new or used automobiles, vans or light duty trucks and transferred to the Deposited Trust by Prudential Securities then held hereunder and may thereafter hold uninvested the net proceeds Secured Financing Corporation. (This Trust Certificate does not represent an interest in or obligation of any such salePeopleFirst Finance, together with any other cash then held by it hereunderLLC, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders whose Receipts have not theretofore been surrendered, such Holders thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such saleWilmington Trust Company, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts, the Deposited Securities and the ADSsOwner Trustee or any of their Affiliates, except to account for such net proceeds the extent described below.) THIS CERTIFIES THAT [_______________] is the registered owner of a beneficial ownership interest in certain distributions of XxxxxxXxxxx.xxx Vehicle Receivables Owner Trust 2000-1 (the "Trust") formed by Prudential Securities Secured Financing Corporation. OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Trust Certificates referred to in the within- mentioned Trust Agreement. WILMINGTON TRUST COMPANY, not in its WILMINGTON TRUST COMPANY, not in its individual capacity but solely as individual capacity but solely as Owner Trustee or Owner Trustee By ____________________, By_______________________________ Authenticating Agent By__________________________________ The Trust was created pursuant to a Trust Agreement dated as of June 1, 2000 (the "Trust Agreement"), between the Depositor and other cash (after deducting, or chargingWilmington Trust Company, as owner trustee (the case may be"Owner Trustee"), in each casea summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the charges of capitalized terms used herein have the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes or governmental charges or assessments). Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except as set forth meanings assigned to them in the Deposit Trust Agreement.

Xxxxxxxxxxx. XXX VEHICLE RECEIVABLES OWNER TRUST 2000-1 By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee Dated: By:_________________________________________ (Reverse of Trust Certificate) The Depositary shallTrust Certificates do not represent an obligation of, at or an interest in, the Seller, the Servicer, the Transferor, the Depositor, the Owner Trustee or any time at Affiliates of any of them and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated herein or in the written direction Trust Agreement, the Indenture or the Basic Documents. In addition, this Trust Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of the Company, terminate the Deposit Agreement by providing notice of such termination payment to certain collections with respect to the Holders of Receivables, all Receipts then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. If sixty (60) days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided more specifically set forth herein and in the Deposit Sale and Servicing Agreement. The Trust Certificates are limited in right of payment to certain collections and recoveries respecting the Receivables, all as more specifically set forth in the Sale and Servicing Agreement. A copy of each of the Sale and Servicing Agreement and the Trust Agreement may be examined during normal business hours at the principal office of the Seller, and at such other places, if any, designated by the Seller, by any Certificateholder upon written request. The Trust Agreement permits, with certain exceptions therein provided, the Depositary may terminate amendment thereof and the Deposit modification of the rights and obligations of the Seller and the rights of the Certificateholders under the Trust Agreement at any time by providing notice the Seller and the Owner Trustee with the consent of the holders of the Notes and the Trust Certificates evidencing not less than a majority of the outstanding Notes and the Certificate Balance. Any such consent by the holder of this Trust Certificate shall be conclusive and binding on such holder and on all future holders of this Trust Certificate and of any Trust Certificate issued upon the transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such termination to consent is made upon this Trust Certificate. The Trust Agreement also permits the Holders of all Receipts then outstanding at least thirty (30) days prior to amendment thereof, in certain limited circumstances, without the date fixed for such termination. On and after the date of termination consent of the Deposit Agreement, the Holder holders of a Receipt will, upon surrender of such Receipt at the Principal Office any of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Paragraph (2) hereof and Trust Certificates. As provided in the Deposit Trust Agreement and subject to the conditions and restrictions certain limitations therein set forth and subject always forth, the transfer of this Trust Certificate is registerable in the Certificate Register upon surrender of this Trust Certificate for registration of transfer at the offices or agencies of the Certificate Registrar maintained by the Owner Trustee in the Borough of Manhattan, The City of New York, accompanied by a written instrument of transfer in form satisfactory to the restrictions on withdrawal as may Owner Trustee and the Certificate Registrar duly executed by the holder hereof or such holder's attorney duly authorized in writing, and thereupon one or more new Trust Certificates in authorized denominations evidencing the same aggregate interest in the Trust will be in effect issued to the designated transferee. The initial Certificate Registrar appointed under the laws and regulations of the Republic of ChinaTrust Agreement is Norwest Bank Minnesota, and upon payment of any applicable taxes or governmental charges, be entitled to Delivery, to him or upon his order, of the amount of Deposited Securities represented by such ReceiptNational Association. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights as As provided in the Deposit Trust Agreement and subject to certain limitations therein set forth, Trust Certificates are exchangeable for new Trust Certificates in authorized denominations evidencing the same aggregate denomination, as requested by the holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any Tax or governmental charge payable in connection therewith. The Owner Trustee, the Certificate Registrar and any agent of the Owner Trustee or the Certificate Registrar may treat the person in whose name this Trust Certificate is registered as the owner hereof for all purposes, and none of the Owner Trustee, the Certificate Registrar, nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Trust Agreement and the Trust created thereby shall terminate upon the payment to Certificateholders of all amounts required to be paid to them pursuant to the Trust Agreement and the Sale and Servicing Agreement and the disposition of all property held as part of the Trust. The Transferor may at its option purchase the corpus of the Trust at a price specified in the Sale and Servicing Agreement, and shall continue to deliver Deposited Securitiessuch purchase of the Receivables and other property of the Trust will effect early retirement of the Trust Certificates; however, such right of purchase is exercisable, subject to certain restrictions, only as of the conditions and restrictions set forth last day of any Collection Period as of which the Pool Balance is 15% or less of the Original Pool Balance. The Trust Certificates may not be acquired by (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title 1 of ERISA, (b) a plan described in Section 4975(e) (l) of the Code or (c) any entity whose underlying assets include plan assets by reason of a plan's investment in the Deposit Agreemententity (each, together with any dividends or other distributions received with respect thereto a "Benefit Plan"). By accepting and holding this Trust Certificate, the net proceeds Holder hereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The recitals contained herein shall be taken as the statements of the sale of any rights Depositor, the Transferor or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or chargingServicer, as the case may be, and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Certificate or of any Receivable or related document. Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Owner Trustee, by manual or facsimile signature, this Certificate shall not entitle the holder hereof to any benefit under the Trust Agreement or the Sale and Servicing Agreement or be valid for any purpose. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ________________________________________________________________________________ (Please print or type name and address, including postal zip code, of assignee) the within Trust Certificate, and all rights thereunder, hereby irrevocably constituting and appointing _______________________________________________ Attorney to transfer said Trust Certificate on the books of the Trust Certificate Registrar, with full power of substitution in the premises. The undersigned has requested an exchange or transfer of this Certificate in the form of an equal principal amount of Certificates evidenced by one or more Definitive Certificates, to be delivered to the undersigned or, in the case of a transfer of such Certificate, to such Person as the undersigned instructs the Trustee. In connection with such request and in respect of the Certificates surrendered to the Trustee herewith for transfer (the "Surrendered Certificate"), the Holder of such Surrendered Certificates hereby certifies that the Surrendered Certificate is being transferred pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, the undersigned reasonably believes is purchasing the Surrendered Certificates for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is "qualified institutional buyer" within the meaning of Rule 144A, in each case in a transaction meeting the charges requirements of Rule 144 and the Surrendered Certificate is being transferred in compliance with any applicable blue sky or securities laws of any state of the Depositary United States or any other applicable jurisdiction. This certificate and the statements contained herein are made for the surrender of a Receipt, any expenses for the account benefit of the Holder Issuer and the Owner Trustee. The undersigned acknowledges that the Issuer and the Owner Trustee will rely upon the undersigned's confirmation, acknowledgements and agreements set forth herein, and the undersigned agrees to notify the Owner Trustee promptly in writing if any of the undersigned's representations or warranties herein ceases to be accurate and complete. Dated: * _______________________________________ Signature Guaranteed: * ______________ * NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Certificate in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Certificate Registrar, which requirements include membership or participation in STAMP or such other "signature guarantee program" as may be determined by the Certificate Registrar in addition to, or in substitution for, STAMP, all in accordance with the terms and conditions Securities Exchange Act of the Deposit Agreement and any applicable taxes or governmental charges or assessments). At any time after the expiration of six (6) months from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders whose Receipts have not theretofore been surrendered, such Holders thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts, the Deposited Securities and the ADSs, except to account for such net proceeds and other cash (after deducting, or charging1934, as the case may be, in each case, the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes or governmental charges or assessments)amended. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except as set forth in the Deposit Agreement.EXHIBIT B [FORM OF] CERTIFICATE OF TRUST OF

Xxxxxxxxxxx. XXX AUTO RECEIVABLES OWNER TRUST 1999-1 By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee Dated: By:________________________________________ (Reverse of Trust Certificate) The Depositary shallTrust Certificates do not represent an obligation of, at or an interest in, the Seller, the Servicer, the Transferor, the Depositor, the Owner Trustee or any time at Affiliates of any of them and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated herein or in the written direction Trust Agreement, the Indenture or the Basic Documents. In addition, this Trust Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of the Company, terminate the Deposit Agreement by providing notice of such termination payment to certain collections with respect to the Holders of Receivables, all Receipts then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. If sixty (60) days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided more specifically set forth herein and in the Deposit Sale and Servicing Agreement. The Trust Certificates are limited in right of payment to certain collections and recoveries respecting the Receivables, all as more specifically set forth in the Sale and Servicing Agreement. A copy of each of the Sale and Servicing Agreement and the Trust Agreement may be examined during normal business hours at the principal office of the Seller, and at such other places, if any, designated by the Seller, by any Certificateholder upon written request. The Trust Agreement permits, with certain exceptions therein provided, the Depositary may terminate amendment thereof and the Deposit modification of the rights and obligations of the Seller and the rights of the Certificateholders under the Trust Agreement at any time by providing notice the Seller and the Owner Trustee with the consent of the holders of the Notes and the Trust Certificates evidencing not less than a majority of the outstanding Notes and the Certificate Balance. Any such consent by the holder of this Trust Certificate shall be conclusive and binding on such holder and on all future holders of this Trust Certificate and of any Trust Certificate issued upon the transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such termination to consent is made upon this Trust Certificate. The Trust Agreement also permits the Holders of all Receipts then outstanding at least thirty (30) days prior to amendment thereof, in certain limited circumstances, without the date fixed for such termination. On and after the date of termination consent of the Deposit Agreement, the Holder holders of a Receipt will, upon surrender of such Receipt at the Principal Office any of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Paragraph (2) hereof and Trust Certificates. As provided in the Deposit Trust Agreement and subject to the conditions and restrictions certain limitations therein set forth and subject always forth, the transfer of this Trust Certificate is registerable in the Certificate Register upon surrender of this Trust Certificate for registration of transfer at the offices or agencies of the Certificate Registrar maintained by the Owner Trustee in the Borough of Manhattan, The City of New York, accompanied by a written instrument of transfer in form satisfactory to the restrictions on withdrawal as may Owner Trustee and the Certificate Registrar duly executed by the holder hereof or such holder's attorney duly authorized in writing, and thereupon one or more new Trust Certificates in authorized denominations evidencing the same aggregate interest in the Trust will be in effect issued to the designated transferee. The initial Certificate Registrar appointed under the laws and regulations Trust Agreement is Norwest Bank Minnesota, National Association. The Class A Certificates are issuable only as registered Trust Certificates without coupons in denominations of the Republic of China, and upon payment of any applicable taxes $1,000 or governmental charges, be entitled to Delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders integral multiples thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, ; except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights as otherwise provided in the Deposit Trust Agreement. As provided in the Trust Agreement and subject to certain limitations therein set forth, Trust Certificates are exchangeable for new Trust Certificates in authorized denominations evidencing the same aggregate denomination, as requested by the holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any Tax or governmental charge payable in connection therewith. The Owner Trustee, the Certificate Registrar and any agent of the Owner Trustee or the Certificate Registrar may treat the person in whose name this Trust Certificate is registered as the owner hereof for all purposes, and none of the Owner Trustee, the Certificate Registrar, nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Trust Agreement and the Trust created thereby shall terminate upon the payment to Certificateholders of all amounts required to be paid to them pursuant to the Trust Agreement and the Sale and Servicing Agreement and the disposition of all property held as part of the Trust. The Transferor of the Receivables may at its option purchase the corpus of the Trust at a price specified in the Sale and Servicing Agreement, and shall continue to deliver Deposited Securitiessuch purchase of the Receivables and other property of the Trust will effect early retirement of the Trust Certificates; however, such right of purchase is exercisable, subject to certain restrictions, only as of the conditions and restrictions set forth last day of any Monthly Period as of which the Pool Balance is 15% or less of the Original Pool Balance. The Trust Certificates may not be acquired by (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title 1 of ERISA, (b) a plan described in Section 4975(e) (l) of the Code or (c) any entity whose underlying assets include plan assets by reason of a plan's investment in the Deposit Agreemententity (each, together with any dividends or other distributions received with respect thereto a "Benefit Plan"). By accepting and holding this Trust Certificate, the net proceeds Holder hereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The recitals contained herein shall be taken as the statements of the sale of any rights Depositor or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or chargingServicer, as the case may be, in each case and the charges Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Certificate or of any Receivable or related document. Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Depositary for Owner Trustee, by manual or facsimile signature, this Certificate shall not entitle the surrender of a Receipt, holder hereof to any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes or governmental charges or assessments). At any time after the expiration of six (6) months from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders whose Receipts have not theretofore been surrendered, such Holders thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Trust Agreement with respect to or the Receipts, the Deposited Securities Sale and the ADSs, except to account Servicing Agreement or be valid for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case, the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes or governmental charges or assessments). Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except as set forth in the Deposit Agreementpurpose.

Xxxxxxxxxxx. The Depositary shallAll or a portion of amounts in the Lower Tier Account, Middle Tier Account or the Certificate Account maintained with an Eligible Depository Institution pursuant to clause (i) of the first sentence of clause (a) of Sections 4.5, 4.6 and 4.7, respectively shall be invested and reinvested at the discretion and direction of the Trustee in one or more Eligible Investments bearing interest or sold at a discount. Any investments in obligations of Xxxxxx Mae shall be made on a basis substantially comparable to that available in an arm’s length transaction. No investment shall mature later than the Business Day immediately preceding the Distribution Date upon which the related amounts are required to be applied to distributions pursuant hereto, except that any investment in the federal funds market or on which the Eligible Depository Institution, in its commercial capacity, or Xxxxxx Xxx is the obligor may mature on the related Distribution Date. No Eligible Investment may be sold while in the Lower Tier Account, Middle Tier Account or the Certificate Account except to the extent that the Trustee believes that a sale of an Eligible Investment is desirable because of the possibility of a default by the obligor thereon or because such sale will not otherwise give rise to a tax under Section 860F(a)(5) of the Code. All amounts held by the Trustee pursuant to clause (ii) of the first sentence of Sections 4.5, 4.6 and 4.7 may be commingled with other funds at any time at the written direction of the Company, terminate the Deposit Agreement held by providing notice of such termination to the Holders of all Receipts then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. If sixty (60) days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, Xxxxxx Xxx and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by providing notice of such termination to the Holders of all Receipts then outstanding at least thirty (30) days prior to the date fixed for such termination. On and after the date of termination of the Deposit Agreement, the Holder of a Receipt will, upon surrender of such Receipt at the Principal Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Paragraph (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth and subject always to the restrictions on withdrawal as may be in effect under the laws and regulations of the Republic of China, and upon payment of any applicable taxes or governmental charges, be entitled to Delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights as provided in the Deposit Agreement, and shall continue to deliver Deposited Securitiesapplied, subject to the conditions its obligations herein contained, in its normal business operations or otherwise. Under no circumstance shall Xxxxxx Mae be accountable to any REMIC Trust for interest in respect of any amounts so commingled and restrictions set forth in the Deposit Agreement, together with any dividends applied. All income or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses gain from Eligible Investments shall be for the account of Xxxxxx Xxx. SECTION 4.7. SECTION 4.9. Withdrawals from the Holder Lower Tier Account, Middle Tier Account and the Certificate Account. Amounts credited to the Certificate Account on any Distribution Date shall be withdrawn by the Trustee for application towards the payments and distributions required hereby. In the event there are amounts remaining in accordance with the terms and conditions Lower Tier Account or Middle Tier Account on the Distribution Date in any month following distribution of the Deposit Agreement Lower Tier Distribution Amount or Middle Tier Distribution Amount, as applicable, for such month, such amounts may be withdrawn by Xxxxxx Mae as compensation for its administrative and guarantee obligations or as reimbursement to Xxxxxx Xxx for any applicable taxes or governmental charges or assessments). At any time after the expiration of six (6) months from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held advance by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders whose Receipts have not theretofore been surrendered, such Holders thereupon becoming general creditors of the Depositary with respect pursuant to such net proceeds. After making such sale, the Depositary shall be discharged from all guaranty obligations under the Deposit Agreement with respect to the Receipts, the Deposited Securities and the ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case, the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes or governmental charges or assessments). Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except as set forth in the Deposit AgreementSection 3.4.