Common use of Termination of the Trust Clause in Contracts

Termination of the Trust. The respective obligations and responsibilities of the Company, the Guarantor and the Trustee with respect to the Trust shall terminate upon the distribution to all Holders of the Certificates and the Trustee of all amounts required to be distributed to them pursuant to this Agreement and the disposition of all property held as part of the Trust Property; PROVIDED, HOWEVER, that in no event shall the Trust continue beyond one hundred ten (110) years following the date of the earliest execution of this Agreement. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed promptly by the Trustee to Certificateholders not earlier than the 60th day and not later than the 20th day next preceding such final distribution specifying (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.02. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Regular Distribution Date (or Special Distribution Date, as the case may be). In the event that any money held by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees and the Company.

Termination of the Trust. The respective obligations and responsibilities of the Company, the Guarantor and the Trustee with respect to the Trust shall terminate upon the distribution to all Holders of the Certificates and the Trustee of all amounts required to be distributed to them pursuant to this Agreement and the disposition of all property held as part of the Trust Property; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust continue beyond one hundred ten (110) years following the date of the earliest execution of this Agreement. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed promptly promptly, upon notice to the Trustee, by the Trustee to Certificateholders not earlier than the 60th day and not later than the 20th day next preceding such final distribution specifying (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.02. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Regular Distribution Date (or Special Distribution Date, as the case may be). In the event that any money held by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees and the Company.

Termination of the Trust. The respective obligations and responsibilities of the Company, the Guarantor Company and the Trustee with respect to the Trust shall terminate upon the distribution to all Holders of the Certificates Certificateholders and the Trustee of all amounts required to be distributed to them pursuant to this Agreement and the disposition of all property held as part of the Trust Property; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust continue beyond one hundred ten (110) years following the date of the earliest execution of this Agreement. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed promptly by the Trustee to Certificateholders not earlier than the 60th day and not later than the 20th 15th day next preceding such final distribution Distribution Date specifying (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (Cc) that the Record Date otherwise applicable to such Regular Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified, (or Special B) the amount of any such proposed final payment, and (c) that the Record Date otherwise applicable to such Distribution Date, as the case may be) Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the CertificatesCertificates in accordance with such notice, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.02final payments. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Regular Distribution Date (or Special Distribution Date, as the case may be)) specified in the first written notice. In the event that any money held by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees Trustees, the Owner Participants and the Company.

Termination of the Trust. The respective obligations and responsibilities of the Company, the Guarantor Company and the Trustee with respect to the Applicable Trust shall terminate upon the distribution to all Holders of the Certificates Applicable Certificateholders and the Trustee of all amounts required to be distributed to them pursuant to this Agreement and the disposition of all property held as part of the Trust Property; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Applicable Trust continue beyond 21 years less one hundred ten (110) years day following the date death of the earliest execution last survivor of this Agreementall descendants living on the date hereof of Xxxxxx X. Xxxxxxx, Xx., unless applicable law shall permit a longer term, in which case such longer term shall apply. Notice of any termination, termination specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Applicable Certificateholders may surrender their Applicable Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed promptly by the Trustee to Applicable Certificateholders not earlier than the 60th day and not later than the 20th 15th day next preceding such final distribution Distribution Date specifying (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Applicable Certificates will be made upon presentation and surrender of Applicable Certificates at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Applicable Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to Applicable Certificateholders. Upon presentation and surrender of the CertificatesApplicable Certificates in accordance with such notice, the Trustee shall cause to be distributed to Applicable Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.02final payments. In the event that all of the Applicable Certificateholders shall not surrender their Applicable Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Applicable Certificateholders to surrender their Applicable Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Applicable Certificates after the Regular Distribution Date (or Special Distribution Date, as specified in the case may be)first written notice. In the event that any money held by the Trustee for the payment of distributions on the Applicable Certificates shall remain unclaimed for two (2) years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees Trustees, the Owner Participants and the Company.

Termination of the Trust. The respective obligations and responsibilities of the Company, the Guarantor Company and the Trustee with respect to the Applicable Trust shall terminate upon the distribution to all Holders of the Certificates Applicable Certificateholders and the Trustee of all amounts required to be distributed to them pursuant to this Agreement and the disposition of all property held as part of the Trust Property; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Applicable Trust continue beyond 21 years less one hundred ten (110) years day following the date death of the earliest execution last survivor of this Agreementall descendants living on the date hereof of Xxxxxx X. Xxxxxxx, Xx., unless applicable law shall permit a longer term, in which case such longer term shall apply. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Applicable Certificateholders may surrender their Applicable Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed promptly by the Trustee to Applicable Certificateholders not earlier than the 60th day and not later than the 20th 15th day next preceding such final distribution Distribution Date specifying (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Applicable Certificates will be made upon presentation and surrender of Applicable Certificates at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (Cc) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Applicable Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to Applicable Certificateholders. Upon presentation and surrender of the CertificatesApplicable Certificates in accordance with such notice, the Trustee shall cause to be distributed to Applicable Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.02final payments. In the event that all of the Applicable Certificateholders shall not surrender their Applicable Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Applicable Certificateholders to surrender their Applicable Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Applicable Certificates after the Regular Distribution Date (or Special Distribution Date, as specified in the case may be)first written notice. In the event that any money held by the Trustee for the payment of distributions on the Applicable Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees Trustees, the Owner Participants and the Company.

Termination of the Trust. The respective obligations and responsibilities of the Company, the Guarantor Company and the Trustee with respect to the Trust shall terminate upon the distribution to all Holders of the Certificates and the Trustee of all amounts required to be distributed to them pursuant to this Agreement and the disposition of all property held as part of the Trust Property; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust continue beyond one hundred ten (110) years following the date of the earliest execution of this Trust Agreement. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of on the final distribution Distribution Date and cancellation, shall be mailed promptly by the Trustee to Certificateholders not earlier than the 60th day and not later than the 20th day next preceding such final distribution Distribution Date specifying (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the CertificatesCertificates in accordance with such notice, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.02final payments. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Regular Distribution Date (or Special Distribution Date, as specified in the case may be)first written notice. In the event that any money held by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees Trustees, the Owner Participants and the Company.

Termination of the Trust. The respective obligations and responsibilities of the CompanySeller, the Guarantor Servicer, and the Trustee with respect to created hereby and the Trust created by this Agreement shall terminate upon the distribution to all Holders earlier of (i) the maturity or other liquidation of the Certificates last Receivable in accordance with the terms hereof and the Trustee disposition of any amounts received upon liquidation of any remaining Receivables in the Trust in accordance with the terms hereof, including the purchase as of the last day of any Collection Period by the Seller at its option, pursuant to Section 11.2, of the corpus of the Trust or (ii) the payment to Certificateholders and the Certificate Insurer of all amounts required to be distributed paid to them pursuant to this Agreement and the disposition of all property held as part of the Trust PropertyAgreement; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust trust created by this Agreement continue beyond one hundred ten (110) the expiration of 21 years following from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the Court of St. Xxxxx, living on the date of the earliest execution of this Agreement. The Servicer shall promptly notify the Trustee and the Certificate Insurer of any prospective termination pursuant to this Section 11.1. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed given promptly by the Trustee by letter to Certificateholders not earlier than the 60th day and mailed not later than the 20th first day next preceding such final distribution specifying of the month in which the specified Distribution Date occurs, stating (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will shall be made upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specifieddesignated, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar (if other than the Trustee) at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders and the Certificate Insurer amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.025.4. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall, upon notice to the Regular Distribution Date (or Special Distribution DateTrustee, as the case may be). In the event that any money held be paid by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date Servicer for deposit into an escrow account, and thereafter Certificateholders shall look only to such escrow account with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount any claims in respect of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees and the Companyfunds.

Termination of the Trust. The respective obligations and ------------------------ responsibilities of the CompanyOriginator, the Guarantor Certificate Trustee, the Delaware Trustee and the Trustee Trust created hereby shall terminate with respect to the Trust shall terminate any Series or Class of Certificates upon the distribution to all Holders of the Certificates of such Series or Class and the Certificate Trustee of all amounts required to be distributed to them pursuant to this Trust Agreement and the disposition of all property held as part of the Trust Property; PROVIDEDProperty with respect to such Series or Class. Upon the termination of all Series of Certificates and the election of the Originator, HOWEVER, that in no event shall the Trust continue beyond one hundred ten (110) years following shall dissolve. The Originator shall pay or provide for the date payment of all remaining liabilities of the earliest execution Trust, the Certificate Trustee and the Delaware Trustee and shall file a certificate of this Agreementcancellation under the Business Trust Statute and the Trust shall terminate. Notice of any termination, specifying the Regular Distribution Payment Date (or Special Distribution Payment Date, as the case may be) , upon which the Certificateholders Holders of Certificates of any Series or Class may surrender their Certificates to the Certificate Trustee for payment of the final distribution and cancellation, shall be mailed promptly by the Certificate Trustee to Certificateholders Holders of Certificates of such Series or Class not earlier than the 60th day and not later than the 20th day next preceding such final distribution specifying (A) the Regular Distribution Payment Date (or Special Distribution Payment Date, as the case may be) , upon which the proposed final payment of the Certificates of such Series or Class will be made upon presentation and surrender of such Certificates at the office or agency of the Certificate Trustee therein specified, (B) the amount of any such proposed final payment, payment and (C) that the Record Date otherwise applicable to such Regular Distribution Payment Date (or the Special Distribution Record Date otherwise applicable to such Special Payment Date, as the case may be) , is not applicable, payments being made only upon presentation and surrender of the Certificates of such Series or Class at the office or agency of the Certificate Trustee therein specified. The Certificate Trustee shall give such notice to the Registrar at the time such notice is given to CertificateholdersHolders of Certificates of such Series or Class. Upon presentation and surrender of the such Certificates, the Certificate Trustee shall cause to be distributed to Certificateholders the Holders thereof amounts distributable thereon on such Regular Distribution Payment Date (or Special Distribution Payment Date, as the case may be) , pursuant to Section 4.02. In the event that all of the Certificateholders Holders of Certificates of such Series or Class shall not surrender their Certificates for cancellation within six months after the date specified in the above-above mentioned written notice, the Certificate Trustee shall give a second written notice to the remaining Certificateholders Holders of such Certificates to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Regular Distribution Date (or Special Distribution Date, as the case may be). In the event that any money held by the Certificate Trustee for the payment of distributions on the Certificates of any Series or Class shall remain unclaimed for two years (or such lesser time as the Certificate Trustee shall be satisfied, after sixty 60 days' notice from the CompanyOriginator (with the prior written approval of the Note Issuer), is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Certificate Trustee shall pay such money to each Loan the Note Trustee for deposit into the appropriate amount of money relating to such Loan Trustee Collection Account and shall give written notice thereof to the related Owner Trustees Note Trustee, the Note Issuer and the CompanyOriginator.

Termination of the Trust. The Trust and the respective obligations and responsibilities of the CompanySeller, the Guarantor Servicer, any Letter of Credit Bank and the Trustee with respect to the Trust shall terminate upon the distribution first to all Holders occur of (i) the purchase on any Distribution Date by the Seller or the Servicer, or any successor to the Servicer, at its option, pursuant to Section 21.02, of the Certificates and corpus of the Trustee Trust, (ii) the payment to Certificateholders of all amounts required to be distributed paid to them pursuant to this Agreement the Agreement, (iii) the maturity or liquidation of the last Receivable and the disposition of all property held as part of the Trust Propertyor (iv) the sale by the Trustee of all of the Receivables remaining in the Trust pursuant to Section 21.03; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust trust created by the Agreement continue beyond one hundred ten (110) the expiration of 21 years following from the death of the last survivor of the descendants of Georxx Xxxxxxx Xxxxxx Xxxh xx the State of Texas living on the date of the earliest execution Agreement. The Servicer shall promptly notify the Trustee of any prospective termination pursuant to this AgreementSection. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may are expected to be able to surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed given promptly by the Trustee by letter to Certificateholders and each Rating Agency mailed not earlier than the 60th 15th day and not later than the 20th 25th day of the month next preceding such final distribution specifying the specified Distribution Date stating (Ai) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will shall be made upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specifieddesignated, (Bii) the amount of any such proposed final payment, payment and (Ciii) if applicable, that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar (if other than the Trustee) and the Letter of Credit Bank, if any, at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.0214.07. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to the Agreement. Any funds remaining in the Trust after the Regular Distribution Date (or Special Distribution Date, as the case may be). In the event that any money held exhaustion of such remedies shall be distributed by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees and the CompanyUnited Way.

Termination of the Trust. The respective obligations and responsibilities of the CompanyDepositor, the Guarantor Servicer and the Trustee with respect to created hereby and the Trust created by this Agreement shall terminate upon (i) the distribution to all Holders disposition of the Certificates Trust corpus as of the last day of any Collection Period at the direction of the Class IC Certificateholder, at its option, pursuant to Section 16.02, or (ii) the payment to Certificateholders and the Trustee Insurer of all amounts required to be distributed paid to them pursuant to this Agreement and the Insurance Agreement (as set forth in writing by the Insurer) and the disposition of all property held as part of the Trust; provided, however, that the Trust Propertyshall terminate one year and one day following the date of the occurrence of (i) above, if on the date of such occurrence, UAC's Consolidated Tangible Net Worth is less than $45,000,000, plus 50% of UAC's cumulative Consolidated Net Income (with no reduction for losses) from and after August 31, 1995; PROVIDEDprovided, HOWEVERfurther, that in no event shall the Trust trust created by this Agreement continue beyond one hundred ten (110) the expiration of 21 years following from the date as of which this Agreement is executed. The Servicer shall promptly notify the Trustee of any prospective termination pursuant to this Section 16.01. Notwithstanding the foregoing, the Trust shall continue and the Trustee shall pursue recovery of any Preference Amounts under the Policy and the distribution of the earliest execution of this Agreementsame to Certificateholders until the Policy terminates by its own terms. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed given promptly by the Trustee to Certificateholders not earlier than immediately following the 60th day and Trustee's receipt of notice thereof from the Class IC Certificateholder but not later than the 20th day next preceding Distribution Date that such final distribution specifying payment shall be made stating (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will shall be made upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specifieddesignated, (B) the amount of any such proposed final payment, and (C) if applicable, that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar (if other than the Trustee) at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.029.04 and, in the event of a termination pursuant to clause (i) or (ii) of the preceding paragraph, the provisions of Section 9 of Annex A hereto shall govern the remaining distributions to Certificateholders. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall, upon notice to the Regular Distribution Date (or Special Distribution DateTrustee, as the case may be). In the event that any money held be distributed by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after United Way of Central Indiana or its successor, and upon such distribution the final distribution date with respect thereto, the Trustee shall pay Certificateholders' rights to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees and the Companyany amounts so distributed will be extinguished.

Termination of the Trust. The respective obligations and ------------------------ responsibilities of the CompanyOriginator, the Guarantor Certificate Trustee, the Delaware Trustee and the Trustee Trust created hereby shall terminate with respect to any Series or Class of Certificates upon the Trust shall terminate upon earlier of (i) the distribution to all Holders of the Certificates of such Series or Class and the Certificate Trustee of all amounts required to be distributed to them pursuant to this Trust Agreement and the disposition of all property held as part of the Trust Property; PROVIDEDProperty with respect to such Series or Class and (ii) the expiration of 21 years from the death of the survivor of the descendants of Xxxxxx X. Xxxxxxx, HOWEVERthe late Ambassador of the United States to the Court of St. James's, that in no event shall living on the date hereof. Upon the termination of all Series of Certificates and the election of the Originator, the Trust continue beyond one hundred ten (110) years following shall dissolve. The Originator shall pay or provide for the date payment of all remaining liabilities of the earliest execution Trust, the Certificate Trustee and the Delaware Trustee, but solely from amounts payable under the Fee and Indemnity Agreement, and thereupon the Delaware Trustee shall file a certificate of this cancellation under the Business Trust Statute and the Trust shall terminate, and any fees associated with such filing shall be paid from amounts payable under the Fee and Indemnity Agreement. Notice of any termination, specifying termination of the Regular Trust shall be mailed promptly by the Certificate Trustee to Holders of Certificates of any Series or Class then outstanding. Such notice shall specify the Distribution Date (or Special Distribution Date, as the case may be) , upon which the Certificateholders Holders of Certificates of such Series or Class may surrender their Certificates to the Certificate Trustee for payment of the final distribution and cancellation, . Such notice shall be mailed promptly by (a) if with respect to a final distribution, as soon as practicable following receipt of notice from the Note Trustee of a final payment on a corresponding Note, (b) if with respect to Certificateholders a Special Payment other than a Special Payment constituting a redemption, not earlier than the 60th day and not later than the 20th day next preceding such final distribution specifying or (Ac) if with respect to a Special Payment constituting a redemption of Notes, then in accordance with the provisions of the relevant Section of Article IV hereof. Such notice shall specify (a) the Regular Distribution Date (or Special Distribution Date, as the case may be) , upon which the proposed final payment of the Certificates of such Series or Class will be made upon presentation and surrender of such Certificates at the office or agency of the Certificate Trustee therein specified, (Bb) the amount of any such proposed final payment, payment and (Cc) that the Record Date otherwise applicable to such Regular Distribution Date (or the Special Record Date otherwise applicable to such Special Distribution Date, as the case may be) , is not applicable, payments being made only upon presentation and surrender of the Certificates of such Series or Class at the office or agency of the Certificate Trustee therein specified. The Certificate Trustee shall give such notice to the Registrar at the time such notice is given to CertificateholdersHolders of Certificates of such Series or Class. Upon presentation and surrender of the such Certificates, the Certificate Trustee shall cause to be distributed to Certificateholders the Holders thereof amounts distributable thereon on such Regular Distribution Date (or Special Distribution Date, as the case may be) , pursuant to Section 4.02. In the event that all of the Certificateholders Holders of Certificates of such Series or Class shall not surrender their Certificates for cancellation within six months after the date specified in the above-above mentioned written notice, the Certificate Trustee shall give a second written notice to the remaining Certificateholders Holders of such Certificates to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Regular Distribution Date (or Special Distribution Date, as the case may be). In the event that any money held by the Certificate Trustee for the payment of distributions on the Certificates of any Series or Class shall remain unclaimed for two years (or such lesser time as the Certificate Trustee shall be satisfied, after sixty 60 days' notice from the CompanyOriginator (with the prior written approval of the Note Issuer), is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Certificate Trustee shall pay such money to each Loan the Note Trustee for deposit into the appropriate amount of money collection account relating to the related Notes or, if such Loan collection account no longer exists, to the Note Issuer and the Certificate Trustee and or Note Issuer shall give written notice thereof to the related Owner Trustees Note Trustee, the Note Issuer and the CompanyOriginator.

Termination of the Trust. The respective obligations and ------------------------ responsibilities of the CompanyOriginator, the Guarantor Certificate Trustee, the Delaware Trustee and the Trustee Trust created hereby shall terminate with respect to the Trust shall terminate any Series or Class of Certificates upon the distribution to all Holders of the Certificates of such Series or Class and the Certificate Trustee of all amounts required to be distributed to them pursuant to this Trust Agreement and the disposition of all property held as part of the Trust Property; PROVIDEDProperty with respect to such Series or Class. Upon the termination of all Series of Certificates and the election of the Originator, HOWEVER, that in no event shall the Trust continue beyond one hundred ten (110) years following shall dissolve. The Originator shall pay or provide for the date payment of all remaining liabilities of the earliest execution Trust, the Certificate Trustee and the Delaware Trustee, but solely from amounts payable under the Fee and Indemnity Agreement, and thereupon the Delaware Trustee shall file, from amounts payable under the Fee and Indemnity Agreement, a certificate of this Agreementcancellation under the Business Trust Statute and the Trust shall terminate. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) , upon which the Certificateholders Holders of Certificates of any Series or Class may surrender their Certificates to the Certificate Trustee for payment of the final distribution and cancellation, shall be mailed promptly by the Certificate Trustee to Certificateholders Holders of Certificates of such Series or Class not earlier than the 60th day and not later than the 20th day next preceding such final distribution specifying (Aa) the Regular Distribution Date (or Special Distribution Date, as the case may be) , upon which the proposed final payment of the Certificates of such Series or Class will be made upon presentation and surrender of such Certificates at the office or agency of the Certificate Trustee therein specified, (Bb) the amount of any such proposed final payment, payment and (Cc) that the Record Date otherwise applicable to such Regular Distribution Date (or the Special Record Date otherwise applicable to such Special Distribution Date, as the case may be) , is not applicable, payments being made only upon presentation and surrender of the Certificates of such Series or Class at the office or agency of the Certificate Trustee therein specified. The Certificate Trustee shall give such notice to the Registrar at the time such notice is given to CertificateholdersHolders of Certificates of such Series or Class. Upon presentation and surrender of the such Certificates, the Certificate Trustee shall cause to be distributed to Certificateholders the Holders thereof amounts distributable thereon on such Regular Distribution Date (or Special Distribution Date, as the case may be) , pursuant to Section 4.02. In the event that all of the Certificateholders Holders of Certificates of such Series or Class shall not surrender their Certificates for cancellation within six months after the date specified in the above-above mentioned written notice, the Certificate Trustee shall give a second written notice to the remaining Certificateholders Holders of such Certificates to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Regular Distribution Date (or Special Distribution Date, as the case may be). In the event that any money held by the Certificate Trustee for the payment of distributions on the Certificates of any Series or Class shall remain unclaimed for two years (or such lesser time as the Certificate Trustee shall be satisfied, after sixty 60 days' notice from the CompanyOriginator (with the prior written approval of the Note Issuer), is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Certificate Trustee shall pay such money to each Loan the Note Trustee for deposit into the appropriate amount of money collection account relating to the related Notes or, if such Loan collection account no longer exists, to the Note Issuer and the Certificate Trustee and or Note Issuer shall give written notice thereof to the related Owner Trustees Note Trustee, the Note Issuer and the CompanyOriginator.

Termination of the Trust. The respective obligations and responsibilities of the Company, the Guarantor and the Trustee with respect to the Trust shall terminate upon the distribution to all Holders of the Certificates and the Trustee of all amounts required to be distributed to them pursuant to this Agreement and the disposition of all property held as part of the Trust Property; PROVIDED, HOWEVER, that in no event shall the Trust continue beyond one hundred ten (110) years following the date of the earliest execution of this Agreement. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed promptly promptly, upon notice to the Trustee, by the Trustee to Certificateholders not earlier than the 60th day and not later than the 20th day next preceding such final distribution specifying (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.02. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Regular Distribution Date (or Special Distribution Date, as the case may be). In the event that any money held by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees and the Company.

Termination of the Trust. The respective obligations and responsibilities of the Company, the Guarantor Company and the Trustee with respect to the Trust shall terminate upon the earlier of (A) the completion of the assignment, transfer and discharge described in the first sentence of the immediately following paragraph and (B) distribution to all Holders of the Certificates and the Trustee of all amounts required to be distributed to them pursuant to this Agreement and the disposition of all property held as part of the Trust Property; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust continue beyond one hundred ten (110) years following the date of the earliest execution of this Trust Agreement. Notice In connection with the occurrence of any the event set forth in clause (B) above, notice of such termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed promptly by the Trustee to Certificateholders not earlier than the 60th day and not later than the 20th day next preceding such final distribution Distribution Date specifying (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the CertificatesCertificates in accordance with such notice, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.02final payments. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Regular Distribution Date (or Special Distribution Date, as specified in the case may be)first written notice. In the event that any money held by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees and the Company.

Termination of the Trust. The respective obligations and responsibilities of the CompanyDepositor, the Guarantor Servicer and the Trustee with respect to created hereby and the Trust created by this Agreement shall terminate upon (i) the distribution to all Holders disposition of the Certificates Trust corpus as of the last day of any Collection Period at the direction of Servicer, at its option, pursuant to Section 16.02, or (ii) the payment to Certificateholders and the Trustee Insurer of all amounts required to be distributed paid to them pursuant to this Agreement and the Insurance Agreement (as set forth in writing by the Insurer) and the disposition of all property held as part of the Trust PropertyTrust; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust trust created by this Agreement continue beyond one hundred ten (110) the expiration of 21 years following from the date as of which this Agreement is executed. The Servicer shall promptly, and in any event not less than five Business Days prior to the earliest execution date on which notice is given to the Certificateholders, notify the Trustee in writing of any prospective termination pursuant to this AgreementSection 16.01. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed given promptly by the Trustee by letter to Certificateholders not earlier than the 60th day and mailed not later than the 20th 10th day next preceding such final distribution specifying prior to the specified Distribution Date stating (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will shall be made upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specifieddesignated, (B) the amount of any such proposed final payment, and (C) if applicable, that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar (if other than the Trustee) at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.029.04 and, in the event of a termination pursuant to clause (i) or (ii) of the preceding paragraph, the provisions of Section 9 of Annex A hereto shall govern the remaining distributions to Certificateholders. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall, upon notice to the Regular Distribution Date (or Special Distribution DateTrustee, as the case may be). In the event that any money held be distributed by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after Depositor or its successor, and upon such distribution the final distribution date with respect thereto, the Trustee shall pay Certificateholders' rights to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees and the Companyany amounts so distributed will be extinguished.

Termination of the Trust. The respective obligations and responsibilities of the CompanyDepositor, the Guarantor Servicer and the Trustee with respect to created hereby and the Trust created by this Agreement shall terminate upon (i) the distribution to all Holders disposition of the Certificates Trust corpus as of the last day of any Collection Period at the direction of the Class IC Certificateholder, at its option, pursuant to Section 16.02, or (ii) the payment to Certificateholders and the Trustee Insurer of all amounts required to be distributed paid to them pursuant to this Agreement and the Insurance Agreement (as set forth in writing by the Insurer) and the disposition of all property held as part of the Trust PropertyTrust; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust trust created by this Agreement continue beyond one hundred ten (110) the expiration of 21 years following from the date as of which this Agreement is executed. The Servicer shall promptly notify the earliest execution Trustee of any prospective termination pursuant to this AgreementSection 16.01. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed given promptly by the Trustee to Certificateholders not earlier than immediately following the 60th day and Trustee's receipt of notice thereof from the Class IC Certificateholder but not later than the 20th day next preceding Distribution Date that such final distribution specifying payment shall be made stating (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will shall be made upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specifieddesignated, (B) the amount of any such proposed final payment, and (C) if applicable, that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar (if other than the Trustee) at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.029.04 and, in the event of a termination pursuant to clause (i) or (ii) of the preceding paragraph, the provisions of Section 9 of Annex A hereto shall govern the remaining distributions to Certificateholders. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall, upon notice to the Regular Distribution Date (or Special Distribution DateTrustee, as the case may be). In the event that any money held be distributed by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after United Way of Central Indiana or its successor, and upon such distribution the final distribution date with respect thereto, the Trustee shall pay Certificateholders' rights to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees and the Companyany amounts so distributed will be extinguished.

Termination of the Trust. (a) The respective obligations and responsibilities of the Company, the Guarantor Depositor and the Owner Trustee with respect to created by this Agreement and the Trust created by this Agreement shall terminate upon the distribution to all Holders earliest of (i) the maturity or other liquidation of the Certificates last Contract (including the purchase by the Depositor at its option of the corpus of the Trust as described in Section 5.1 of the Transfer and Servicing Agreement or the liquidation of the Trust Assets pursuant to Section 5.06 of the Indenture) and the Trustee subsequent distribution of amounts in respect of such Contracts as provided in the Related Documents, (ii) the circumstances described in subsection (b) below, or (iii) the payment to Noteholders of all amounts required to be distributed paid to them pursuant to the Indenture, the payment to the Equity Certificateholder of all amounts required to be paid to them pursuant to this Agreement and the disposition payment to the Cash Collateral Account Lenders and the Depositor of all property held as part of amounts due under the Trust PropertyCash Collateral Account Agreement; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust trust created by this Agreement continue beyond one hundred ten (110) the expiration of 21 years following from the death of the last survivor of the descendants living on the date of this Agreement of Xxxx Xxxxxxx of the earliest execution Commonwealth of this AgreementMassachusetts; and provided, further, that the rights to compensation and indemnification under Sections 8.1 and 8.2, respectively, shall survive the termination of the Trust. Notice In any case, there shall be delivered to the Owner Trustee, the Indenture Trustee and the Rating Agencies an Opinion of Counsel that all applicable preference periods under Federal, state and local bankruptcy, insolvency and similar laws have expired with respect to the payments pursuant to clause (iii). The Servicer shall promptly notify the Owner Trustee of any prospective termination pursuant to this Section 9.1. The bankruptcy, liquidation, dissolution, termination, specifying resignation, expulsion, withdrawal, death or incapacity of any Equity Certificateholder shall not (x) operate to terminate this Agreement or the Regular Distribution Date Trust, nor (y) entitle such Equity Certificateholder's legal representatives or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates heirs to the Trustee claim an accounting or to take any action or proceeding in any court for payment a partition or winding up of all or any part of the final distribution Trust or Trust Assets nor (z) otherwise affect the rights, obligations and cancellation, shall be mailed promptly by the Trustee to Certificateholders not earlier than the 60th day and not later than the 20th day next preceding such final distribution specifying (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment liabilities of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.02. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Regular Distribution Date (or Special Distribution Date, as the case may be). In the event that any money held by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees and the Companyparties hereto.

Termination of the Trust. The respective obligations and responsibilities of the CompanyDepositor, the Guarantor Servicer and the Trustee with respect to created hereby and the Trust created by this Agreement shall terminate upon (i) the distribution to all Holders disposition of the Certificates Trust corpus as of the last day of any Collection Period at the direction of the Class IC Certificateholder, at its option, pursuant to Section 16.02, (ii) the sale, liquidation or disposition of the Trust corpus following a termination upon the bankruptcy of the Class IC Certificateholder as provided in Section 16.03, or (iii) the payment to Certificateholders and the Trustee Surety Bond Issuer of all amounts required to be distributed paid to them pursuant to this Agreement and the Insurance Agreement (as set forth in writing by the Surety Bond Issuer) and the disposition of all property held as part of the Trust PropertyTrust; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust trust created by this Agreement continue beyond one hundred ten (110) the expiration of 21 years following from the date as of which this Agreement is executed. The Servicer shall promptly notify the earliest execution Trustee of any prospective termination pursuant to this AgreementSection 16.01. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 60th 10th day and not later than the 20th day of the month next preceding such final distribution specifying the specified Distribution Date stating (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will shall be made upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specifieddesignated, (B) the amount of any such proposed final payment, and (C) if applicable, that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar (if other than the Trustee) at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.029.04 and, in the event of a termination pursuant to clause (i) or (ii) of the preceding paragraph, the provisions of Section 9 of Annex A hereto shall govern the remaining distributions to Certificateholders. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall, upon notice to the Regular Distribution Date (or Special Distribution DateTrustee, as the case may be). In the event that any money held be distributed by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after United Way of Central Indiana or its successor, and upon such distribution the final distribution date with respect thereto, the Trustee shall pay Certificateholders' rights to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees and the Companyany amounts so distributed will be extinguished.

Termination of the Trust. The respective obligations and responsibilities of the Company, the Guarantor and the Trustee with respect to the Trust shall terminate upon the distribution to all Holders of the Certificates and the Trustee of all amounts required to be distributed to them pursuant to this Agreement and the disposition of all property held as part of the Trust Property; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust continue beyond one hundred ten (110) years following the date of the earliest execution of this Agreement. Notice of any such termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed promptly promptly, upon notice to the Trustee, by the Trustee to Certificateholders not earlier than the 60th day and not later than the 20th day next preceding such final distribution specifying (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the CertificatesCertificates in accordance with such notice, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.02final payments. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Regular Distribution Date (or Special Distribution Date, as the case may be). In the event that any money held by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees Trustees, Owner Participants and the Company.

Termination of the Trust. The respective obligations and responsibilities of the Company, the Guarantor Company and the Trustee with respect to created hereby and the Trust created hereby shall terminate upon the distribution to all Holders of the Certificates and the Trustee Certificateholders of all amounts required to be distributed to them pursuant to this Trust Agreement and the disposition of all property held as part of the Trust Property; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust created hereby continue beyond one hundred ten (110) the expiration of 21 years following from the date death of the earliest execution last survivor of this the descendants of George Herbert Walker Bush, former President of the United States, livxxx xx xxx xxxx xx xxix Xxust Agreement. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed promptly by the Trustee to Certificateholders not earlier than the 60th day and not later than the 20th day next preceding such final distribution specifying (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) , pursuant to Section 4.02. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Regular Distribution Date (or Special Distribution Date, as the case may be). In the event that any money held by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan the Indenture Trustee the appropriate amount of money relating to such Loan the Indenture Trustee and shall give written notice thereof to the related Owner Trustees and the Company.

Termination of the Trust. The respective obligations and ------------------------ responsibilities of the Company, the Guarantor Company and the Trustee with respect to the Trust shall terminate upon the distribution to all Holders of the Certificates Certificateholders and the Trustee of all amounts required to be distributed to them pursuant to this Agreement and the disposition of all property held as part of the Trust Property; PROVIDEDprovided, HOWEVER-------- however, that in no event shall the Trust continue beyond one hundred ten (110) ------- years following the date of the earliest execution of this Agreement. Notice In connection with the occurrence of the event set forth in the paragraph above, notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed promptly promptly, upon notice to the Trustee, by the Trustee to Certificateholders not earlier than the 60th day and not later than the 20th day next preceding such final distribution specifying (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the CertificatesCertificates in accordance with such notice, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) final distribution pursuant to Section 4.02. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Regular Distribution Date (or Special Distribution Date, as the case may be)) specified in the first written notice. In the event that any money held by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees Trustees, the Owner Participants and the Company.

Termination of the Trust. The respective obligations and responsibilities of the CompanySeller, the Guarantor Servicer, the Trustee and the Trustee with respect to the Trust created hereby shall terminate upon the distribution payment to all Holders of the Certificates and the Trustee Certificateholders of all amounts required to be distributed paid to them pursuant to this Agreement and the disposition of all property held as part of the Trust PropertyTrust; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust trust created hereby continue beyond one hundred ten (110) the expiration of 21 years following from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States of America to the Court of St. Xxxxx, living on the date of the earliest execution of this Agreement. Notice The Servicer shall promptly notify the Trustee of any prospective termination pursuant to this Section 11.1. Based upon written notice from the Servicer to the Trustee, notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 60th 15th day and not later than the 20th 25th day of the month next preceding such final distribution specifying the specified Distribution Date stating (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will shall be made upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specifieddesignated, (B) the amount of any such proposed final payment, and (C) if applicable, that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar (if other than the Trustee) at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.025.5. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six (6) months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates If within one (1) year after the Regular Distribution Date (or Special Distribution Date, as the case may be). In the event that any money held by the Trustee for the payment of distributions on second notice all the Certificates shall remain unclaimed not have been surrendered for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect theretocancellation, the Trustee shall pay take appropriate steps, or may appoint an agent to each Loan take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement or if none from Asta Funding. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees and the CompanySeller.

Termination of the Trust. The respective obligations and responsibilities of the Company, the Guarantor and the Trustee with respect to the Trust shall terminate upon the distribution to all Holders of the Certificates and the Trustee of all amounts required to be distributed to them pursuant to this Agreement and the disposition of all property held as part of the Trust Property; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust continue beyond one hundred ten (110) years following the date of the earliest execution of this Agreement. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed promptly by the Trustee to Certificateholders not earlier than the 60th day and not later than the 20th day next preceding such final distribution specifying (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.02. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Regular Distribution Date (or Special Distribution Date, as the case may be). In the event that any money held by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees and the Company.

Termination of the Trust. The respective obligations and responsibilities of the CompanySeller, the Guarantor Servicer, and the Trustee with respect to created hereby and the Trust created by this Agreement shall terminate upon (i) the distribution to all Holders purchase as of the Certificates last day of any Collection Period by the Servicer at its option, pursuant to Section 11.2, of the corpus of the Trust or (ii) the payment to Certificateholders and the Trustee Certificate Insurer of all amounts required to be distributed paid to them pursuant to this Agreement and the disposition of all property held as part of the Trust PropertyTrust; PROVIDED, HOWEVER, that in no event shall the Trust trust created by this Agreement continue beyond one hundred ten (110) the expiration of 21 years following from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the Court of St. Xxxxx, living on the date of the earliest execution of this Agreement. The Servicer shall promptly notify the Trustee and the Certificate Insurer of any prospective termination pursuant to this Section 11.1. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed given promptly by the Trustee by letter to Certificateholders not earlier than the 60th day and mailed not later than the 20th first day next preceding such final distribution specifying of the month in which the specified Distribution Date occurs, stating (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will shall be made upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specifieddesignated, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar (if other than the Trustee) at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders and the Certificate Insurer amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.025.4. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall, upon notice to the Regular Distribution Date (or Special Distribution DateTrustee, as the case may be). In the event that any money held be paid by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date Servicer for deposit into an escrow account, and thereafter Certificateholders shall look only to such escrow account with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount any claims in respect of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees and the Companyfunds.

Termination of the Trust. The Trust, and the respective obligations and responsibilities of the CompanySeller, the Guarantor Servicer and the Trustee shall terminate with respect to the Trust shall terminate Certificateholders upon the distribution first to all Holders occur of (i) the Distribution Date next succeeding the month which is six months after the maturity or other liquidation of the Certificates last Receivable and the Trustee disposition of any amounts received upon liquidation of any property remaining in the Trust and (ii) the payment to Certificateholders of all amounts required to be distributed paid to them pursuant to this Agreement and the disposition of all property held as part of the Trust PropertyAgreement; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust created by the Agreement continue beyond one hundred ten (110) the expiration of 21 years following from the death of the last survivor of the descendants of Xxxxxx Xxxxxxx Xxxxxx Xxxx, the former President of the United States, living on the date of the earliest execution Agreement. The Servicer shall promptly (but in any event not later than the first day of the month of the specified Distribution Date) notify the Trustee, the Paying Agent, the Transfer Agent and Certificate Registrar, and the Rating Agencies in writing of any prospective termination pursuant to this AgreementSection 21.1. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee Transfer Agent and Certificate Registrar for payment of the final distribution and cancellation, shall be mailed given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 60th 15th day and not later than the 20th 25th day of the month next preceding such final distribution specifying (A) the Regular specified Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein specified, (B) stating the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee Transfer Agent and Certificate Registrar therein specified. The Trustee shall give such notice to the Registrar Transfer Agent and Certificate Registrar, the Paying Agent and the Rating Agencies at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Trustee Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.0214.5. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders upon receipt of the appropriate records from the Transfer Agent and Certificate Registrar to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates If within one year after the Regular Distribution Date (or Special Distribution Date, as the case may be). In the event that any money held by the Trustee for the payment of distributions on second notice all the Certificates shall remain unclaimed not have been surrendered for two years (or such lesser time as cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be satisfied, after sixty days' notice from paid out of the Company, is one month prior funds and other assets that shall remain subject to the escheat period provided under applicable law) after Agreement. All Certificates surrendered for payment of the final distribution date with respect thereto, to such Certificates and cancellation shall be cancelled by the Transfer Agent and Certificate Registrar and shall be disposed of in a manner satisfactory to the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees and the CompanySeller.

Termination of the Trust. The With respect to each Trust created hereby and by its related Trust Supplement, the respective obligations and responsibilities of the Company, the Guarantor Company and the Trustee with respect to the created hereby and thereby and such Trust created hereby and thereby shall terminate upon the distribution to all Holders Certificateholders of the Certificates and the Trustee related series of all amounts required to be distributed to them pursuant to this Basic Agreement and the related Trust Supplement and the disposition of all property held as part of the Trust PropertyProperty of such Trust; PROVIDEDprovided, HOWEVERhowever, that in no event shall the such Trust continue beyond one hundred ten (110) years following the final expiration date of the earliest execution of this Agreementdetermined as provided in such Trust Supplement. Notice of any terminationtermination of a Trust, specifying the applicable Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders of any series may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed promptly by the Trustee to Certificateholders of such series not earlier than the 60th day and not later than the 20th day next preceding such final distribution specifying (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates of such series will be made upon presentation and surrender of Certificates of such series at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates of such series at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to CertificateholdersCertificateholders of such series. Upon presentation and surrender of the CertificatesCertificates of such series, the Trustee shall cause to be distributed to Certificateholders of such series amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) , pursuant to Section 4.02. In the event that all of the Certificateholders of such series shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders of such series to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Regular Distribution Date (or Special Distribution Date, as the case may be). In the event that any money held by the Trustee for the payment of distributions on the Certificates of such series shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' ’ notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan the applicable Indenture Trustee the appropriate amount of money relating to such Loan Indenture Trustee and shall give written notice thereof to the related applicable Owner Trustees Trustee and the Company.

Termination of the Trust. The respective obligations and responsibilities of the CompanySeller, the Guarantor Servicer and the Trustee with respect to created hereby and the Trust created by this Agreement shall terminate upon the distribution to all Holders earlier of (i) the maturity or other liquidation of the Certificates last Contract and the Trustee disposition of any amounts received upon liquidation of any remaining Contracts in the Trust (including the purchase of the Contracts by the Servicer pursuant to Section 10.2); (ii) (a) the payment to Certificateholders of all amounts required to be distributed paid to them pursuant to this Agreement and the disposition of all property held as part of the Trust Property; PROVIDEDTrust, HOWEVER(b) termination of the Surety Bond in accordance with its terms and surrender of the Surety Bond to the Insurer for cancellation, (c) the payment of all amounts owed to the Trustee under this Agreement and (d) the payment of all amounts owed to the Insurer under the Insurance Agreement, provided, however, that in no event shall the Trust trust created by the Agreement continue beyond one hundred ten (110) the expiration of 21 years following from the death of the survivor of the descendants, living on the date of the earliest execution of this Agreement, of Josexx X. Xxxxxxx, xxrmerly United States representative at the Court of St. Jamex. Xxe Servicer shall promptly notify the Trustee and the Insurer of any respective termination pursuant to this Section 10.1. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed given promptly by the Trustee by letter to Certificateholders mailed not later than the 10th day prior to the specified Distribution Date and not earlier than the 60th 15th day and not later than of the 20th day next preceding such final distribution specifying (A) month prior to the Regular month of the specified Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein specified, (B) stating the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Trustee shall cause 76 81 to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.024.3. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee Servicer shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Servicer may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to the Agreement. Any funds remaining in the Trust after exhaustion of such remedies and after all payments to be made to the Regular Distribution Date (or Special Distribution Date, as Trustee and the case may be). In the event that any money held Insurer shall be distributed by the Trustee for to a charity designated by the payment Servicer. Notwithstanding any provision to the contrary, the Trustee shall retain all of distributions on its rights and powers and obligations and duties under Section 8.5 in the Certificates shall remain unclaimed for two years (or such lesser time as event of any Insolvency Proceeding and the Trustee shall be satisfiedentitled to all the protections, after sixty days' notice from the Company, is one month prior to the escheat period rights and immunities provided under applicable law) after the final distribution date in Article IX in connection with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to any such Loan Trustee and shall give written notice thereof to the related Owner Trustees and the CompanyInsolvency Proceeding.

Termination of the Trust. The Trust, and the respective obligations and responsibilities of the CompanySeller, the Guarantor Servicer and the Trustee shall terminate with respect to the Trust shall terminate Certificateholders upon the distribution first to all Holders occur of (i) the Distribution Date next succeeding the month which is six months after the maturity or other liquidation of the Certificates last Receivable and the Trustee disposition of any amounts received upon liquidation of any property remaining in the Trust and (ii) the payment to Certificateholders of all amounts required to be distributed paid to them pursuant to this Agreement and the disposition of all property held as part of the Trust PropertyAgreement; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust created by the Agreement continue beyond one hundred ten (110) the expiration of 21 years following from the death of the last survivor of the descendants of Xxxxxx Xxxxxxx Xxxxxx Xxxx, the former President of the United States, living on the date of the earliest execution Agreement. The Servicer shall promptly (but in any event not later than the first day of the month of the specified Distribution Date) notify the Trustee, the Paying Agent, the Transfer Agent and Certificate Registrar, and the Rating Agencies in writing of any prospective termination pursuant to this AgreementSection 21.1. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee Transfer Agent and Certificate Registrar for payment of the final distribution and cancellation, shall be mailed given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 60th 15th day and not later than the 20th 25th day of the month next preceding such final distribution specifying (A) the Regular specified Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein specified, (B) stating the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee Transfer Agent and Certificate Registrar therein specified. The Trustee shall give such notice to the Registrar Transfer Agent and Certificate Registrar, the Paying Agent and the Rating Agencies at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Trustee Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.0214.5. 104 In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders upon receipt of the appropriate records from the Transfer Agent and Certificate Registrar to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates If within one year after the Regular Distribution Date (or Special Distribution Date, as the case may be). In the event that any money held by the Trustee for the payment of distributions on second notice all the Certificates shall remain unclaimed not have been surrendered for two years (or such lesser time as cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be satisfied, after sixty days' notice from paid out of the Company, is one month prior funds and other assets that shall remain subject to the escheat period provided under applicable law) after Agreement. All Certificates surrendered for payment of the final distribution date with respect thereto, to such Certificates and cancellation shall be cancelled by the Transfer Agent and Certificate Registrar and shall be disposed of in a manner satisfactory to the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees and the CompanySeller.

Termination of the Trust. The respective obligations and responsibilities of the CompanySeller, the Guarantor Servicer, and the Trustee with respect to created hereby and the Trust created by this Agreement shall terminate upon (i) the distribution to all Holders purchase as of the Certificates last day of any Collection Period by the Servicer at its option, pursuant to Section 11.2, of the corpus of the Trust or (ii) the payment to Certificateholders and the Trustee Certificate Insurer of all amounts required to be distributed paid to them pursuant to this Agreement and the disposition of all property held as part of the Trust PropertyTrust; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust trust created by this Agreement continue beyond one hundred ten (110) the expiration of 21 years following from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the Court of St. Xxxxx, living on the date of the earliest execution of this Agreement. The Servicer shall promptly notify the Trustee and the Certificate Insurer of any prospective termination pursuant to this Section 11.1. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed given promptly by the Trustee by letter to Certificateholders not earlier than the 60th day and mailed not later than the 20th first day next preceding such final distribution specifying of the month in which the specified Distribution Date occurs, stating (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will shall be made upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specifieddesignated, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar (if other than the Trustee) at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders and the Certificate Insurer amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.025.4. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall, upon notice to the Regular Distribution Date (or Special Distribution DateTrustee, as the case may be). In the event that any money held be paid by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date Servicer for deposit into an escrow account, and thereafter Certificateholders shall look only to such escrow account with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount any claims in respect of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees and the Companyfunds.

Termination of the Trust. The respective obligations and responsibilities of the Company, the Guarantor Company and the Trustee with respect to the Trust shall terminate upon 57 -52- the distribution to all Holders of the Certificates and the Trustee of all amounts required to be distributed to them pursuant to this Agreement and the disposition of all property held as part of the Trust Property; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust continue beyond one hundred ten (110) years following the date of the earliest execution of this Trust Agreement. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution Distribution Date and cancellation, shall be mailed promptly by the Trustee to Certificateholders not earlier than the 60th day and not later than the 20th day next preceding such final distribution Distribution Date specifying (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the CertificatesCertificates in accordance with such notice, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.02final payments. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Regular Distribution Date (or Special Distribution Date, as specified in the case may be)first written notice. In the event that any money held by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees Trustees, the Owner Participants and the Company.

Termination of the Trust. The respective obligations and responsibilities of the Company, the Guarantor Trust and the Trustee with respect to (i) which are for the Trust benefit of the Certificateholders shall terminate upon the distribution to all Holders of the Certificates Certificateholders and the Trustee of all amounts required to be distributed to them pursuant to this Agreement and the disposition of all property held as part of the Assigned Trust PropertyProperty and (ii) which are for the benefit of the Extension Option Buyer shall terminate upon the payment to the Extension Option Buyer of all amounts due to it under the ISDA Master Agreement; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust continue beyond one hundred ten (110) years following the date of the earliest execution of this Trust Agreement. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of on the final distribution Final Distribution Date and cancellation, shall be mailed promptly by the Trustee to Certificateholders not earlier than the 60th day and not later than the 20th day next preceding such final distribution Distribution Date specifying (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the CertificatesCertificates in accordance with such notice, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.02final payments. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Regular Distribution Date (or Special Distribution Date, as the case may be)) specified in the first written notice. In the event that any money held by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Indenture Trustee the appropriate amount of money relating to such Loan Indenture Trustee and shall give written notice thereof to the related Owner Trustees and the Company.. 67

Termination of the Trust. The respective obligations and responsibilities of the CompanySeller, the Guarantor Servicer, the Trustee and the Trustee with respect to the Trust created hereby shall terminate upon the distribution payment to all Holders of the Certificates and the Trustee Certificateholders of all amounts required to be distributed paid to them pursuant to this Agreement and the disposition of all property held as part of the Trust PropertyTrust; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust trust created hereby continue beyond one hundred ten (110) the expiration of 21 years following from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States of America to the Court of St. Xxxxx, living on the date of the earliest execution of this Agreement. The Servicer shall promptly notify the Trustee of any prospective termination pursuant to this Section 11.1. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 60th 15th day and not later than the 20th 25th day of the month next preceding such final distribution specifying the specified Distribution Date stating (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will shall be made upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specifieddesignated, (B) the amount of any such proposed final payment, and (C) if applicable, that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar (if other than the Trustee) at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.025.5. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six (6) months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates If within one (1) year after the Regular Distribution Date (or Special Distribution Date, as the case may be). In the event that any money held by the Trustee for the payment of distributions on second notice all the Certificates shall remain unclaimed not have been surrendered for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect theretocancellation, the Trustee shall pay take appropriate steps, or may appoint an agent to each Loan take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement or if none from Asta Funding. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees and the CompanySeller.

Termination of the Trust. The With respect to each Trust ------------------------ created hereby and by its related Trust Supplement, the respective obligations and responsibilities of the Company, the Guarantor Company and the Trustee with respect to the created hereby and thereby and such Trust created hereby and thereby shall terminate upon the distribution to all Holders Certificateholders of the Certificates and the Trustee related series of all amounts required to be distributed to them pursuant to this Basic Agreement and the related Trust Supplement and the disposition of all property held as part of the Trust PropertyProperty of such Trust; PROVIDEDprovided, HOWEVERhowever, that in no event shall the such Trust continue beyond one hundred ten (110) years following the final expiration date of the earliest execution of this Agreementdetermined as provided in such Trust Supplement. Notice of any terminationtermination of a Trust, specifying the applicable Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders of any series may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed promptly by the Trustee to Certificateholders of such series not earlier than the 60th day and not later than the 20th day next preceding such final distribution specifying (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates of such series will be made upon presentation and surrender of Certificates of such series at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates of such series at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to CertificateholdersCertificateholders of such series. Upon presentation and surrender of the CertificatesCertificates of such series, the Trustee shall cause to be distributed to Certificateholders of such series amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) , pursuant to Section 4.02. In the event that all of the Certificateholders of such series shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders of such series to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Regular Distribution Date (or Special Distribution Date, as the case may be). In the event that any money held by the Trustee for the payment of [Pass Through Trust Agreement] distributions on the Certificates of such series shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan the applicable Indenture Trustee the appropriate amount of money relating to such Loan Indenture Trustee and shall give written notice thereof to the related applicable Owner Trustees Trustee and the Company.

Termination of the Trust. The respective obligations and responsibilities of the CompanyLBAC, the Guarantor Depositor, the Servicer, the Custodian and the Trustee with respect to created hereby and the Trust created by this Agreement shall terminate upon the distribution payment to all Holders of the Certificates and the Trustee Certificateholders of all amounts required to be distributed paid to them pursuant to this Agreement Agreement, [satisfaction of all Reimbursement Obligations,] and the expiration of any preference period related thereto and the disposition of all property held as part of the Trust PropertyTrust; PROVIDEDprovided, HOWEVERhowever, in any case there shall be delivered to the Trustee [and the Certificate Insurer] an Opinion of Counsel that all applicable preference periods under federal, state and local bankruptcy, insolvency and similar laws have expired with respect to the payments pursuant to this Section 10.1; provided, further, however, that in no event shall the Trust trust created by this Agreement continue beyond one hundred ten (110) the expiration of 21 years following from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States of America to the Court of St. Xxxxx, living on the date of the earliest execution of this Agreement. The Servicer shall promptly notify the Trustee, the Depositor, each Rating Agency [and the Certificate Insurer] of any prospective termination pursuant to this Section 10.1. 101 Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 60th 15th day and not later than the 20th 25th day of the month next preceding such final distribution specifying the specified Distribution Date stating (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will shall be made upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specifieddesignated, (B) the amount of any such proposed final payment, and (C) if applicable, that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Depositor and the Certificate Registrar (if other than the Trustee) at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.024.6. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on If within one year after the second notice all the Certificates after the Regular Distribution Date (or Special Distribution Dateshall not have been surrendered for cancellation, as the case may be). In the event that any money held by the Trustee shall take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement or, if none, from LBAC. Notwithstanding the foregoing, any funds remaining on deposit in the Certificate Account for the payment of distributions on the Certificates shall remain and not applied but remaining unclaimed for two years (or after the date upon which principal and interest on such lesser time as Certificates shall have become due and payable, shall, at the election of the Trustee shall or upon the written request of LBAC and unless otherwise required by mandatory provisions of law, be satisfied, after sixty days' notice from the Company, is one month prior paid to the escheat period provided under applicable National Stroke Council by the Trustee, and the holder of any Certificate [and the Certificate Insurer], shall, unless otherwise required by mandatory provisions of law) after , thereafter look only to the final distribution date Depositor for any payment which such Person may be entitled to collect, and all liability of the Trustee with respect thereto, to such funds and all obligations (other than obligations which by their express terms survive termination of the Trust) of the Trustee under this Agreement shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees and the Companythereupon cease.

Termination of the Trust. The respective obligations and responsibilities of the CompanyLBAC, the Guarantor Depositor, the Servicer, the Custodian and the Trustee with respect to created hereby and the Trust created by this Agreement shall terminate upon the distribution payment to all Holders of the Certificates and the Trustee Certificateholders of all amounts required to be distributed paid to them pursuant to this Agreement Agreement, satisfaction of all Reimbursement Obligations, and the expiration of any preference period related thereto and the disposition of all property held as part of the Trust PropertyTrust; PROVIDED, HOWEVER, in any case there shall be delivered to the Trustee and the Certificate Insurer an Opinion of Counsel that all applicable preference periods under federal, state and local bankruptcy, insolvency and similar laws have expired with respect to the payments pursuant to this Section 10.1; PROVIDED, FURTHER, HOWEVER, that in no event shall the Trust trust created by this Agreement continue beyond one hundred ten (110) the expiration of 21 years following from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States of America to the Court of St. Xxxxx, living on the date of the earliest execution of this Agreement. The Servicer shall promptly notify the Trustee, the Depositor, each Rating Agency and the Certificate Insurer of any prospective termination pursuant to this Section 10.1. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 60th 15th day and not later than the 20th 25th day of the month next preceding such final distribution specifying the specified Distribution Date stating (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will shall be made upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specifieddesignated, (B) the amount of any such proposed final payment, and (C) if applicable, that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Depositor and the Certificate Registrar (if other than the Trustee) at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.024.6. 106 In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on If within one year after the second notice all the Certificates after the Regular Distribution Date (or Special Distribution Dateshall not have been surrendered for cancellation, as the case may be). In the event that any money held by the Trustee shall take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement or, if none, from LBAC. Notwithstanding the foregoing, any funds remaining on deposit in the Certificate Account for the payment of distributions on the Certificates shall remain and not applied but remaining unclaimed for two years (or after the date upon which principal and interest on such lesser time as Certificates shall have become due and payable, shall, at the election of the Trustee shall or upon the written request of LBAC and unless otherwise required by mandatory provisions of law, be satisfied, after sixty days' notice from the Company, is one month prior paid to the escheat period provided under applicable National Stroke Council by the Trustee, and the holder of any Certificate and the Certificate Insurer, shall, unless otherwise required by mandatory provisions of law) after , thereafter look only to the final distribution date Depositor for any payment which such Person may be entitled to collect, and all liability of the Trustee with respect thereto, to such funds and all obligations (other than obligations which by their express terms survive termination of the Trust) of the Trustee under this Agreement shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees and the Companythereupon cease.

Termination of the Trust. The respective obligations and responsibilities of the Company, the Guarantor Company and the Trustee with respect to the Trust shall terminate upon the distribution to all Holders of the Certificates and the Trustee of all amounts required to be distributed to them pursuant to this Agreement and the disposition of all property held as part of the Trust Property; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust continue beyond one hundred ten (110) years following the date of the earliest execution of this Trust Agreement. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of on the final distribution Distribution Date and cancellation, shall be mailed promptly by the Trustee to Certificateholders not earlier than the 60th day and not later than the 20th day next preceding such final distribution Distribution Date specifying (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the CertificatesCertificates in accordance with such notice, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.02final payments. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Regular Distribution Date (or Special Distribution Date, as specified in the case may be)first written notice. In the event that any money held by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee 58 53 and shall give written notice thereof to the related Owner Trustees Trustees, the Owner Participants and the Company.

Termination of the Trust. The respective obligations and responsibilities of the Company, the Guarantor and the Trustee with respect to the Trust shall terminate upon the distribution to all Holders of the Certificates and the Trustee of all amounts required to be distributed to them pursuant to this Agreement and the disposition of all property held as part of the Trust Property; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust continue beyond one hundred ten (110) years following the date of the earliest execution of this Agreement. Notice of any such termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed promptly promptly, upon notice to the Trustee, by the Trustee to Certificateholders not earlier than the 60th day and not later than the 20th day next preceding such final distribution specifying (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the CertificatesCertificates in accordance with such notice, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.02final payments. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Regular Distribution Date (or Special Distribution Date, as the case may be). In the event that any money held by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees Trustees, Owner Participants and the Company.. 57

Termination of the Trust. The respective obligations and responsibilities of the Company, the Guarantor Company and the Trustee with respect to the Trust shall terminate upon the distribution to all Holders of the Certificates and the Trustee of all amounts required to be distributed to them pursuant to this Agreement and the disposition of all property held as part of the Trust Property; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust continue beyond one hundred ten (110) years following the date of the earliest execution of this Trust Agreement. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution Distribution Date and cancellation, shall be mailed promptly by the Trustee to Certificateholders not earlier than the 60th day and not later than the 20th day next preceding such final distribution Distribution Date specifying (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the CertificatesCertificates in accordance with such notice, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.02final payments. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Regular Distribution Date (or Special Distribution Date, as the case may be). In the event that any money held by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees Trustees, the Owner Participants and the Company.

Termination of the Trust. The respective obligations and responsibilities of the Company, the Guarantor Company and the Trustee with respect to the Trust shall terminate upon the distribution to all Holders of the Certificates and the Trustee of all amounts required to be distributed to them pursuant to this Agreement and the disposition of all property held as part of the Trust Property; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust continue beyond one hundred ten (110) years following the date of the earliest execution of this Trust Agreement. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of on the final distribution Distribution Date and cancellation, shall be mailed promptly by the Trustee to Certificateholders not earlier than the 60th day and not later than the 20th day next preceding such final distribution Distribution Date specifying (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the CertificatesCertificates in accordance with such notice, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.02final payments. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Regular Distribution Date (or Special Distribution Date, as specified in the case may be)first written notice. In the event that any money held by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees Trustees, the Owner Participants and the Company.. 58 -53- ARTICLE XII

Termination of the Trust. The respective obligations ------------------------ and responsibilities of the CompanySeller, the Guarantor Servicer and the Trustee with respect to (except for the obligations contained in Sections 5.09(d) and 11.15) created hereby and the Trust created by the Agreement shall terminate upon (i) the purchase as of the last day of any Collection Period by the Servicer at its option, pursuant to Section 12.02, of the corpus of the Trust and the subsequent distribution to all Holders Certificateholders pursuant to Section 5.06 of the Certificates and amount required to be deposited pursuant to Section 12.02, (ii) the Trustee payment to Certificateholders of all amounts required to be distributed paid to them pursuant to this the Agreement and the disposition of all property held as part of the Trust Propertyor (iii) the maturity or other liquidation of the last Receivable and the disposition of any amounts received upon liquidation of any remaining Receivables; PROVIDEDprovided, HOWEVERhowever, that -------- ------- in no event shall the Trust trust created by the Agreement continue beyond one hundred ten (110) the expiration of 21 years following from the death of the last survivor of the descendants of Xxxx Xxxxxxx, formerly of Massachusetts, living on the date of the earliest execution Agreement. The Servicer shall promptly notify the Trustee of any prospective termination pursuant to this AgreementSection 12.01. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 60th 15th day and not later than the 20th 25th day of the month next preceding such final distribution specifying the specified Distribution Date stating (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will shall be made upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specifieddesignated, (B) the amount of any such proposed final payment, payment and (C) if applicable, that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar (if other than the Trustee) at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.025.06. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to the Agreement. Subject to any applicable law, any funds remaining in the Trust after the Regular Distribution Date (or Special Distribution Date, as the case may be). In the event that any money held exhaustion of such remedies shall be distributed by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees and the CompanyChildrens Hospital Los Angeles.

Termination of the Trust. The respective obligations and responsibilities of the CompanySeller, the Guarantor Servicer, the Trustee and the Trustee with respect to the Trust created hereby shall terminate upon the distribution payment to all Holders of the Certificates and the Trustee Certificateholders of all amounts required to be distributed paid to them pursuant to this Agreement and the disposition of all property held as part of the Trust PropertyTrust; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust trust created hereby continue beyond one hundred ten (110) the expiration of 21 years following from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late ambassador of the United States of America to the Court of St. Jxxxx, living on the date of the earliest execution of this Agreement. The Servicer shall promptly notify the Trustee of any prospective termination pursuant to this Section 11.1. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 60th 15th day and not later than the 20th 25th day of the month next preceding such final distribution specifying the specified Distribution Date stating (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will shall be made upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specifieddesignated, (B) the amount of any such proposed final payment, and (C) if applicable, that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar (if other than the Trustee) at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.025.5. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six (6) months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates If within one (1) year after the Regular Distribution Date (or Special Distribution Date, as the case may be). In the event that any money held by the Trustee for the payment of distributions on second notice all the Certificates shall remain unclaimed not have been surrendered for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect theretocancellation, the Trustee shall pay take appropriate steps, or may appoint an agent to each Loan take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement or if none from Asta Funding. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees and the CompanySeller.

Termination of the Trust. The respective obligations and ------------------------ responsibilities of the Company, the Guarantor Company and the Trustee with respect to the Trust shall terminate upon the distribution to all Holders of the Certificates Certificateholders and the Trustee of all amounts required to be distributed to them pursuant to this Agreement and the disposition of all property held as part of the Trust Property; PROVIDEDprovided, HOWEVER----------- -------- however, that in no event shall the Trust continue beyond one hundred ten (110) years following the date of the earliest execution of this Agreement. Notice In connection with the occurrence of the event set forth in the paragraph above, notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed promptly promptly, upon notice to the Trustee, by the Trustee to Certificateholders not earlier than the 60th day and not later than the 20th day next preceding such final distribution specifying (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the CertificatesCertificates in accordance with such notice, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) final distribution pursuant to Section 4.02. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Regular Distribution Date (or Special Distribution Date, as the case may be)) specified in the first written notice. In the event that any money held by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees Trustees, the Owner Participants and the Company.

Termination of the Trust. The With respect to each Trust created hereby and by its related Trust Supplement, the respective obligations and responsibilities of the Company, the Guarantor Company and the Trustee with respect to the created hereby and thereby and such Trust created hereby and thereby shall terminate upon the distribution to all Holders Certificateholders of the Certificates and the Trustee related series of all amounts required to be distributed to them pursuant to this Basic Agreement and the related Trust Supplement and the disposition of all property held as part of the Trust PropertyProperty of such Trust; PROVIDEDprovided, HOWEVERhowever, that in no event shall the such Trust continue beyond one hundred ten (110) years following the final expiration date of the earliest execution of this Agreementdetermined as provided in such Trust Supplement. Notice of any terminationtermination of a Trust, specifying the applicable Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders of any series may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed promptly by the Trustee to Certificateholders of such series not earlier than the 60th day and not later than the 20th day next preceding such final distribution specifying (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates of such series will be made upon presentation and surrender of Certificates of such series at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates of such series at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to CertificateholdersCertificateholders of such series. Upon presentation and surrender of the CertificatesCertificates of such series, the Trustee shall cause to be distributed to Certificateholders of such series amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) , pursuant to Section 4.02. In the event that all of the Certificateholders of such series shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders of such series to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Regular Distribution Date (or Special Distribution Date, as the case may be). In the event that any money held by the Trustee for the payment of distributions on the Certificates of such series shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan the applicable Indenture Trustee the appropriate amount of money relating to such Loan Indenture Trustee and shall give written notice thereof to the related applicable Owner Trustees Trustee and the Company.

Termination of the Trust. The respective obligations and responsibilities of the CompanySeller, the Guarantor Servicer and the Trustee with respect to (except for the obligations contained in Sections 5.08(c) and 11.15) created hereby and the Trust created by this Agreement shall terminate upon (a) the purchase as of the last day of any Collection Period by the Servicer at its option, pursuant to Section 12.02, of the corpus of the Trust and the subsequent distribution to all Holders Certificateholders pursuant to Section 5.06 of the Certificates and amount required to be deposited pursuant to Section 12.02, (b) the Trustee payment to Certificateholders of all amounts required to be distributed paid to them pursuant to this Agreement and the disposition of all property held as part of the Trust Propertyor (c) the maturity or other liquidation of the last Receivable and the disposition of any amounts received upon liquidation of any remaining Receivables; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust trust created by this Agreement continue beyond one hundred ten (110) the expiration of 21 years following from the death of the last survivor of the descendants of Rose Kennedy, formerly of Massachusetts, living on the date of this Agxxxxxxx. Xxx Servicer shall promptly notify the earliest execution Trustee of any prospective termination pursuant to this AgreementSection 12.01. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 60th 15th day and not later than the 20th 25th day of the month next preceding such final distribution specifying the specified Distribution Date stating (Aa) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will shall be made upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specifieddesignated, (Bb) the amount of any such proposed final payment, payment and (Cc) if applicable, that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar (if other than the Trustee) at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.025.06. In the event that If fewer than all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on If within one year after the second notice fewer than all the Certificates have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to any applicable law, any funds remaining in the Trust after the Regular Distribution Date (or Special Distribution Date, as the case may be). In the event that any money held exhaustion of such remedies shall be distributed by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees and the CompanyChildren's Hospital Los Angeles.

Termination of the Trust. The respective obligations and responsibilities of the Company, the Guarantor Company and the Trustee with respect to the Trust shall terminate upon the distribution to all Holders of the Certificates and the Trustee of all amounts required to be distributed to them pursuant to this Agreement and the disposition of all property held as part of the Trust Property; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust continue beyond one hundred ten (110) years following the date of the earliest execution of this Trust Agreement. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of on the final distribution Distribution Date and cancellation, shall be mailed promptly by the Trustee to Certificateholders not earlier than the 60th day and not later than the 20th day next preceding such final distribution Distribution Date specifying (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the CertificatesCertificates in accordance with such notice, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.02final payments. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Regular Distribution Date (or Special Distribution Date, as specified in the case may be)first written notice. In the event that any money held by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees Trustees, the Owner Participants and the Company.. 58 53 ARTICLE XII

Termination of the Trust. The respective obligations and responsibilities of the Company, the Guarantor Company and the Trustee with respect to created hereby and the Trust created hereby shall terminate upon the distribution to all Holders of the Certificates and the Trustee Certificateholders of all amounts required to be distributed to them pursuant to this Trust Agreement and the disposition of all property held as part of the Trust Property; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust created hereby continue beyond one hundred ten (110) the expiration of 21 years following from the death of the last survivor of the descendants of Xxxxxx Xxxxxxx Xxxxxx Xxxx, former President of the United States, living on the date of the earliest execution of this Trust Agreement. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed promptly by the Trustee to Certificateholders not earlier than the 60th day and not later than the 20th day next preceding such final distribution specifying (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) , pursuant to Section 4.02. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Regular Distribution Date (or Special Distribution Date, as the case may be). In the event that any money held by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan the Indenture Trustee the appropriate amount of money relating to such Loan the Indenture Trustee and shall give written notice thereof to the related Owner Trustees and the Company.

Termination of the Trust. The respective obligations and responsibilities of the Company, the Guarantor Company and the Trustee with respect to the Applicable Trust shall terminate upon the distribution to all Holders of the Certificates Applicable Certificateholders and the Trustee of all amounts required to be distributed to them pursuant to this Agreement and the disposition of all property held as part of the Trust Property; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Applicable Trust continue beyond 21 years less one hundred ten (110) years day following the date death of the earliest execution last survivor of this Agreementall descendants living on the date hereof of Xxxxxx X. Xxxxxxx, Xx., unless applicable law shall permit a longer term, in which case such longer term shall apply. Notice of any termination, termination specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Applicable Certificateholders may surrender their Applicable Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed promptly by the Trustee to Applicable Certificateholders not earlier than the 60th day and not later than the 20th 15th day next preceding such final distribution Distribution Date specifying (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Applicable Certificates will be made upon presentation and surrender of Applicable Certificates at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Applicable Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to Applicable Certificateholders. Upon presentation and surrender of the CertificatesApplicable Certificates in accordance with such notice, the Trustee shall cause to be distributed to Applicable Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.02final payments. In the event that all of the Applicable Certificateholders shall not surrender their Applicable Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Applicable Certificateholders to surrender their Applicable Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Applicable Certificates after the Regular Distribution Date (or Special Distribution Date, as specified in the case may be)first written notice. In the event that any money held by the Trustee for the payment of distributions on the Applicable Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees Trustees, the Owner Participants and the Company.

Termination of the Trust. The respective obligations and responsibilities of the Company, the Guarantor Company and the Trustee with respect to the Trust shall terminate upon the distribution to all Holders of the Certificates Certificateholders and the Trustee of all amounts required to be distributed to them pursuant to this Agreement and the disposition of all property held as part of the Trust Property; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust continue beyond one hundred ten (110) years following the date of the earliest execution of this Agreement. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed promptly by the Trustee to Certificateholders not earlier than the 60th day and not later than the 20th 15th day next preceding such final distribution Distribution Date specifying (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (Cc) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the CertificatesCertificates in accordance with such notice, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.02final payments. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Regular Distribution Date (or Special Distribution Date, as specified in the case may be)first written notice. In the event that any money held by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees Trustees, the Owner Participants and the Company.. 66 60 ARTICLE XII

Termination of the Trust. The respective obligations and responsibilities of the CompanyDepositor, the Guarantor Servicer and the Trustee with respect to created hereby and the Trust created by this Agreement shall terminate upon (i) the distribution to all Holders disposition of the Certificates Trust corpus as of the last day of any Collection Period at the direction of the Class IC Certificateholder, at its option, pursuant to Section 16.02, (ii) the sale, liquidation or disposition of the Trust corpus following a termination upon the bankruptcy of the Class IC Certificateholder as provided in Section 16.03, or (iii) the payment to Certificateholders and the Trustee Surety Bond Issuer of all amounts required to be distributed paid to them pursuant to this Agreement and the Insurance Agreement (as set forth in writing by the Surety Bond Issuer) and the disposition of all property held as part of the Trust PropertyTrust; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust trust created by this Agreement continue beyond one hundred ten (110) the expiration of 21 years following from the date as of which this Agreement is executed. The Servicer shall promptly notify the earliest execution Trustee of any prospective termination pursuant to this AgreementSection 16.01. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 60th 10th day and not later than the 20th day of the month next preceding such final distribution specifying the specified Distribution Date stating (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will shall be made upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specifieddesignated, (B) the amount of any such proposed final payment, and (C) if applicable, that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar (if other than the Trustee) at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.029.04 and, in the event of a termination pursuant to clause (i) or (ii) of the preceding paragraph, the provisions of Section 9 of Annex A hereto shall govern the remaining distributions to Certificateholders. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall, upon notice to the Regular Distribution Date (or Special Distribution DateTrustee, as the case may be). In the event that any money held be distributed by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after __________ [BAY VIEW TO COMPLETE] or its successor, and upon such distribution the final distribution date with respect thereto, the Trustee shall pay Certificateholders' rights to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees and the Companyany amounts so distributed will be extinguished.

Termination of the Trust. The Trust, and the respective obligations and responsibilities of the CompanyDepositor, the Guarantor Servicer and the Trustee Trustee, shall terminate with respect to the Trust shall terminate Certificateholders upon the distribution first to all Holders occur of (i) the Payment Date next succeeding the month which is six months after the maturity or other liquidation of the Certificates last Receivable and the Trustee disposition of any amounts received upon liquidation of any property remaining in the Trust and (ii) the payment to Certificateholders of all amounts required to be distributed paid to them pursuant to this Agreement and the disposition of all property held as part of the Trust PropertyAgreement; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust created by this Agreement continue beyond one hundred ten (110) the expiration of 21 years following from the date death of the earliest execution last survivor of the descendants of George Herbert Walker Bush, the former President of the United States, xxxxxx xx xxx xxxx xf xxxs Agreement. The Servicer shall promptly (but in any event not later than the first day of the month of the specified Payment Date) notify the Trustee, the Paying Agent, the Transfer Agent and Certificate Registrar, and the Rating Agencies in writing of any prospective termination pursuant to this AgreementSection 14.1. Notice of any termination, specifying the Regular Distribution Payment Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee Transfer Agent and Certificate Registrar for payment of the final distribution and cancellation, shall be mailed given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 60th 15th day and not later than the 20th 25th day of the month next preceding such final distribution specifying (A) the Regular Distribution specified Payment Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein specified, (B) stating the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Payment Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee Transfer Agent and Certificate Registrar therein specified. The Trustee shall give such notice to the Registrar Transfer Agent and Certificate Registrar, the Paying Agent and the Rating Agencies at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Trustee Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Payment Date (or Special Distribution Date, as the case may be) pursuant to Section 4.027.5. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders upon receipt of the appropriate records from the Transfer Agent and Certificate Registrar to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates If within one year after the Regular Distribution Date (or Special Distribution Date, as the case may be). In the event that any money held by the Trustee for the payment of distributions on second notice all the Certificates shall remain unclaimed not have been surrendered for two years (or such lesser time as cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be satisfied, after sixty days' notice from paid out of the Company, is one month prior funds and other assets that shall remain subject to the escheat period provided under applicable law) after this Agreement. All Certificates surrendered for payment of the final distribution date with respect thereto, to such Certificates and cancellation shall be cancelled by the Transfer Agent and Certificate Registrar and shall be disposed of in a manner satisfactory to the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees and the CompanyDepositor.

Termination of the Trust. The respective obligations and responsibilities of the Company, the Guarantor Company and the Trustee with respect to the Trust shall terminate upon the distribution to all Holders of the Certificates and the Trustee of all amounts required to be distributed to them pursuant to this Agreement and the disposition of all property held as part of the Trust Property; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust continue beyond one hundred ten (110) years following the date of the earliest execution of this Trust Agreement. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of on the final distribution Distribution Date and cancellation, shall be mailed promptly by the Trustee to Certificateholders not earlier than the 60th day and not later than the 20th day next preceding such final distribution Distribution Date specifying (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the CertificatesCertificates in accordance with such notice, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.02final payments. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Regular Distribution Date (or Special Distribution Date, as specified in the case may be)first written notice. In the event that any money held by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees Trustees, the Owner Participants and the Company.. 208 53

Termination of the Trust. The respective obligations and responsibilities of the CompanySeller, the Guarantor Servicer and the Trustee with respect to created hereby and the Trust created by this Agreement shall terminate upon the distribution to all Holders earlier of (i) the maturity or other liquidation of the Certificates last Contract and the Trustee disposition of any amounts received upon liquidation of any remaining Contracts in the Trust (including the purchase of the Contracts by the Servicer pursuant to Section 10.2) and (ii) (a) the payment to Certificateholders of all amounts required to be distributed paid to them pursuant to this Agreement and the disposition of all property held as part of the Trust PropertyTrust, (b) termination of the Financial Guarantee Insurance Policy in accordance with its terms and surrender of the Financial Guarantee Insurance Policy to the Insurer for cancellation, (c) the payment of all amounts owed to the Trustee under this Agreement and (d) the payment of all amounts owed to the Insurer under the Insurance Agreement; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust trust created by this Agreement continue beyond one hundred ten (110) the expiration of 21 years following from the death of the survivor of the descendants, living on the date of the earliest execution of this Agreement, of Josexx X. Xxxxxxx, xxrmerly United States representative at the Court of St. Jamex. Xxe Servicer shall promptly notify the Trustee and the Insurer of any prospective termination pursuant to this Section 10.1. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed given promptly by the Trustee by letter to Certificateholders mailed not later than the 10th day prior to the specified Distribution Date and not earlier than the 60th 15th day and not later than of the 20th day next preceding such final distribution specifying (A) month prior to the Regular month of the specified Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein specified, (B) stating the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.024.3. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee Servicer shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Servicer may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies and after all payments to be made to the Regular Distribution Date (or Special Distribution Date, as Trustee and the case may be). In the event that any money held Insurer shall be distributed by the Trustee for to a charity designated by the payment Servicer. Notwithstanding any provision to the contrary, the Trustee shall retain all of distributions on its rights and powers and obligations and duties under Section 8.5 in the Certificates shall remain unclaimed for two years (or such lesser time as event of any Insolvency Proceeding and the Trustee shall be satisfiedentitled to all the protections, after sixty days' notice from the Company, is one month prior to the escheat period rights and immunities provided under applicable law) after the final distribution date in Article IX in connection with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to any such Loan Trustee and shall give written notice thereof to the related Owner Trustees and the CompanyInsolvency Proceeding.

Termination of the Trust. The respective obligations and responsibilities of the Company, the Guarantor and the Trustee with respect to the Trust shall terminate upon the distribution to all Holders of the Certificates and the Trustee of all amounts required to be distributed to them pursuant to this Agreement and the disposition of all property held as part of the Trust Property; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust continue beyond one hundred ten (110) years following the date of the earliest execution of this Trust Agreement. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed promptly promptly, upon notice to the Trustee, by the Trustee to Certificateholders not earlier than the 60th day and not later than the 20th day next preceding such final distribution specifying (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the CertificatesCertificates in accordance with such notice, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) final distribution pursuant to Section 4.02. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Regular Distribution Date (or Special Distribution Date, as the case may be)) specified in the first written notice. In the event that any money held by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees Trustees, the Owner Participants and the Company.

Termination of the Trust. The With respect to each Trust created hereby and by its related Trust Supplement, the respective obligations and responsibilities of the Company, the Guarantor Company and the Trustee with respect to the created hereby and thereby and such Trust created hereby and thereby shall terminate upon the distribution to all Holders Certificateholders of the Certificates and the Trustee related series of all amounts required to be distributed to them pursuant to this Basic Agreement and the related Trust Supplement and the disposition of all property held as part of the Trust PropertyProperty of such Trust; PROVIDEDprovided, HOWEVERhowever, that in no event shall the such Trust continue beyond one hundred ten (110) years following the final expiration date of the earliest execution of this determined as provided in such Trust Supplement. [Pass Through Trust Agreement. ] Notice of any terminationtermination of a Trust, specifying the applicable Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders of any series may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed promptly by the Trustee to Certificateholders of such series not earlier than the 60th day and not later than the 20th day next preceding such final distribution specifying (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates of such series will be made upon presentation and surrender of Certificates of such series at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates of such series at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to CertificateholdersCertificateholders of such series. Upon presentation and surrender of the CertificatesCertificates of such series, the Trustee shall cause to be distributed to Certificateholders of such series amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) , pursuant to Section 4.02. In the event that all of the Certificateholders of such series shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders of such series to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Regular Distribution Date (or Special Distribution Date, as the case may be). In the event that any money held by the Trustee for the payment of distributions on the Certificates of such series shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' ’ notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan the applicable Indenture Trustee the appropriate amount of money relating to such Loan Indenture Trustee and shall give written notice thereof to the related applicable Owner Trustees Trustee and the Company.

Termination of the Trust. The respective obligations and responsibilities of the Company, the Guarantor Company and the Trustee with respect to the Trust shall terminate upon the distribution to all Holders of the Certificates and the Trustee of all amounts required to be distributed to them pursuant to this Agreement and the disposition of all property held as part of the Trust Property; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust continue beyond one hundred ten (110) years following the date of the earliest execution of this Trust Agreement. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of on the final distribution Distribution Date and cancellation, shall be mailed promptly by the Trustee to Certificateholders not earlier than the 60th day and not later than the 20th day next preceding such final distribution Distribution Date specifying (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or 57 -52- agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the CertificatesCertificates in accordance with such notice, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.02final payments. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Regular Distribution Date (or Special Distribution Date, as specified in the case may be)first written notice. In the event that any money held by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees Trustees, the Owner Participants and the Company.

Termination of the Trust. The respective obligations and responsibilities of the CompanySeller, the Guarantor Servicer, and the Trustee with respect to created hereby and the Trust created by this Agreement shall terminate upon (i) the distribution to all Holders purchase as of the Certificates last day of any Collection Period by the Servicer at its option, pursuant to Section 11.2, of the corpus of the Trust or (ii) the payment to Securityholders and the Trustee Security Insurer of all amounts required to be distributed paid to them pursuant to this Agreement and the disposition of all property held as part of the Trust PropertyTrust; PROVIDED, HOWEVER, that in no event shall the Trust trust created by this Agreement continue beyond one hundred ten (110) the expiration of 21 years following from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the Court of St. Xxxxx, living on the date of the earliest execution of this Agreement. The Servicer shall promptly notify the Trustee and the Security Insurer of any prospective termination pursuant to this Section 11.1. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders Securityholders may surrender their Certificates Securities to the Trustee for payment of the final distribution and cancellation, shall be mailed given promptly by the Trustee by letter to Certificateholders not earlier than the 60th day and Securityholders mailed not later than the 20th first day next preceding such final distribution specifying of the month in which the specified Distribution Date occurs, stating (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will Securities shall be made upon presentation and surrender of Certificates the Securities at the office or agency of the Trustee therein specifieddesignated, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates Securities at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Security Registrar (if other than the Trustee) at the time such notice is given to CertificateholdersSecurityholders. Upon presentation and surrender of the CertificatesSecurities, the Trustee shall cause to be distributed to Certificateholders Securityholders and the Security Insurer amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.025.4. In the event that all of the Certificateholders Securityholders shall not surrender their Certificates Securities for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders Securityholders to surrender their Certificates Securities for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates If within one year after the Regular Distribution Date (second notice all the Securities shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or Special Distribution Datemay appoint an agent to take appropriate steps, as to contact the case may be)remaining Securityholders concerning surrender of their Securities, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. In Any funds remaining in the event that any money held Trust after exhaustion of such remedies shall, upon notice to the Trustee, be paid by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date Servicer for deposit into an escrow account, and thereafter Securityholders shall look only to such escrow account with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount any claims in respect of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees and the Companyfunds.

Termination of the Trust. The respective obligations and responsibilities of the Company, the Guarantor Company and the Trustee with respect to the Trust shall terminate upon the distribution to all Holders of the Certificates and the Trustee of all amounts required to be distributed to them pursuant to this Agreement and the disposition of all property held as part of the Trust Property; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust continue beyond one hundred ten (110) years following the date of the earliest execution of this Trust Agreement. Notice of any such termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed promptly by the Trustee to Certificateholders not earlier than the 60th day and not later than the 20th day next preceding such final distribution Distribution Date specifying (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the CertificatesCertificates in accordance with such notice, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.02final payments. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for 79 -72- cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Regular Distribution Date (or Special Distribution Date, as specified in the case may be)first written notice. In the event that any money held by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees and the Company.

Termination of the Trust. The respective obligations and responsibilities of the Company, the Guarantor Company and the Trustee with respect to the Trust shall terminate upon the distribution to all Holders of the Certificates and the Trustee of all amounts required to be distributed to them pursuant to this Agreement and the disposition of all property held as part of the Trust Property; PROVIDEDprovided, HOWEVERhowever, that in no event shall the 69 Trust continue beyond one hundred ten (110) years following the date of the earliest execution of this Trust Agreement. Notice of any such termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed promptly by the Trustee to Certificateholders not earlier than the 60th day and not later than the 20th day next preceding such final distribution Distribution Date specifying (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the CertificatesCertificates in accordance with such notice, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.02final payments. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Regular Distribution Date (or Special Distribution Date, as specified in the case may be)first written notice. In the event that any money held by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees and the Company.

Termination of the Trust. The respective obligations and responsibilities of the CompanyDepositor, the Guarantor Servicer and the Trustee with respect to created hereby and the Trust created by this Agreement shall terminate upon (i) the distribution to all Holders disposition of the Certificates Trust corpus as of the last day of any Collection Period at the direction of the Class IC Certificateholder, at its option, pursuant to Section 16.02, or (ii) the payment to Certificateholders and the Trustee Surety Bond Issuer of all amounts required to be distributed paid to them pursuant to this Agreement and the Insurance Agreement (as set forth in writing by the Surety Bond Issuer) and the disposition of all property held as part of the Trust PropertyTrust; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust trust created by this Agreement continue beyond one hundred ten (110) the expiration of 21 years following from the date as of which this Agreement is executed. The Servicer shall promptly notify the earliest execution Trustee of any prospective termination pursuant to this AgreementSection 16.01. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed given promptly by the Trustee to Certificateholders not earlier than immediately following the 60th day and Trustee's receipt of notice thereof from the Class IC Certificateholder but not later than the 20th day next preceding Distribution Date that such final distribution specifying payment shall be made stating (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will shall be made upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specifieddesignated, (B) the amount of any such proposed final payment, and (C) if applicable, that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar (if other than the Trustee) at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.029.04 and, in the event of a termination pursuant to clause (i) or (ii) of the preceding paragraph, the provisions of Section 9 of Annex A hereto shall govern the remaining distributions to Certificateholders. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall, upon notice to the Regular Distribution Date (or Special Distribution DateTrustee, as the case may be). In the event that any money held be distributed by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after United Way of Central Indiana or its successor, and upon such distribution the final distribution date with respect thereto, the Trustee shall pay Certificateholders' rights to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees and the Companyany amounts so distributed will be extinguished.

Termination of the Trust. The respective obligations and responsibilities of the CompanySeller, the Guarantor Servicer and the Trustee with respect to created hereby and the Trust created by this Agreement shall terminate upon the distribution to all Holders earlier of (i) the maturity or other liquidation of the Certificates last Contract and the Trustee disposition of any amounts received upon liquidation of any remaining Contracts in the Trust (including the purchase of the Contracts by the Servicer pursuant to Section 10.2) and (ii) (a) the payment to Certificateholders of all amounts required to be distributed paid to them pursuant to this Agreement and the disposition of all property held as part of the Trust PropertyTrust, (b) termination of the Financial Guarantee Insurance Policy in accordance with its terms and surrender of the Financial Guarantee Insurance Policy to the Insurer for cancellation, (c) the payment of all amounts owed to the Trustee under this Agreement and (d) the payment of all amounts owed to the Insurer under the Insurance Agreement; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust trust created by this Agreement continue beyond one hundred ten (110) the expiration of 21 years following from the death of the survivor of the descendants, living on the date of the earliest execution of this Agreement, of Josexx X. Xxxxxxx, xxrmerly United States representative at the Court of St. Jamex. Xxe Servicer shall promptly notify the Trustee and the Insurer of any prospective termination pursuant to this Section 10.1. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed given promptly by the Trustee by letter to Certificateholders mailed not later than the 10th day prior to the specified Distribution Date and not earlier than the 60th 15th day and not later than of the 20th day next preceding such final distribution specifying (A) month prior to the Regular month of the specified Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein specified, (B) stating the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.024.3. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee Servicer shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation Notwithstanding any provision to the contrary, the Trustee shall retain all of its rights and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Regular Distribution Date (or Special Distribution Date, as the case may be). In powers and obligations and duties under Section 8.5 in the event that of any money held by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as Insolvency Proceeding and the Trustee shall be satisfiedentitled to all the protections, after sixty days' notice from the Company, is one month prior to the escheat period rights and immunities provided under applicable law) after the final distribution date in Article IX in connection with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to any such Loan Trustee and shall give written notice thereof to the related Owner Trustees and the CompanyInsolvency Proceeding.

Termination of the Trust. The respective obligations and responsibilities of the CompanySeller, the Guarantor Servicer and the Trustee with respect to (except for the obligations contained in Sections 5.09(d) and 11.15) created hereby and the Trust created by the Agreement shall terminate upon (i) the purchase as of the last day of any Collection Period by the Servicer at its option, pursuant to Section 12.02, of the corpus of the Trust and the subsequent distribution to all Holders Certificateholders pursuant to Section 5.06 of the Certificates and amount required to be deposited pursuant to Section 12.02, (ii) the Trustee payment to Certificateholders of all amounts required to be distributed paid to them pursuant to this the Agreement and the disposition of all property held as part of the Trust Propertyor (iii) the maturity or other liquidation of the last Receivable and the disposition of any amounts received upon liquidation of any remaining Receivables; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust trust created by the Agreement continue beyond one hundred ten (110) the expiration of 21 years following from the death of the last survivor of the descendants of Rose Kennedy, formerly of Massachusetts, living on the date of the earliest execution Agrxxxxxx. Xxx Servicer shall promptly notify the Trustee of any prospective termination pursuant to this AgreementSection 12.01. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 60th 15th day and not later than the 20th 25th day of the month next preceding such final distribution specifying the specified Distribution Date stating (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will shall be made upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specifieddesignated, (B) the amount of any such proposed final payment, payment and (C) if applicable, that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar (if other than the Trustee) at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.025.06. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to the Agreement. Subject to any applicable law, any funds remaining in the Trust after the Regular Distribution Date (or Special Distribution Date, as the case may be). In the event that any money held exhaustion of such remedies shall be distributed by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees and the CompanyChildrens Hospital Los Angeles.

Termination of the Trust. The With respect to each Trust ------------------------ created hereby and by its related Trust Supplement, the respective obligations and responsibilities of the Company, the Guarantor Company and the Trustee with respect to the created hereby and thereby and such Trust created hereby and thereby shall terminate upon the distribution to all Holders Certificateholders of the Certificates and the Trustee related series of all amounts required to be distributed to them pursuant to this Basic Agreement and the related Trust Supplement and the disposition of all property held as part of the Trust PropertyProperty of such Trust; PROVIDEDprovided, HOWEVERhowever, that in no event shall the such Trust continue beyond one hundred ten (110) years following the final expiration date of the earliest execution of this Agreementdetermined as provided in such Trust Supplement. Notice of any terminationtermination of a Trust, specifying the applicable Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders of any series may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed promptly by the Trustee to Certificateholders of such series not earlier than the 60th day and not later than the 20th day next preceding such final distribution specifying (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates of such series will be made upon presentation and surrender of Certificates of such series at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates of such series at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to CertificateholdersCertificateholders of such series. Upon presentation and surrender of the CertificatesCertificates of such series, the Trustee shall cause to be distributed to Certificateholders of such series amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) , pursuant to Section 4.02. 49 In the event that all of the Certificateholders of such series shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders of such series to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Regular Distribution Date (or Special Distribution Date, as the case may be). In the event that any money held by the Trustee for the payment of distributions on the Certificates of such series shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan the applicable Indenture Trustee the appropriate amount of money relating to such Loan Indenture Trustee and shall give written notice thereof to the related applicable Owner Trustees Trustee and the Company.

Termination of the Trust. The respective obligations and responsibilities of the Company, the Guarantor Company and the Trustee with respect to the Applicable Trust shall terminate upon the distribution to all Holders of the Certificates Applicable Certificateholders and the Trustee of all amounts required to be distributed to them pursuant to this Agreement and the disposition of all property held as part of the Trust Property; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Applicable Trust continue beyond 21 years less one hundred ten (110) years day following the date death of the earliest execution last survivor of this Agreementall descendants living on the date hereof of Joseph P. Kennedy, Sr., unless applicable law shall permit a longxx xxxx, xx xxxxx xxxx such longer term shall apply. Notice of any termination, termination specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Applicable Certificateholders may surrender their Applicable Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed promptly by the Trustee to Applicable Certificateholders not earlier than the 60th day and not later than the 20th 15th day next preceding such final distribution Distribution Date specifying (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Applicable Certificates will be made upon presentation and surrender of Applicable Certificates at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Applicable Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to Applicable Certificateholders. Upon presentation and surrender of the CertificatesApplicable Certificates in accordance with such notice, the Trustee shall cause to be distributed to Applicable Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.02final payments. In the event that all of the Applicable Certificateholders shall not surrender their Applicable Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Applicable Certificateholders to surrender their Applicable Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Applicable Certificates after the Regular Distribution Date (or Special Distribution Date, as specified in the case may be)first written notice. In the event that any money held by the Trustee for the payment of distributions on the Applicable Certificates shall remain unclaimed for two (2) years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees Trustees, the Owner Participants and the Company.

Termination of the Trust. The respective obligations and responsibilities of the CompanyDepositor, First Sierra, the Guarantor Servicer, the Trustee, the Depositor and the Trustee with respect to Trust created hereby shall terminate (i) at the option of the Holder of the Trust shall terminate upon Certificate, at any time which is 123 days after the distribution payment to all Holders of the Certificates and the Trustee Certificateholders of all amounts required to be distributed paid to them pursuant to this Agreement Agreement, reducing the Class A Certificate Principal Balance, the Class B-1 Certificate Principal Balance, the Class B-2 Certificate Principal Balance and the disposition of all property held as part Trust Certificate Principal Balance to zero or (ii) after the 120th day following the earliest to occur of the Trust PropertyExpected Final Payment Date or the occurrence of an Early Amortization Event described in Section 10.01(c) or (d), if on such 120th day, the Class A Certificate Principal Balance and the Class B Certificate Principal Balance have not been reduced to zero; PROVIDEDprovided that all amounts then owing to the Certificate Insurer and the Trustee pursuant to the Transaction Documents have been paid to such parties; and provided, HOWEVERhowever, that in no event shall the Trust trust created hereby continue beyond one hundred ten (110) the expiration of 21 years following from the death of the last survivor of the descendants living on the date of this Agreement of Josexx X. Xxxxxxx, xxte Ambassador to the earliest execution Court of St. Jamex. Xxtwithstanding the foregoing, the representations and warranties and indemnification obligations of First Sierra and the Servicer hereunder and under the Sale Agreement shall survive the termination of the Trust and of this Agreement. Notice Notwithstanding the provisions of any terminationthe immediately preceding clause (ii), specifying in the Regular Distribution Date event on or prior to the 90th day following the occurrence of the Early Amortization Events described in Section 10.01(c) or 10.01(d), the Trustee receives written instructions from the Certificate Insurer (or Special Distribution Date, so long as the case may be) upon which the Certificateholders may surrender their Class A Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed promptly by the Trustee to Certificateholders not earlier than the 60th day and not later than the 20th day next preceding such final distribution specifying (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (Care outstanding) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution DateCertificate Insurer disapproves of the termination of the Trust, the Trust shall be reconstituted with the successor appointed by the Certificate Insurer acting as the case may be) holder of the general partner interest. If authorization to continue the Trust is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificatesreceived, the Trustee shall cause adopt a plan of liquidation that provides for the appointment of a conservator, who shall be acceptable to be distributed the Certificate Insurer, to Certificateholders amounts distributable make collections on such Regular Distribution Date (or Special Distribution Datethe Leases and the other assets comprising the Trust Estate under this Agreement, as for distribution in accordance with this Agreement. Otherwise, the case may be) pursuant to Section 4.02. In Trustee, only with the event that all consent of the Certificateholders Certificate Insurer, shall not surrender their Certificates for cancellation within six months after promptly sell the date specified assets of the Trust in a commercially reasonable manner and on commercially reasonable terms. The proceeds of such a sale shall be treated as collections under this Agreement. Upon termination of the above-mentioned written noticeTrust, the Trustee shall give a second written notice release any remaining Trust Property to the remaining Certificateholders Holders of the Trust Certificate but not if the Class A Certificate Principal Balance, the Class B-1 Certificate Principal Balance and the Class B-2 Certificate Principal Balance have not been reduced to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Regular Distribution Date (zero or Special Distribution Date, as the case may be). In the event that any money held by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior amounts are owing to the escheat period provided under applicable law) after Certificate Insurer or the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees and the CompanyTrustee.

Termination of the Trust. The respective obligations and responsibilities of the Company, the Guarantor and the Trustee with respect to the Trust shall terminate upon the distribution to all Holders of the Certificates and the Trustee of all amounts required to be distributed to them pursuant to this Agreement and the disposition of all property held as part of the Trust Property; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust continue beyond one hundred ten (110) years following the date of the earliest execution of this Agreement. Notice of any such termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed promptly promptly, upon notice to the Trustee, by the Trustee to Certificateholders not earlier than the 60th day and not later than the 20th day next preceding such final distribution specifying (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the CertificatesCertificates in accordance with such notice, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.02final payments. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Regular Distribution Date (or Special Distribution Date, as the case may be). In the event that any money held by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees Trustees, Owner Participants and the Company.

Termination of the Trust. The respective obligations and responsibilities of the CompanySeller, the Guarantor Servicer, and the Trustee with respect to created hereby and the Trust created by the Agreement shall terminate upon (i) the purchase as of the last day of any Collection Period by the Servicer at its option, pursuant to Section 21.2, of the corpus of the Trust and the subsequent distribution to all Holders Certificateholders pursuant to Section 14.6 of the Certificates and amount required to be deposited pursuant to Section 21.2 or (ii) the Trustee payment to Certificateholders of all amounts required to be distributed paid to them pursuant to this the Agreement and the disposition of all property held as part of the Trust PropertyTrust; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust trust created by the Agreement continue beyond one hundred ten (110) the expiration of 21 years following from the death of the last survivor of the descendants of Hurlxx Xxxix Xxxxx, currently residing in Clarkston, Michigan, living on the date of the earliest execution Agreement. The Servicer shall promptly notify the Trustee of any prospective termination pursuant to this AgreementSection 21.1. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed given promptly by the Trustee by letter to Certificateholders Certificate holders mailed not earlier than the 60th 15th day and not later than the 20th 25th day of the month next preceding such final distribution specifying the specified Distribution Date stating (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will shall be made upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specifieddesignated, (B) the amount of any such proposed final payment, and (C) if applicable, that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar (if other than the Trustee) at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.0214.6. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned abovementioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to the Agreement. Any funds remaining in the Trust after the Regular Distribution Date (or Special Distribution Date, as the case may be). In the event that any money held exhaustion of such remedies shall be distributed by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect theretoEdison Institute, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees and the CompanyDearborn, Michigan.

Termination of the Trust. The Trust, and the respective obligations and responsibilities of the CompanyDepositor, the Guarantor Servicer and the Trustee Trustee, shall terminate with respect to the Trust shall terminate Certificateholders upon the distribution first to all Holders occur of (i) the Payment Date next succeeding the month which is six months after the maturity or other liquidation of the Certificates last Receivable and the Trustee disposition of any amounts received upon liquidation of any property remaining in the Trust and (ii) the payment to Certificateholders of all amounts required to be distributed paid to them pursuant to this Agreement and the disposition of all property held as part of the Trust PropertyAgreement; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust created by this Agreement continue beyond one hundred ten (110) the expiration of 21 years following from the death of the last survivor of the descendants of Xxxxxx Xxxxxxx Xxxxxx Xxxx, the former President of the United States, living on the date of the earliest execution of this Agreement. The Servicer shall promptly (but in any event not later than the first day of the month of the specified Payment Date) notify the Trustee, the Paying Agent, the Transfer Agent and Certificate Registrar, and the Rating Agencies in writing of any prospective termination pursuant to this Section 14.1. Notice of any termination, specifying the Regular Distribution Payment Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee Transfer Agent and Certificate Registrar for payment of the final distribution and cancellation, shall be mailed given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 60th 15th day and not later than the 20th 25th day of the month next preceding such final distribution specifying (A) the Regular Distribution specified Payment Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein specified, (B) stating the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Payment Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee Transfer Agent and Certificate Registrar therein specified. The Trustee shall give such notice to the Registrar Transfer Agent and Certificate Registrar, the Paying Agent and the Rating Agencies at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Trustee Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Payment Date (or Special Distribution Date, as the case may be) pursuant to Section 4.027.5. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders upon receipt of the appropriate records from the Transfer Agent and Certificate Registrar to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates If within one year after the Regular Distribution Date (or Special Distribution Date, as the case may be). In the event that any money held by the Trustee for the payment of distributions on second notice all the Certificates shall remain unclaimed not have been surrendered for two years (or such lesser time as cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be satisfied, after sixty days' notice from paid out of the Company, is one month prior funds and other assets that shall remain subject to the escheat period provided under applicable law) after this Agreement. All Certificates surrendered for payment of the final distribution date with respect thereto, to such Certificates and cancellation shall be cancelled by the Transfer Agent and Certificate Registrar and shall be disposed of in a manner satisfactory to the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees and the CompanyDepositor.

Termination of the Trust. The respective obligations and responsibilities of the Company, the Guarantor Company and the Trustee with respect to the Trust shall terminate upon the distribution to all Holders of the Certificates Certificateholders and the Trustee of all amounts required to be distributed to them pursuant to this Agreement and the disposition of all property held as part of the Trust Property; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust continue beyond one hundred ten (110) years following the date of the earliest execution of this Agreement. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed promptly by the Trustee to Certificateholders not earlier than the 60th day and not later than the 20th 15th day next preceding such final distribution Distribution Date specifying (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (Cc) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the CertificatesCertificates in accordance with such notice, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.02final payments. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Regular Distribution Date (or Special Distribution Date, as specified in the case may be)first written notice. In the event that any money held by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees Trustees, the Owner Participants and the Company.. 65 59 ARTICLE XII

Termination of the Trust. The Trust, and the respective obligations and responsibilities of the CompanyDepositor, the Guarantor Servicer and the Trustee Trustee, shall terminate with respect to the Trust shall terminate Certificateholders upon the distribution first to all Holders occur of (i) the Payment Date next succeeding the month which is six months after the maturity or other liquidation of the Certificates last Receivable and the Trustee disposition of any amounts received upon liquidation of any property remaining in the Trust and (ii) the payment to Certificateholders of all amounts required to be distributed paid to them pursuant to this Agreement and the disposition of all property held as part of the Trust PropertyAgreement; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust created by this Agreement continue beyond one hundred ten (110) the expiration of 21 years following from the date death of the earliest execution last survivor of the descendants of George Herbert Walker Bush, the former President of the United Statxx, xxxxxx xx xxx xxxe xx this Agreement. The Servicer shall promptly (but in any event not later than the first day of the month of the specified Payment Date) notify the Trustee, the Paying Agent, the Transfer Agent and Certificate Registrar, and the Rating Agencies in writing of any prospective termination pursuant to this Section 14.1. Notice of any termination, specifying the Regular Distribution Payment Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee Transfer Agent and Certificate Registrar for payment of the final distribution and cancellation, shall be mailed given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 60th 15th day and not later than the 20th 25th day of the month next preceding such final distribution specifying (A) the Regular Distribution specified Payment Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein specified, (B) stating the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Payment Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee Transfer Agent and Certificate Registrar therein specified. The Trustee shall give such notice to the Registrar Transfer Agent and Certificate Registrar, the Paying Agent and the Rating Agencies at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Trustee Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Payment Date (or Special Distribution Date, as the case may be) pursuant to Section 4.027.5. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders upon receipt of the appropriate records from the Transfer Agent and Certificate Registrar to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates If within one year after the Regular Distribution Date (or Special Distribution Date, as the case may be). In the event that any money held by the Trustee for the payment of distributions on second notice all the Certificates shall remain unclaimed not have been surrendered for two years (or such lesser time as cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be satisfied, after sixty days' notice from paid out of the Company, is one month prior funds and other assets that shall remain subject to the escheat period provided under applicable law) after this Agreement. All Certificates surrendered for payment of the final distribution date with respect thereto, to such Certificates and cancellation shall be cancelled by the Transfer Agent and Certificate Registrar and shall be disposed of in a manner satisfactory to the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees and the CompanyDepositor.

Termination of the Trust. The respective obligations and responsibilities of the CompanySeller, the Guarantor Servicer, and the Trustee with respect to created hereby and the Trust created by this Agreement shall terminate upon the distribution to all Holders earlier of (i) the maturity or other liquidation of the Certificates last Receivable in accordance with the terms hereof and the Trustee disposition of any amounts received upon liquidation of any remaining Receivables in the Trust in accordance with the terms hereof, including the purchase as of the last day of any Collection Period by the Seller at its option, pursuant to Section 11.2, of the corpus of the Trust or (ii) the payment to Certificateholders and the Certificate Insurer of all amounts required to be distributed paid to them pursuant to this Agreement and the disposition of all property held as part of the Trust PropertyAgreement; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust trust created by this -------- ------- Agreement continue beyond one hundred ten (110) the expiration of 21 years following from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the Court of St. Xxxxx, living on the date of the earliest execution of this Agreement. The Servicer shall promptly notify the Trustee and the Certificate Insurer of any prospective termination pursuant to this Section 11.1. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed given promptly by the Trustee by letter to Certificateholders not earlier than the 60th day and mailed not later than the 20th first day next preceding such final distribution specifying of the month in which the specified Distribution Date occurs, stating (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will shall be made upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specifieddesignated, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar (if other than the Trustee) at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders and the Certificate Insurer amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.025.4. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall, upon notice to the Regular Distribution Date (or Special Distribution DateTrustee, as the case may be). In the event that any money held be paid by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date Servicer for deposit into an escrow account, and thereafter Certificateholders shall look only to such escrow account with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount any claims in respect of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees and the Companyfunds.

Termination of the Trust. The respective obligations and responsibilities of the CompanySeller, the Guarantor Servicer and the Trustee with respect to created hereby and the Trust created by this Agreement shall terminate upon the distribution to all Holders earlier of (i) the maturity or other liquidation of the Certificates last Contract and the Trustee disposition of any amounts received upon liquidation of any remaining Contracts in the Trust (including the purchase of the Contracts by the Servicer pursuant to Section 10.2); (ii) (a) the payment to Certificateholders of all amounts required to be distributed paid to them pursuant to this Agreement and the disposition of all property held as part of the Trust Property; PROVIDEDTrust, HOWEVER(b) termination of the Surety Bond in accordance with its terms and surrender of the Surety Bond to the Insurer for cancellation, (c) the payment of all amounts owed to the Trustee under this Agreement and (d) the payment of all amounts owed to the Insurer under the Insurance Agreement, provided, however, that in no event shall the Trust trust created by this Agreement continue beyond one hundred ten (110) the expiration of 21 years following from the death of the survivor of the descendants, living on the date of the earliest execution of this Agreement, of Josexx X. Xxxxxxx, xxrmerly United States representative at the Court of St. Jamex. Xxe Servicer shall promptly notify the Trustee and the Insurer of any respective termination pursuant to this Section 10.1. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed given promptly by the Trustee by letter to Certificateholders mailed not later than the 10th day prior to the specified Distribution Date and not earlier than the 60th 15th day and not later than of the 20th day next preceding such final distribution specifying (A) month prior to the Regular month of the specified Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein specified, (B) stating the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.024.3. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee Servicer shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Servicer may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies and after all payments to be made to the Regular Distribution Date (or Special Distribution Date, as Trustee and the case may be). In the event that any money held Insurer shall be distributed by the Trustee for to a charity designated by the payment Servicer. Notwithstanding any provision to the contrary, the Trustee shall retain all of distributions on its rights and powers and obligations and duties under Section 8.5 in the Certificates shall remain unclaimed for two years (or such lesser time as event of any Insolvency Proceeding and the Trustee shall be satisfiedentitled to all the protections, after sixty days' notice from the Company, is one month prior to the escheat period rights and immunities provided under applicable law) after the final distribution date in Article IX in connection with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to any such Loan Trustee and shall give written notice thereof to the related Owner Trustees and the CompanyInsolvency Proceeding.

Termination of the Trust. The respective obligations and responsibilities of the Company, the Guarantor Company and the Trustee with respect to the Applicable Trust shall terminate upon the distribution to all Holders of the Certificates Applicable Certificateholders and the Trustee of all amounts required to be distributed to them pursuant to this Agreement and the disposition of all property held as part of the Trust Property; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Applicable Trust continue beyond 21 years less one hundred ten (110) years day following the date death of the earliest execution last survivor of this Agreementall descendants living on the date hereof of Xxxxxx X. Xxxxxxx, Xx., unless applicable law shall permit a longer term, in which case such longer term shall apply. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Applicable Certificateholders may surrender their Applicable Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed promptly by the Trustee to Applicable Certificateholders not earlier than the 60th day and not later than the 20th 15th day next preceding such final distribution Distribution Date specifying (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Applicable Certificates will be made upon presentation and surrender of Applicable Certificates at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (Cc) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Applicable Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to Applicable Certificateholders. Upon presentation and surrender of the CertificatesApplicable Certificates in accordance with such notice, the Trustee shall cause to be distributed to Applicable Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.02final payments. In the event that all of the Applicable Certificateholders shall not surrender their Applicable Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Applicable Certificateholders to surrender their Applicable Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Applicable Certificates after the Regular Distribution Date (or Special Distribution Date, as specified in the case may be)first written notice. In the event that any money held by the Trustee for the payment of distributions on the Applicable Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees Trustees, the Owner Participants and the Company. ARTICLE VIII MISCELLANEOUS PROVISIONS Section 8.01.

Termination of the Trust. (a) The respective obligations and responsibilities of the Company, the Guarantor Depositor and the Owner Trustee with respect to created by this Agreement and the Trust created by this Agreement shall terminate upon the distribution to all Holders earliest of (i) the maturity or other liquidation of the Certificates last Contract (including the purchase by the Depositor at its option of the corpus of the Trust as described in Section 5.1 of the Transfer and Servicing Agreement or the liquidation of the Trust Assets pursuant to Section 5.06 of the Indenture) and the Trustee subsequent distribution of amounts in respect of such Contracts as provided in the Related Documents, (ii) the circumstances described in subsection (b) below, or (iii) the payment to Noteholders of all amounts required to be distributed paid to them pursuant to the Indenture, the payment to Equity Certificateholders of all amounts required to be paid to them pursuant to this Agreement and the disposition payment to the Cash Collateral Account Lenders and the Depositor of all property held as part of amounts due under the Trust PropertyCash Collateral Account Agreement; PROVIDED, HOWEVER, that in no event shall the Trust trust created by this Agreement continue beyond one hundred ten (110) the expiration of 21 years following from the death of the last survivor of the descendants living on the date of this Agreement of Xxxx Xxxxxxx of the earliest execution Commonwealth of this AgreementMassachusetts; and PROVIDED, FURTHER, that the rights to compensation and indemnification under Sections 8.1 and 8.2, respectively, shall survive the termination of the Trust. Notice In any case, there shall be delivered to the Owner Trustee, the Indenture Trustee and the Rating Agencies an Opinion of Counsel that all applicable preference periods under Federal, state and local bankruptcy, insolvency and similar laws have expired with respect to the payments pursuant to clause (iii). The Servicer shall promptly notify the Owner Trustee of any prospective termination pursuant to this Section 9.1. The bankruptcy, liquidation, dissolution, termination, specifying resignation, expulsion, withdrawal, death or incapacity of any Equity Certificateholder shall not (x) operate to terminate this Agreement or the Regular Distribution Date Trust, nor (y) entitle such Equity Certificateholder's legal representatives or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates heirs to the Trustee claim an accounting or to take any action or proceeding in any court for payment a partition or winding up of all or any part of the final distribution Trust or Trust Assets nor (z) otherwise affect the rights, obligations and cancellation, shall be mailed promptly by the Trustee to Certificateholders not earlier than the 60th day and not later than the 20th day next preceding such final distribution specifying (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment liabilities of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.02. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Regular Distribution Date (or Special Distribution Date, as the case may be). In the event that any money held by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees and the Companyparties hereto.

Termination of the Trust. The respective obligations and responsibilities of the Company, the Guarantor Company and the Trustee with respect to the Applicable Trust shall terminate upon the distribution to all Holders of the Certificates Applicable Certificateholders and the Trustee of all amounts required to be distributed to them pursuant to this Agreement and the disposition of all property held as part of the Trust Property; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Applicable Trust continue beyond 21 years less one hundred ten (110) years day following the date death of the earliest execution last survivor of this Agreementall descendants living on the date hereof of Jxxxxx X. Xxxxxxx, Xx., unless applicable law shall permit a longer term, in which case such longer term shall apply. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Applicable Certificateholders may surrender their Applicable Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed promptly by the Trustee to Applicable Certificateholders not earlier than the 60th day and not later than the 20th 15th day next preceding such final distribution Distribution Date specifying (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Applicable Certificates will be made upon presentation and surrender of Applicable Certificates at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (Cc) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Applicable Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to Applicable Certificateholders. Upon presentation and surrender of the CertificatesApplicable Certificates in accordance with such notice, the Trustee shall cause to be distributed to Applicable Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.02final payments. In the event that all of the Applicable Certificateholders shall not surrender their Applicable Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Applicable Certificateholders to surrender their Applicable Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Applicable Certificates after the Regular Distribution Date (or Special Distribution Date, as specified in the case may be)first written notice. In the event that any money held by the Trustee for the payment of distributions on the Applicable Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees Trustees, the Owner Participants and the Company.

Termination of the Trust. The respective obligations and responsibilities of the CompanyCPS, the Guarantor Seller, the Servicer, and the Trustee with respect to created hereby and the Trust created by this Agreement shall terminate upon the distribution payment to all Holders of the Certificates and the Trustee Certificateholders of all amounts required to be distributed paid to them pursuant to this Agreement or [the Credit Enhancement] (including all amounts required to reduce the Class A Certificate Balance to zero and to pay in full any unpaid Class A Interest Distributable Amount), satisfaction of all Reimbursement Obligations, and the expiration of any preference period related thereto and the disposition of all property held as part of the Trust PropertyTrust; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust trust created by this Agreement continue beyond one hundred ten (110) the expiration of 21 years following from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States of America to the Court of St. Xxxxx, living on the date of the earliest execution of this Agreement. The Servicer shall promptly notify the Trustee and the [Credit Enhancer] of any prospective termination pursuant to this Section 11.1. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 60th 15th day and not later than the 20th 25th day of the month next preceding such final distribution specifying the specified Distribution Date stating (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will shall be made upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specifieddesignated, (B) the amount of any such proposed final payment, and (C) if applicable, that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar (if other than the Trustee) at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.024.6. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates If within one year after the Regular Distribution Date (or Special Distribution Date, as the case may be). In the event that any money held by the Trustee for the payment of distributions on second notice all the Certificates shall remain unclaimed not have been surrendered for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect theretocancellation, the Trustee shall pay take appropriate steps, or may appoint an agent to each Loan take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement or, if none, from CPS. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees and the CompanyAmerican Red Cross.

Termination of the Trust. The respective obligations and responsibilities of the Company, the Guarantor Trust and the Trustee with respect to (i) which are for the Trust benefit of the 63 Certificateholders shall terminate upon the distribution to all Holders of the Certificates Certificateholders and the Trustee of all amounts required to be distributed to them pursuant to this Agreement and the disposition of all property held as part of the Assigned Trust PropertyProperty and (ii) which are for the benefit of the Extension Option Buyer shall terminate upon the payment to the Extension Option Buyer of all amounts due to it under the ISDA Master Agreement; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust continue beyond one hundred ten (110) years following the date of the earliest execution of this Trust Agreement. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of on the final distribution Distribution Date and cancellation, shall be mailed promptly by the Trustee to Certificateholders not earlier than the 60th day and not later than the 20th day next preceding such final distribution Distribution Date specifying (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the CertificatesCertificates in accordance with such notice, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.02final payments. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Regular Distribution Date (or Special Distribution Date, as the case may be)) specified in the first written notice. In the event that any money held by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Indenture Trustee the appropriate amount of money relating to such Loan Indenture Trustee and shall give written notice thereof to the related Owner Trustees and the Company.. 64

Termination of the Trust. The respective obligations and responsibilities of the CompanySeller, the Guarantor Servicer, and the Trustee with respect to created hereby and the Trust created by this Agreement shall terminate upon the distribution payment to all Holders of the Certificates and the Trustee Certificateholders of all amounts required to be distributed paid to them pursuant to this Agreement or the Policy (including all amounts required to reduce the Class A Certificate Balance to zero and to pay in full any unpaid Class A Interest Distributable Amount), satisfaction of all Reimbursement Obligations, and the expiration of any preference period related thereto and the disposition of all property held as part of the Trust PropertyTrust; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust trust created by this Agreement continue beyond one hundred ten (110) the expiration of 21 years following from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States of America to the Court of St. Xxxxx, living on the date of the earliest execution of this Agreement. The Servicer shall promptly notify the Trustee and the Certificate Insurer of any prospective termination pursuant to this Section 11.1. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 60th 15th day and not later than the 20th 25th day of the month next preceding such final distribution specifying the specified Distribution Date stating (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will shall be made upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specifieddesignated, (B) the amount of any such proposed final payment, and (C) if applicable, that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar (if other than the Trustee) at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.024.6. Notwithstanding the foregoing, if on the Distribution Date upon which final payment of the Certificates is to be made, there are only six or less initial Certificateholders of record, the amounts distributable to such initial Certificateholders pursuant to Section 4.6 will be paid on the final Distribution Date by wire transfer or check as set forth in Section 4.6(g), and each such initial Certificateholder shall present and surrender its Certificates at the office of the Trustee designated in the notice referred to above within 30 days after such Distribution Date. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates If within one year after the Regular Distribution Date (or Special Distribution Date, as the case may be). In the event that any money held by the Trustee for the payment of distributions on second notice all the Certificates shall remain unclaimed not have been surrendered for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect theretocancellation, the Trustee shall pay take appropriate steps, or may appoint an agent to each Loan take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement or, if none, from CPS. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees and the CompanyAmerican Red Cross.

Termination of the Trust. The respective obligations and responsibilities of the CompanyDepositor, the Guarantor Servicer and the Trustee with respect to created hereby and the Trust created by this Agreement shall terminate upon (i) the distribution to all Holders disposition of the Certificates Trust corpus as of the last day of any Collection Period at the direction of Servicer, at its option, pursuant to Section 16.02, (ii) the sale, liquidation or disposition of the Trust corpus following a termination upon the bankruptcy of the Tax Class IC Certificateholder as provided in Section 16.03, or (iii) the payment to Certificateholders and the Trustee Surety Bond Issuer of all amounts required to be distributed paid to them pursuant to this Agreement and the Insurance Agreement (as set forth in writing by the Surety Bond Issuer) and the disposition of all property held as part of the Trust PropertyTrust; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust trust created by this Agreement continue beyond one hundred ten (110) the expiration of 21 years following from the date as of which this Agreement is executed. The Servicer shall promptly, and in any event not less than five Business Days prior to the earliest execution date on which notice is given to the Certificateholders, notify the Trustee of any prospective termination pursuant to this AgreementSection 16.01. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed given promptly by the Trustee by letter to Certificateholders not earlier than the 60th day and mailed not later than the 20th 10th day next preceding such final distribution specifying prior to the specified Distribution Date stating (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will shall be made upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specifieddesignated, (B) the amount of any such proposed final payment, and (C) if applicable, that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar (if other than the Trustee) at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.029.04 and, in the event of a termination pursuant to clause (i) or (ii) of the preceding paragraph, the provisions of Section 9 of Annex A hereto shall govern the remaining distributions to Certificateholders. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall, upon notice to the Regular Distribution Date (or Special Distribution DateTrustee, as the case may be). In the event that any money held be distributed by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after Depositor or its successor, and upon such distribution the final distribution date with respect thereto, the Trustee shall pay Certificateholders' rights to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees and the Companyany amounts so distributed will be extinguished.

Termination of the Trust. The respective obligations and responsibilities of the CompanySeller, the Guarantor Servicer, and the Trustee with respect to created hereby and the Trust created by this Agreement shall terminate upon the distribution payment to all Holders of the Certificates and the Trustee Certificateholders of all amounts required to be distributed paid to them pursuant to this Agreement or [the Credit Enhancement] (including all amounts required to reduce the Class A Certificate Balance to zero and to pay in full any unpaid Class A Interest Distributable Amount), satisfaction of all Reimbursement Obligations, and the expiration of any preference period related thereto and the disposition of all property held as part of the Trust PropertyTrust; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust trust created by this Agreement continue beyond one hundred ten (110) the expiration of 21 years following from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States of America to the Court of St. Xxxxx, living on the date of the earliest execution of this Agreement. The Servicer shall promptly notify the Trustee and the [Credit Enhancer] of any prospective termination pursuant to this Section 11.1. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 60th 15th day and not later than the 20th 25th day of the month next preceding such final distribution specifying the specified Distribution Date stating (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will shall be made upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specifieddesignated, (B) the amount of any such proposed final payment, and (C) if applicable, that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar (if other than the Trustee) at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.024.6. Notwithstanding the foregoing, if on the Distribution Date upon which final payment of the Certificates is to be made, there are only six or less initial Certificateholders of record, the amounts distributable to such initial Certificateholders pursuant to Section 4.6 will be paid on the final Distribution Date by wire transfer or check as set forth in Section 4.6(f), and each such initial Certificateholder shall present and surrender its Certificates at the office of the Trustee designated in the notice referred to above within [30 days] after such Distribution Date. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates If within one year after the Regular Distribution Date (or Special Distribution Date, as the case may be). In the event that any money held by the Trustee for the payment of distributions on second notice all the Certificates shall remain unclaimed not have been surrendered for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect theretocancellation, the Trustee shall pay take appropriate steps, or may appoint an agent to each Loan take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement or, if none, from CPS. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees and the CompanyAmerican Red Cross.

Termination of the Trust. The respective obligations and responsibilities of the CompanySeller, the Guarantor Servicer and the Trustee with respect to (except for the obligations contained in Sections 5.08(c) and 11.15) created hereby and the Trust created by this Agreement shall terminate upon (i) the purchase as of the last day of any Collection Period by the Servicer at its option, pursuant to Section 12.02, of the corpus of the Trust and the subsequent distribution to all Holders Certificateholders pursuant to Section 5.06 of the Certificates and amount required to be deposited pursuant to Section 12.02, (ii) the Trustee payment to Certificateholders of all amounts required to be distributed paid to them pursuant to this Agreement and the disposition of all property held as part of the Trust Propertyor (iii) the maturity or other liquidation of the last Receivable and the disposition of any amounts received upon liquidation of any remaining Receivables; PROVIDED, HOWEVER, that in no event shall the Trust trust created by this Agreement continue beyond one hundred ten (110) the expiration of 21 years following from the death of the last survivor of the descendants of Xxxx Xxxxxxx, formerly of Massachusetts, living on the date of the earliest execution of this Agreement. The Servicer shall promptly notify the Trustee of any prospective termination pursuant to this Section 12.01. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 60th 15th day and not later than the 20th 25th day of the month next preceding such final distribution specifying the specified Distribution Date stating (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will shall be made upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specifieddesignated, (B) the amount of any such proposed final payment, payment and (C) if applicable, that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar (if other than the Trustee) at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.025.06. In the event that 66 If fewer than all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on If within one year after the second notice fewer than all the Certificates have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to any applicable law, any funds remaining in the Trust after the Regular Distribution Date (or Special Distribution Date, as the case may be). In the event that any money held exhaustion of such remedies shall be distributed by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees and the CompanyChildren's Hospital Los Angeles.

Termination of the Trust. The respective obligations and responsibilities of the Company, the Guarantor Pass Through Trustee, the Registrar and the Trustee with respect to Paying Agent created hereby and the Trust created hereby shall terminate upon the distribution to all Holders of the Certificates and the Trustee Certificateholders of all amounts required to be distributed to them pursuant to this Trust Agreement and the disposition of all property held as part of the Trust Property; PROVIDEDprovided, HOWEVER-------- however, that in no event shall the Trust trust created hereby continue beyond one hundred ten (110) the ------- expiration of 21 years following from the death of the last survivor of the descendants of Xxxxxxx Xxxxxxx, President of the United States, living on the date of the earliest execution of this Trust Agreement. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Pass Through Trustee for payment of the final distribution and cancellation, shall be mailed promptly by the Pass Through Trustee to Certificateholders not earlier than the 60th day and not later than the 20th day next preceding such final distribution specifying (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Pass Through Trustee therein specified, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Pass Through Trustee therein specified. The Pass Through Trustee shall give such notice to the Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Pass Through Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) , pursuant to Section 4.025.02. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned abovementioned written notice, the Pass Through Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Regular Distribution Date (or Special Distribution Date, as the case may be). In the event that any money held by the Pass Through Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Pass Through Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Pass Through Trustee shall pay to each Loan Indenture Trustee the appropriate amount of money relating to such Loan Indenture Trustee and shall give written notice thereof to the related Owner Trustees Company. Upon the winding up of the Trust and its termination, the CompanyPass Through Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Business Trust Act.

Termination of the Trust. The respective obligations and responsibilities of the Company, the Guarantor Company and the Trustee with respect to the Trust shall terminate upon the distribution to all Holders of the Certificates and the Trustee of all amounts required to be distributed to them pursuant to this Agreement and the disposition of all property held as part of the Trust Property; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust continue beyond one hundred ten (110) years following the date of the earliest execution of this Trust Agreement. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution Distribution Date and cancellation, shall be mailed promptly by the Trustee to Certificateholders not earlier than the 60th day and not later than the 20th day next preceding such final distribution Distribution Date specifying (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the CertificatesCertificates in accordance with such notice, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.02final payments. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Regular Distribution Date (or Special Distribution Date, as specified in the case may be)first written notice. In the event that any money held by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees Trustees, the Owner Participants and the Company.

Termination of the Trust. The respective obligations and responsibilities of the CompanyDepositor, the Guarantor Servicer and the Trustee with respect to created hereby and the Trust created by this Agreement shall terminate upon (i) the distribution to all Holders disposition of the Certificates Trust corpus as of the last day of any Collection Period at the direction of Servicer, at its option, pursuant to Section 16.02, or (ii) the payment to Certificateholders and the Trustee Insurer of all amounts required to be distributed paid to them pursuant to this Agreement and the Insurance Agreement (as set forth in writing by the Insurer) and the disposition of all property held as part of the Trust PropertyTrust; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust created by the Agreement continue beyond one hundred ten (110) the expiration of 21 years following from the date as of which the earliest execution Agreement is executed. The Servicer shall promptly notify the Trustee of any prospective termination pursuant to this AgreementSection 16.01. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed given promptly by the Trustee by letter to Certificateholders not earlier than the 60th day and mailed not later than the 20th 10th day of the month next preceding such final distribution specifying the specified Distribution Date stating (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will shall be made upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specifieddesignated, (B) the amount of any such proposed final payment, and (C) if applicable, that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar (if other than the Trustee) at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.029.04 and, in the event of a termination pursuant to clause (i) or (ii) of the preceding paragraph, the provisions of Section 9 of Annex A hereto shall govern the remaining distributions to Certificateholders. POOLING AND SERVICING AGREEMENT In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall, upon notice to the Regular Distribution Date (or Special Distribution DateTrustee, as the case may be). In the event that any money held be distributed by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after Depositor or its successor, and upon such distribution the final distribution date with respect thereto, the Trustee shall pay Certificateholders' rights to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees and the Companyany amounts so distributed will be extinguished.

Termination of the Trust. The respective obligations and responsibilities of the Company, the Guarantor Company and the Trustee with respect to the Applicable Trust shall terminate upon the distribution to all Holders of the Certificates Applicable Certificateholders and the Trustee of all amounts required to be distributed to them pursuant to this Agreement and the disposition of all property held as part of the Trust Property; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Applicable Trust continue beyond 21 years less one hundred ten (110) years day following the date death of the earliest execution last survivor of this Agreementall descendants living on the date thereof of Jxxxxx X. Xxxxxxx, Xx., unless applicable law shall permit a longer term, in which case such longer term shall apply. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Applicable Certificateholders may surrender their Applicable Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed promptly by the Trustee to Applicable Certificateholders not earlier than the 60th day and not later than the 20th 15th day next preceding such final distribution Distribution Date specifying (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Applicable Certificates will be made upon presentation and surrender of Applicable Certificates at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (Cc) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Applicable Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to Applicable Certificateholders. Upon presentation and surrender of the CertificatesApplicable Certificates in accordance with such notice, the Trustee shall cause to be distributed to Applicable Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.02final payments. In the event that all of the Applicable Certificateholders shall not surrender their Applicable Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Applicable Certificateholders to surrender their Applicable Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Applicable Certificates after the Regular Distribution Date (or Special Distribution Date, as specified in the case may be)first written notice. In the event that any money held by the Trustee for the payment of distributions on the Applicable Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees Trustees, the Owner Participants and the Company.

Termination of the Trust. The respective obligations and responsibilities of the Company, the Guarantor Company and the Trustee with respect to the Trust shall terminate upon the distribution to all Holders of the Certificates and the Trustee of all amounts required to be distributed to them pursuant to this Agreement and the disposition of all property held as part of the Trust Property; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust continue beyond one hundred ten (110) years following the date of the earliest execution of this Trust Agreement. Notice of any such termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed promptly by the Trustee to Certificateholders not earlier than the 60th day and not later than the 20th day next preceding such final distribution Distribution Date specifying (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the CertificatesCertificates in accordance with such notice, the Trustee 78 shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.02final payments. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Regular Distribution Date (or Special Distribution Date, as specified in the case may be)first written notice. In the event that any money held by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees and the Company.

Termination of the Trust. The respective obligations and responsibilities of the Company, the Guarantor Company and the Trustee with respect to the Trust shall terminate upon the distribution to all Holders of the Certificates and the Trustee of all amounts required to be distributed to them pursuant to this Agreement and the disposition of all property held as part of the Trust Property; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust continue beyond one hundred ten (110) years following the date of the earliest execution of this Trust Agreement. Notice of any such termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed promptly by the Trustee to Certificateholders not earlier than the 60th day and not later than the 20th day next preceding such final distribution Distribution Date specifying (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the CertificatesCertificates in accordance with such notice, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.02final payments. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Regular Distribution Date (or Special Distribution Date, as specified in the case may be)first written notice. In the event that any money held by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees and the Company.

Termination of the Trust. The respective obligations and responsibilities of the CompanyCPS, the Guarantor Depositor, the Servicer and the Trustee with respect to created hereby and the Trust created by this Agreement shall terminate upon the distribution payment to all Holders of the Certificates and the Trustee Certificateholders of all amounts required to be distributed paid to them pursuant to this Agreement, the Spread Account Agreement or the Policy (including all amounts required to reduce the Class A Certificate Balance to zero and to pay in full any unpaid Class A Interest Distributable Amount), satisfaction of all Reimbursement Obligations, and the expiration of any preference period related thereto and the disposition of all property held as part of the Trust PropertyTrust; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust trust created by this Agreement continue beyond one hundred ten (110) the expiration of 21 years following from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States of America to the Court of St. Xxxxx, living on the date of the earliest execution of this Agreement. The Servicer shall promptly notify the Trustee, the Depositor and the Certificate Insurer of any prospective termination pursuant to this Section 11.1. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 60th 15th day and not later than the 20th 25th day of the month next preceding such final distribution specifying the specified Distribution Date stating (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will shall be made upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specifieddesignated, (B) the amount of any such proposed final payment, and (C) if applicable, that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Depositor and the Certificate Registrar (if other than the Trustee) at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.024.6. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates If within one year after the Regular Distribution Date (or Special Distribution Date, as the case may be). In the event that any money held by the Trustee for the payment of distributions on second notice all the Certificates shall remain unclaimed not have been surrendered for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect theretocancellation, the Trustee shall pay take appropriate steps, or may appoint an agent to each Loan take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement or, if none, from CPS. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees and the CompanyAmerican Red Cross.

Termination of the Trust. The respective obligations ------------------------ and responsibilities of the Company, the Guarantor Enserch Exploration and the Trustee with respect to created hereby and the Trust created hereby shall terminate upon the distribution to all Holders of the Certificates and the Trustee Certificateholders of all amounts required to be distributed to them pursuant to this Trust Agreement and the disposition of all property held as part of the Trust Property; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust trust created -------- ------- hereby continue beyond one hundred ten (110) the expiration of 21 years following from the death of the last survivor of the descendants of Xxxxxxx Xxxxxxxxx Xxxxxxx, President of the United States, living on the date of the earliest execution of this Trust Agreement. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed promptly by the Trustee to Certificateholders not earlier than the 60th day and not later than the 20th day next preceding such final distribution specifying (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) , pursuant to Section 4.02. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Regular Distribution Date (or Special Distribution Date, as the case may be). In the event that any money held by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the CompanyEnserch Exploration, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee Indenture Trustees the appropriate amount of money relating to such Loan Indenture Trustee and shall give written notice thereof to the related Owner Trustees and the CompanyGrantor Trustees, Enserch Exploration.

Termination of the Trust. The respective obligations and responsibilities of the Company, the Guarantor Company and the Trustee with respect to the Trust shall terminate upon 57 52 the distribution to all Holders of the Certificates and the Trustee of all amounts required to be distributed to them pursuant to this Agreement and the disposition of all property held as part of the Trust Property; PROVIDEDprovided, HOWEVERhowever, that in no event shall the Trust continue beyond one hundred ten (110) years following the date of the earliest execution of this Trust Agreement. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of on the final distribution Distribution Date and cancellation, shall be mailed promptly by the Trustee to Certificateholders not earlier than the 60th day and not later than the 20th day next preceding such final distribution Distribution Date specifying (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the CertificatesCertificates in accordance with such notice, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.02final payments. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Regular Distribution Date (or Special Distribution Date, as specified in the case may be)first written notice. In the event that any money held by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees Trustees, the Owner Participants and the Company.

Termination of the Trust. The respective obligations and responsibilities of the CompanyLBAC, the Guarantor Depositor, the Servicer, the Custodian and the Trustee with respect to created hereby and the Trust created by this Agreement shall terminate upon the distribution payment to all Holders of the Certificates and the Trustee Certificateholders of all amounts required to be distributed paid to them pursuant to this Agreement Agreement, satisfaction of all Reimbursement Obligations, and the expiration of any preference period related thereto and the disposition of all property held as part of the Trust PropertyTrust; PROVIDED, HOWEVER, in any case there shall be delivered to the Trustee and the Certificate Insurer an Opinion of Counsel that all applicable preference periods under federal, state and local bankruptcy, insolvency and similar laws have expired with respect to the payments pursuant to this Section 10.1; PROVIDED, FURTHER, HOWEVER, that in no event shall the Trust trust created by this Agreement continue beyond one hundred ten (110) expiration of 21 years following from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States of America to the Court of St. Xxxxx, living on the date of the earliest execution of this Agreement. The Servicer shall promptly notify the Trustee, the Depositor, each Rating Agency and the Certificate Insurer of any prospective termination pursuant to this Section 10.1. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 60th 15th day and not later than the 20th 25th day of the month next preceding such final distribution specifying the specified Distribution Date stating (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will shall be made upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specifieddesignated, (B) the amount of any such proposed final payment, and (C) if applicable, that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Depositor and the Certificate Registrar (if other than the Trustee) at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.024.6. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on If within one year after the second notice all the Certificates after the Regular Distribution Date (or Special Distribution Dateshall not have been surrendered for cancellation, as the case may be). In the event that any money held by the Trustee shall take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement or, if none, from LBAC. Notwithstanding the foregoing, any funds remaining on deposit in the Certificate 113 Account for the payment of distributions on the Certificates shall remain and not applied but remaining unclaimed for two years (or after the date upon which principal and interest on such lesser time as Certificates shall have become due and payable, shall, at the election of the Trustee shall or upon the written request of LBAC and unless otherwise required by mandatory provisions of law, be satisfied, after sixty days' notice from the Company, is one month prior paid to the escheat period provided under applicable National Stroke Council by the Trustee, and the holder of any Certificate and the Certificate Insurer, shall, unless otherwise required by mandatory provisions of law) after , thereafter look only to LBAC for any payment which such Person may be entitled to collect, and all liability of the final distribution date Trustee with respect thereto, to such funds and all obligations (other than obligations which by their express terms survive termination of the Trust) of the Trustee under this Agreement shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees and the Companythereupon cease.