Common use of Final Payment with Respect to Any Series Clause in Contracts

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Date upon which the Noteholders of any Series may surrender their Notes for final payment with respect to such Series and cancellation, shall be given (subject to at least two (2) Business Days’ prior notice from the Issuer to the Trustee) by the Trustee to Noteholders of such Series mailed not later than five (5) Business Days preceding such final payment (or in the manner provided by the Series Supplement relating to such Series) specifying (i) the Payment Date (which shall be the Payment Date in the month (x) in which the deposit is made as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occurs) upon which final payment of such Notes will be made upon presentation and surrender of such Notes at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Notes at the office or offices therein specified. The Issuer’s notice to the Trustee in accordance with the preceding sentence shall be accompanied by an Officer’s Certificate setting forth the information specified in Article 6 of this Base Indenture covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. The Trustee shall give such notice to the Transfer Agent and the Paying Agent at the time such notice is given to such Noteholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture pursuant to Section 12.1 or the occurrence of the Series Termination Date with respect to any Series, all funds then on deposit in the Payment Account shall continue to be held in trust for the benefit of the Noteholders of the related Series and the Paying Agent or the Trustee shall pay such funds to the Noteholders of the related Series upon surrender of their Notes. In the event that all of the Noteholders of any Series shall not surrender their Notes for cancellation within six (6) months after the date specified in the above-mentioned written notice, the Trustee shall give second written notice to the remaining Noteholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes for cancellation and receive the final distribution with respect thereto. If within one and one-half years after the second notice with respect to a Series, all the Notes of such Series 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 Noteholders of such Series concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Payment Account or any Series Account held for the benefit of such Noteholders. The Trustee and the Paying Agent shall pay to the Issuer upon request any monies held by them for the payment of principal or interest which remains unclaimed for two (2) years. After such payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property Law designates another Person. (c) All Notes surrendered for payment of the final distribution with respect to such Notes and cancellation shall be cancelled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the Issuer.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Distribution Date upon which the Noteholders Investor Certificateholders of any Series may surrender their Notes Certificates for payment of the final payment distribution with respect to such Series and cancellation, shall be given (subject to at least two (2) Business Days’ prior notice from the Issuer Servicer to the Trustee) by the Trustee to Noteholders Investor Certificateholders of such Series mailed not later than five (5) Business Days preceding the fifth day of the month of such final payment distribution (or in the manner provided by the Series Supplement relating to such Series) specifying (i) the Payment Distribution Date (which shall be the Payment Distribution Date in the month (x) in which the deposit is made pursuant to Section 9.02 or subsection 2.04(e), 10.02(a), or subsection 12.02(a) of this Agreement or such other section as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occurs) upon which final payment of such Notes Investor Certificates will be made upon presentation and surrender of such Notes Investor Certificates at the office or offices therein designateddesignated (which, in the case of Bearer Certificates, shall be outside the United States), (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Notes Investor Certificates at the office or offices therein specified. The IssuerServicer’s notice to the Trustee in accordance with the preceding sentence shall be accompanied by an Officer’s Officers’ Certificate setting forth the information specified in Article 6 V of this Base Indenture Agreement covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. The Trustee shall give such notice to the Transfer Agent and Registrar and the Paying Agent at the time such notice is given to such NoteholdersInvestor Certificateholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture Trust pursuant to Section 12.1 subsection 12.01(a) or the occurrence of the Series Termination Date with respect to any Series, all funds then on deposit in the Payment Finance Charge Account, the Principal Account, the Distribution Account or any Series Account applicable to the related Series shall continue to be held in trust for the benefit of the Noteholders Certificateholders of the related Series and the Paying Agent or the Trustee shall pay such funds to the Noteholders Certificateholders of the related Series upon surrender of their NotesCertificates (which surrenders and payments, in the case of Bearer Certificates, shall be made only outside the United States). In the event that all of the Noteholders Investor Certificateholders of any Series shall not surrender their Notes 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 (or, in the case of Bearer Certificates, publication notice) to the remaining Noteholders Investor Certificateholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes Certificates for cancellation and receive the final distribution with respect thereto. If within one and one-half years after the second notice with respect to a Series, all the Notes Investor Certificates of such Series 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 Noteholders Investor Certificateholders of such Series concerning surrender of their NotesCertificates, and the cost thereof shall be paid out of the funds in the Payment Distribution Account or any Series Account held for the benefit of such NoteholdersInvestor Certificateholders. The Trustee and the Paying Agent shall pay to the Issuer Transferor upon request any monies held by them for the payment of principal or interest which remains unclaimed for two (2) years. After such payment to the IssuerTransferor, Noteholders Investor Certificateholders entitled to the money must look to the Issuer Transferor for payment as general creditors unless an applicable abandoned property Law law designates another PersonPerson and the Trustee shall have no additional obligation, responsibility or liability with respect to such monies. (c) All Notes Certificates surrendered for payment of the final distribution with respect to such Notes Certificates and cancellation shall be cancelled canceled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to accordance with the Trustee and the IssuerTrustee’s customary procedures.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Date upon which the Noteholders of any Series may surrender their Notes for final payment with respect to such Series and cancellation, shall be given (subject to at least two (2) Business Days’ prior notice from the Issuer to the TrusteeTrustee prior to the date the Trustee must mail notice to any Noteholder) by the Trustee to Noteholders of such Series mailed not later than five (5) Business Days preceding such final payment (or in the manner provided by the Series Supplement relating to such Series) specifying (i) the Payment Date (which shall be the Payment Date in the month (x) in which the deposit is made as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occurs) upon which final payment of such Notes will be made upon presentation and surrender of such Notes at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Notes at the office or offices therein specified. The Issuer’s notice to the Trustee in accordance with the preceding sentence shall be accompanied by an a Conn Officer’s Certificate setting forth the information specified in Article 6 of this Base Indenture covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. The Trustee shall give such notice to the Transfer Agent and Registrar, and the Paying Agent at the time such notice is given to such Noteholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture pursuant to Section 12.1 or the occurrence of the Series Termination Date with respect to any Series, all funds then on deposit in the applicable Payment Account shall continue to be held in trust for the benefit of the Noteholders of the related Series and the Paying Agent or the Trustee shall pay such funds to the Noteholders of the related Series upon surrender of their Notes. In the event that all of the Noteholders of any Series shall not surrender their Notes for cancellation within six (6) months after the date specified in the above-mentioned written notice, the Trustee shall give second written notice to the remaining Noteholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes for cancellation and receive the final distribution with respect thereto. If within one and one-half years after the second notice with respect to a Series, all the Notes of such Series 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 Noteholders of such Series concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Payment Account or any Series Account held for the benefit of such Noteholders. The Subject to applicable Laws with respect to escheat of funds, the Trustee and the Paying Agent shall pay to the Issuer upon request any monies held by them for the payment of principal or interest which remains unclaimed for two (2) years. After such payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property Law designates another PersonPerson other than the Trustee. (c) All Notes surrendered for payment of the final distribution with respect to such Notes and cancellation shall be cancelled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the Issuer.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Date upon which the Noteholders or Certificateholders of any Series may surrender their Notes for final payment with respect to such Series and cancellation, shall be given (subject to at least two (2) Business Days’ prior notice from the Issuer to the Trustee) by the Trustee to Noteholders or Certificateholders of such Series mailed not later than five (5) Business Days preceding such final payment (or in the manner provided by the Series Supplement relating to such Series) specifying (i) the Payment Date (which shall be the Payment Date in the month (x) in which the deposit is made as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occurs) upon which final payment of such Notes will be made upon presentation and surrender of such Notes at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Notes at the office or offices therein specified. The Issuer’s notice to the Trustee in accordance with the preceding sentence shall be accompanied by an Officer’s Certificate setting forth the information specified in Article 6 of this Base Indenture covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. The Trustee shall give such notice to the Transfer Agent and the Paying Agent at the time such notice is given to such NoteholdersNoteholders or Certificateholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture pursuant to Section 12.1 or the occurrence of the Series Termination Date with respect to any Series, all funds then on deposit in the Payment Account shall continue to be held in trust for the benefit of the Noteholders or Certificateholders of the related Series and the Paying Agent or the Trustee shall pay such funds to the Noteholders or Certificateholders of the related Series upon surrender of their Notes. In the event that all of the Noteholders or Certificateholders of any Series shall not surrender their Notes for cancellation within six (6) months after the date specified in the above-mentioned written notice, the Trustee shall give second written notice to the remaining Noteholders or Certificateholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes for cancellation and receive the final distribution with respect thereto. If within one and one-half years after the second notice with respect to a Series, all the Notes of such Series 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 Noteholders or Certificateholders of such Series concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Payment Account or any Series Account held for the benefit of such Noteholders. The Trustee and the Paying Agent shall pay to the Issuer upon request any monies held by them for the payment of principal or interest which remains unclaimed for two (2) years. After such payment to the Issuer, Noteholders or Certificateholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property Law designates another Person. (c) All Notes surrendered for payment of the final distribution with respect to such Notes and cancellation shall be cancelled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the Issuer.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Distribution Date upon which the Noteholders Investor Certificateholders of any Series may surrender their Notes Certificates for payment of the final payment distribution with respect to such Series and cancellation, shall be given (subject to at least two (2) Business Days’ ' prior notice from the Issuer Servicer to the Trustee) by the Trustee to Noteholders Investor Certificateholders of such Series mailed not later than five (5) Business Days preceding the fifth day of the month of such final payment distribution (or in the manner provided by the Series Supplement relating to such Series) specifying (i) the Payment Distribution Date (which shall be the Payment Distribution Date in the month (x) in which the deposit is made pursuant to subsection 2.04(e), 9.02(a), 10.02(a), or subsection 12.02(a) of the Agreement or such other section as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occurs) upon which final payment of such Notes Investor Certificates will be made upon presentation and surrender of such Notes Investor Certificates at the office or offices therein designateddesignated (which, in the case of Bearer Certificates, shall be outside the United States of America), (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Notes Investor Certificates at the office or offices therein specified. The Issuer’s Servicer's notice to the Trustee in accordance with the preceding sentence shall be accompanied by an Officer’s Officers' Certificate setting forth the information specified in Article 6 V of this Base Indenture Agreement covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. The Trustee shall give such notice to the Transfer Agent and Registrar and the Paying Agent at the time such notice is given to such NoteholdersInvestor Certificateholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture Trust pursuant to Section 12.1 subsection 12.01(a) or the occurrence of the Series Termination Date with respect to any Series, all funds then on deposit in the Payment Finance Charge Account, the Principal Account, the Distribution Account or any Series Account applicable to the related Series shall continue to be held in trust for the benefit of the Noteholders Certificateholders of the related Series and the Paying Agent or the Trustee shall pay such funds to the Noteholders Certificateholders of the related Series upon surrender of their NotesCertificates (which surrenders and payments, in the case of Bearer Certificates, shall be made only outside the United States of America). In the event that all of the Noteholders Investor Certificateholders of any Series shall not surrender their Notes 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 (or, in the case of Bearer Certificates, publication notice) to the remaining Noteholders Investor Certificateholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes Certificates for cancellation and receive the final distribution with respect thereto. If within one and one-one half years after the second notice with respect to a Series, all the Notes Investor Certificates of such Series 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 Noteholders Investor Certificateholders of such Series concerning surrender of their NotesCertificates, and the cost thereof shall be paid out of the funds in the Payment Distribution Account or any Series Account held for the benefit of such NoteholdersInvestor Certificateholders. The Trustee and the Paying Agent shall pay to the Issuer Transferor upon request any monies held by them for the payment of principal or interest which remains unclaimed for two (2) years. After such payment to the IssuerTransferor, Noteholders Investor Certificateholders entitled to the money must look to the Issuer Transferor for payment as general creditors unless an applicable abandoned property Law law designates another Person. (c) All Notes Certificates surrendered for payment of the final distribution with respect to such Notes Certificates and cancellation shall be cancelled canceled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the IssuerTransferor.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Settlement Date upon which the Noteholders of any Series may surrender their Notes for final payment with respect to such Series and cancellation, shall be given (subject to at least two (2) Business Days’ prior notice from the Issuer Servicer to the Trustee) by the Trustee to Noteholders of such Series and the Notice Persons mailed not later than five (5) Business Days the last day of the month preceding such final payment (or in the manner provided by the Series Supplement relating to such Series) specifying (i) the Payment Settlement Date (which shall be the Payment Settlement Date in the month (x) in which the deposit is made pursuant to Section 13.4(a) of this Base Indenture or such other section as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occurs) upon which final payment of such Notes will be made upon presentation and surrender of such Notes at the office or offices therein designateddesignated (which, in the case of Bearer Notes, shall be outside the United States), (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Settlement Date is not applicable, payments being made only upon presentation and surrender of the Notes at the office or offices therein specified. The IssuerServicer’s notice to the Trustee in accordance with the preceding sentence shall be accompanied by an a Cofina Officer’s Certificate setting forth the information specified in Article 6 of this Base Indenture covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. The Trustee shall give such notice to the Transfer Agent and the Paying Agent at the time such notice is given to such Noteholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture pursuant to Section 12.1 13.1 or the occurrence of the Series Termination Date with respect to any Series, all funds then on deposit in the Payment Settlement Account or any Series Account applicable to the related Series shall continue to be held in trust for the benefit of the Noteholders of the related Series Series, and the Paying Agent or the Trustee shall pay such funds to the Noteholders of the related Series upon surrender of their Notes (which surrenders and payments, in the case of Bearer Notes, shall be made only outside the United States). In the event that all of the Noteholders of any Series shall not surrender their Notes for cancellation within six (6) months after the date specified in the above-mentioned written notice, the Trustee shall give second written notice (or, in the case of Bearer Certificates, publication notice) to the remaining Noteholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes for cancellation and receive the final distribution with respect thereto. If within one and one-half years after the second notice with respect to a Series, all the Notes of such Series 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 Noteholders of such Series concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Payment Settlement Account or any Series Account held for the benefit of such Noteholders. The Trustee and the Paying Agent shall pay to the Issuer upon request any monies held by them for the payment of principal or interest which remains unclaimed for two (2) years. After such payment to the Issuer, Noteholders entitled to the money must look solely to the Issuer for payment as general creditors unless an applicable abandoned property Law law designates another Person. (c) All Notes surrendered for payment of the final distribution with respect to such Notes and cancellation shall be cancelled canceled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the Issuer.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Distribution Date upon which the Noteholders Investor Certificateholders of any Series may surrender their Notes Certificates for payment of the final payment distribution with respect to such Series and cancellation, shall be given (subject to at least two (2) Business Days’ prior notice from the Issuer Servicer to the Trustee) by the Trustee to Noteholders Investor Certificateholders of such Series mailed not later than five (5) Business Days preceding the fifth day of the month of such final payment distribution (or in the manner provided by the Series Supplement relating to such Series) specifying (i) the Payment Distribution Date (which shall be the Payment Distribution Date in the month (x) in which the deposit is made pursuant to subsection 2.04(e), 9.02(b), 10.02(a), or subsection 12.02(a) of the Agreement or such other section as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occurs) upon which final payment of such Notes Investor Certificates will be made upon presentation and surrender of such Notes Investor Certificates at the office or offices therein designateddesignated (which, in the case of Bearer Certificates, shall be outside the United States), (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Notes Investor Certificates at the office or offices therein specified. The Issuer’s notice Servicer shall also deliver to the Trustee Trustee, as soon as is practicable but in accordance with any event not later than three Business Days after the Determination Date relating to the final payment described in the preceding sentence shall be accompanied by sentence, an Officer’s Officers’ Certificate setting forth the information information, to the extent available, specified in Article 6 V of this Base Indenture Agreement covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. The Trustee shall give such notice to the Transfer Agent and Registrar and the Paying Agent at the time such notice is given to such NoteholdersInvestor Certificateholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture Trust pursuant to Section 12.1 subsection 12.01(a) or the occurrence of the Series Termination Date with respect to any Series, all funds then on deposit in the Payment Finance Charge Account, the Principal Account, the Distribution Account or any Series Account applicable to the related Series shall continue to be held in trust for the benefit of the Noteholders Certificateholders of the related Series and the Paying Agent or the Trustee shall pay such funds to the Noteholders Certificateholders of the related Series upon surrender of their NotesCertificates (which surrenders and payments, in the case of Bearer Certificates, shall be made only outside the United States). In the event that all of the Noteholders Investor Certificateholders of any Series shall not surrender their Notes 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 (or, in the case of Bearer Certificates, publication notice) to the remaining Noteholders Investor Certificateholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes Certificates for cancellation and receive the final distribution with respect thereto. If within one and one-half years after the second notice with respect to a Series, all the Notes Investor Certificates of such Series 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 Noteholders Investor Certificateholders of such Series concerning surrender of their NotesCertificates, and the cost thereof shall be paid out of the funds in the Payment Distribution Account or any Series Account held for the benefit of such NoteholdersInvestor Certificateholders. The Trustee and the Paying Agent shall pay to the Issuer Seller upon request any monies held by them for the payment of principal or interest which remains unclaimed for two (2) years. After such payment to the IssuerSeller, Noteholders Investor Certificateholders entitled to the money must look to the Issuer Seller for payment as general creditors unless an applicable abandoned property Law law designates another Person. (c) All Notes Certificates surrendered for payment of the final distribution with respect to such Notes Certificates and cancellation shall be cancelled canceled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the IssuerSeller.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Distribution Date upon which the Noteholders Investor Certificateholders of any Series may surrender their Notes Certificates for payment of the final payment distribution with respect to such Series and cancellation, shall be given (subject to at least two five (25) Business Days’ Days prior notice from the Issuer Servicer to the Trustee) by the Trustee to Noteholders Investor Certificateholders of such Series (and the Enhancement Provider if so provided in the 96 related Supplement), mailed (or in the case of Bearer Certificates, published in the manner specified in the related Supplement) not later than five (5) Business Days the Determination Date preceding the date of such final payment distribution (or in the manner provided by the Series Supplement relating to such Series) specifying (i) the Payment Distribution Date (which shall be the Payment first Distribution Date in after the month (x) in date on which the deposit is made as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occursmade) upon which final payment of such Notes Investor Certificates will be made upon presentation and surrender of such Notes Investor Certificates at the office or offices therein designateddesignated (which, in the case of Bearer Certificates, shall be outside the United States), (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made to the Certificateholders on such Distribution Date only upon presentation and surrender of the Notes Investor Certificates at the office or offices therein specified. The Issuer’s Servicer's notice to the Trustee in accordance with the preceding sentence shall be accompanied by an Officer’s 's Certificate setting forth the information specified in Article 6 ARTICLE V of this Base Indenture the applicable Supplement covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. Payments shall be made by the Paying Agent to the Investor Certificateholders in the same manner as provided in the applicable Supplement for other distributions. The Trustee shall give such notice to the Transfer Agent and Registrar and the Paying Agent at the time such notice is given to such NoteholdersInvestor Certificateholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture Trust pursuant to Section 12.1 SECTION 9.2 above or the occurrence of the Series Termination Date with respect to any Series, all funds then on deposit in the Payment Collection Account, Sweep Account, Peso Denominated Account or any Series Account shall continue to be held in trust for the benefit of the Noteholders Certificateholders of the related Series Series, and the Paying Agent or the Trustee shall pay such funds to the Noteholders Certificateholders of the related Series upon surrender of their NotesCertificates (which surrenders and payments, in the case of Bearer Certificates, shall be made only outside the United States). In the event that all of the Noteholders Investor Certificateholders of any Series shall not surrender their Notes Certificates for cancellation within six (6) months after the date specified in the notice described in SECTION 9.3(a) above-mentioned written notice, the Trustee shall give a second written notice (in the case of Bearer Certificates, publication notice) to the remaining Noteholders Investor Certificateholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes Certificates for cancellation and receive the final distribution with respect thereto. If within one and one-half years after the second notice with respect to a Series, all the Notes Investor Certificates of such Series shall not have been surrendered for cancellation, the Trustee may take appropriate steps steps, or may appoint an agent to take appropriate steps, to contact the remaining Noteholders Investor Certificateholders of such Series concerning surrender of their NotesCertificates, and the cost thereof shall be paid out of the funds in the Payment Collection Account or any Series Account held for the benefit of such NoteholdersInvestor Certificateholders. The Trustee and the Paying Agent shall pay to the Issuer Sellers' Representative upon request any monies held by them for the payment of the principal or interest which remains unclaimed for two (2) years. After such payment to the IssuerSellers' Representative, Noteholders Investor Certificateholders entitled to the money must look solely to the Issuer Sellers for payment as general creditors unless an applicable abandoned property Law law designates another Person. (c) All Notes Certificates surrendered for payment of the final distribution with respect to such Notes Certificates and cancellation shall be cancelled canceled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the IssuerSeller.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Distribution Date upon which the Noteholders Investor Certificateholders of any Series may surrender their Notes Certificates for payment of the final payment distribution with respect to such Series and cancellation, shall be given (subject to at least two (2) four Business Days’ ' prior notice from the Issuer Servicer to the Trustee) by the Trustee to Noteholders Investor Certificateholders of such Series mailed not later than five (5) Business Days preceding the fifth day of the month of such final payment distribution (or in the manner provided by the Series Supplement relating to such Series) specifying (i) the Payment Distribution Date (which shall be the Payment Distribution Date in the month (x) in which the deposit is made pursuant to subsection 2.4(e), 9 2(a), 10.2(a), or 12.2(a) of the Agreement or such other section as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occurs) upon which final payment of such Notes Investor Certificates will be made upon presentation and surrender of such Notes Investor Certificates at the office or offices therein designateddesignated (which, in the case of Bearer Certificates, shall be outside the United States), (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Notes Investor Certificates at the office or offices therein specified. The Issuer’s Servicer's notice to the Trustee in accordance with the preceding sentence shall be accompanied by an Officer’s 's Certificate setting forth the information specified in Article 6 V of this Base Indenture Agreement covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. The Trustee shall give such notice to the Transfer Agent and Registrar and the Paying Agent at the time such notice is given to such NoteholdersInvestor Certificateholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture Trust pursuant to Section 12.1 subsection 12.1(a) or the occurrence of the Series Termination Date with respect to any Series, all funds then on deposit in the Payment Excess Funding Account, the Interest Funding Account, the Principal Account, the Distribution Account or any Series Account applicable to the related series shall continue to be held in trust for the benefit of the Noteholders Certificateholders of the related Series and the Paying Agent or the Trustee shall pay such funds to the Noteholders Certificateholders of the related Series upon surrender of their NotesCertificates (which surrenders and payments, in the case of Bearer Certificates, shall be made only outside the United States). In the event that all of the Noteholders Investor Certificateholders of any Series shall not surrender their Notes 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 (or, in the case of Bearer Certificates, publication notice) to the remaining Noteholders Investor Certificateholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes Certificates for cancellation and receive the final distribution with respect thereto. If within one and one-one half years after the second notice with respect to a Series, all the Notes Investor Certificates of such Series 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 Noteholders Investor Certificateholders of such Series concerning surrender of their NotesCertificates, and the cost thereof shall be paid out of the funds in the Payment Distribution Account or any Series Account held for the benefit of such NoteholdersInvestor Certificateholders. The Trustee and the Paying Agent shall pay to the Issuer Transferor upon request any monies held by them for the payment of principal or interest which remains unclaimed for two (2) years. After such payment to the IssuerTransferor, Noteholders Investor Certificateholders entitled to the money must look to the Issuer Transferor for payment as general creditors unless an applicable abandoned property Law law designates another Person. (c) All Notes Certificates surrendered for payment of the final distribution with respect to such Notes Certificates and cancellation shall be cancelled canceled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the IssuerTransferor.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Distribution Date upon which the Noteholders Investor Securityholders of any Series may surrender their Notes Securities for payment of the final payment distribution with respect to such Series and cancellation, shall be given (subject to at least two (2) four Business Days’ prior notice from the Issuer Servicer to the Trustee) by the Trustee to Noteholders the Transferor and the Investor Securityholders of such Series mailed not later than five (5) Business Days preceding the fifth day of the month of such final payment distribution (or in the manner provided by the Series Supplement relating to such Series) specifying (i) the Payment Distribution Date (which shall be the Payment Distribution Date in the month (x) in which the deposit is made pursuant to subsection 2.4(e), 9.2(a), 10.2(a), or 12.2(a) of the Agreement or such other section as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occurs) upon which final payment of such Notes Investor Securities will be made upon presentation and surrender of such Notes Investor Securities at the office or offices therein designateddesignated (which, in the case of Bearer Securities, shall be outside the United States), (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Notes Investor Securities at the office or offices therein specified. The IssuerServicer’s notice to the Trustee in accordance with the preceding sentence shall be accompanied by an Officer’s Certificate setting forth the information specified in Article 6 V of this Base Indenture Agreement covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. The Trustee shall give such notice to the Transfer Agent and Registrar and the Paying Agent at the time such notice is given to such Noteholdersthe Transferor and the Investor Securityholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture Trust pursuant to Section 12.1 subsection 12.1(a) or the occurrence of the Series Termination Date with respect to any Series, all funds then on deposit in the Payment Excess Funding Account, the Interest Funding Account, the Principal Account, the Distribution Account or any Series Account applicable to the related Series shall continue to be held in trust for the benefit of the Noteholders Securityholders of the related Series and the Paying Agent or the Trustee shall pay such funds to the Noteholders Securityholders of the related Series upon surrender of their NotesSecurities (which surrenders and payments, in the case of Bearer Securities, shall be made only outside the United States). In the event that all of the Noteholders Investor Securityholders of any Series shall not surrender their Notes Securities for cancellation within six (6) months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice (or, in the case of Bearer Securities, publication notice) to the remaining Noteholders Investor Securityholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes Securities for cancellation and receive the final distribution with respect thereto. If within one and one-one half years after the second notice with respect to a Series, all the Notes Investor Securities of such Series 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 Noteholders Investor Securityholders of such Series concerning surrender of their NotesSecurities, and the cost thereof shall be paid out of the funds in the Payment Distribution Account or any Series Account held for the benefit of such NoteholdersInvestor Securityholders. The Trustee and the Paying Agent shall pay to the Issuer Transferor upon request any monies held by them for the payment of principal or interest which remains unclaimed for two (2) years. After such payment to the IssuerTransferor, Noteholders Investor Securityholders entitled to the money must look to the Issuer Transferor for payment as general creditors unless an applicable abandoned property Law law designates another Personotherwise. (c) All Notes Securities surrendered for payment of the final distribution with respect to such Notes Securities and cancellation shall be cancelled canceled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the IssuerTransferor.

Final Payment with Respect to Any Series. (a) Written notice of any termination, termination specifying the Payment Distribution Date upon which the Noteholders Investor Certificateholders of any Series may surrender their Notes Certificates for payment of the final payment distribution with respect to such Series and cancellation, cancellation shall be given (subject to at least two (2) Business Days’ ' prior notice from the Issuer Servicer to the Trustee) by the Trustee to Noteholders Investor Certificateholders of such Series mailed not later than five (5) Business Days preceding the fifth day of the month of such final payment distribution (or in the manner provided by the Series Supplement relating to such Series) specifying (i) the Payment Distribution Date (which shall be the Payment Distribution Date in the month (xA) in which the deposit is made pursuant to subsections 2.04(e), 9.02(b), 10.02(c), or subsection 12.02(a) of the Agreement or such other Section as may be specified in the related Series Supplement, Supplement or (yB) in which the related Series Termination Date occurs) upon which final payment of such Notes Investor Certificates will be made upon presentation and surrender of such Notes Investor Certificates at the office or offices therein designateddesignated (which, in the case of Bearer Certificates, shall be outside the United States), (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Notes Investor Certificates at the office or offices therein specified. The Issuer’s Servicer's notice to the Trustee in accordance with the preceding sentence shall be accompanied by an Officer’s 's Certificate setting forth the information specified in Article 6 V of this Base Indenture Agreement covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. The Trustee shall give such notice to the Transfer Agent and Registrar and the Paying Agent at the time such notice is given to such NoteholdersInvestor Certificateholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture Trust pursuant to Section 12.1 subsection 12.01(a) or the occurrence of the Series Termination Date with respect to any Series, all funds then on deposit in the Payment Finance Charge Account, the Principal Account, the Distribution Account or any Series Account applicable to the related Series shall continue to be held in trust for the benefit of the Noteholders Certificateholders of the related Series and the Paying Agent or the Trustee shall pay such funds to the Noteholders Certificateholders of the related Series upon surrender of their NotesCertificates (which surrenders and payments, in the case of Bearer Certificates, shall be made only outside the United States). In the event that all of the Noteholders Investor Certificateholders of any Series shall not surrender their Notes 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 (or, in the case of Bearer Certificates, publication notice) to the remaining Noteholders Investor Certificateholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes Certificates for cancellation and receive the final distribution with respect thereto. If If, within one and one-half years after the second notice with respect to a Series, all the Notes Investor Certificates of such Series shall not have been surrendered for cancellation, the Trustee may take appropriate steps steps, or may appoint an agent to take appropriate steps, to contact the remaining Noteholders Investor Certificateholders of such Series concerning surrender of their NotesCertificates, and the cost thereof shall be paid out of the funds in the Payment Distribution Account or any Series Account held for the benefit of such NoteholdersInvestor Certificateholders. The Trustee and the Paying Agent shall pay to the Issuer Transferor upon request any monies moneys held by them for the payment of principal or interest which remains unclaimed for two (2) years. After such payment to the IssuerTransferor, Noteholders Investor Certificateholders entitled to the money moneys must look to the Issuer Transferor for payment as general creditors unless an applicable abandoned property Law law designates another Person. (c) All Notes Certificates surrendered for payment of the final distribution with respect to such Notes Certificates and cancellation shall be cancelled canceled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the IssuerTransferor.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Distribution Date upon which the Noteholders Investor Certificateholders of any Series may surrender their Notes Certificates for payment of the final payment distribution with respect to such Series and cancellation, shall be given (subject to at least two (2) Business Days’ prior notice from the Issuer Transferor or the Servicer to the Trustee) by the Trustee to Noteholders Investor Certificateholders of such Series mailed not later than five (5) Business Days preceding the fifth day of the month of such final payment distribution (or in the manner provided by the Series Supplement relating to such Series) specifying (i) the Payment Distribution Date (which shall be the Payment Distribution Date in the month (x) in which the deposit is made pursuant to subsection 2.04(e), 10.02(a), or 12.02(a) of this Agreement or such other section as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occurs) upon which final payment of such Notes Investor Certificates will be made upon presentation and surrender of such Notes Investor Certificates at the office or offices therein designateddesignated (which, in the case of Bearer Certificates, shall be outside the United States), (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Notes Investor Certificates at the office or offices therein specified. The Issuer’s notice Servicer shall also deliver to the Trustee Trustee, as soon as is practicable but in accordance with any event not later than three Business Days after the Determination Date relating to the final payment described in the preceding sentence shall be accompanied by sentence, an Officer’s Officers’ Certificate of the Servicer setting forth the information information, to the extent available, specified in Article 6 V of this Base Indenture Agreement covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. The Trustee shall give such notice to the Transfer Agent and Registrar and the Paying Agent at the time such notice is given to such NoteholdersInvestor Certificateholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture Trust pursuant to Section 12.1 subsection 12.01(a) or the occurrence of the Series Termination Date with respect to any Series, all funds then on deposit in the Payment Finance Charge Account, the Principal Account, the Distribution Account or any Series Account applicable to the related Series shall continue to be held in trust for the benefit of the Noteholders Certificateholders of the related Series and the Paying Agent or the Trustee shall pay such funds to the Noteholders Certificateholders of the related Series upon surrender of their NotesCertificates (which surrenders and payments, in the case of Bearer Certificates, shall be made only outside the United States). In the event that all of the Noteholders Investor Certificateholders of any Series shall not surrender their Notes Certificates for cancellation within six (6) months after the date specified in the above-mentioned above‑mentioned written notice, the Trustee shall give a second written notice (or, in the case of Bearer Certificates, publication notice) to the remaining Noteholders Investor Certificateholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes Certificates for cancellation and receive the final distribution with respect thereto. If within one and one-half one‑half years after the second notice with respect to a Series, all the Notes Investor Certificates of such Series 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 Noteholders Investor Certificateholders of such Series concerning surrender of their NotesCertificates, and the cost thereof shall be paid out of the funds in the Payment Distribution Account or any Series Account held for the benefit of such NoteholdersInvestor Certificateholders. The Trustee and the Paying Agent shall pay to the Issuer Transferor upon request any monies held by them for the payment of principal or interest which remains unclaimed for two (2) years. After such payment to the IssuerTransferor, Noteholders Investor Certificateholders entitled to the money must look to the Issuer Transferor for payment as general creditors unless an applicable abandoned property Law law designates another Person. (c) All Notes Certificates surrendered for payment of the final distribution with respect to such Notes Certificates and cancellation shall be cancelled canceled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the IssuerTransferor.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Date upon which the Noteholders of any Series may surrender their Notes for final payment with respect to such Series and cancellation, shall be given (subject to at least two (2) Business Days’ prior notice from the Issuer to the Trustee) by the Trustee to Noteholders of such Series mailed not later than five (5) Business Days preceding such final payment (or in the manner provided by the Series Supplement relating to such Series) specifying (i) the Payment Date (which shall be the Payment Date in the month (x) in which the deposit is made as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occurs) upon which final payment of such Notes will be made upon presentation and surrender of such Notes at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Notes at the office or offices therein specified. The Issuer’s notice to the Trustee in accordance with the preceding sentence shall be accompanied by an Officer’s Certificate setting forth the information specified in Article 6 of this Base Indenture covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. The Trustee shall give such notice to the Transfer Agent and the Paying Agent at the time such notice is given to such Noteholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture pursuant to Section 12.1 or the occurrence of the Series Termination Date with respect to any Series, all funds then on deposit in the Payment Collection Account shall continue to be held in trust for the benefit of the Noteholders of the related Series and the Paying Agent or the Trustee shall pay such funds to the Noteholders of the related Series upon surrender of their Notes. In the event that all of the Noteholders of any Series shall not surrender their Notes for cancellation within six (6) months after the date specified in the above-mentioned written notice, the Trustee shall give second written notice to the remaining Noteholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes for cancellation and receive the final distribution with respect thereto. If within one and one-half years after the second notice with respect to a Series, all the Notes of such Series 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 Noteholders of such Series concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Payment Account or any Series Collection Account held for the benefit of such Noteholders. The Trustee and the Paying Agent shall pay to the Issuer upon request any monies held by them for the payment of principal or interest which remains unclaimed for two (2) years. After such payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property Law designates another Person. (c) All Notes surrendered for payment of the final distribution with respect to such Notes and cancellation shall be cancelled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the Issuer.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Distribution Date upon which the Noteholders Investor Certificateholders of any Series may surrender their Notes Certificates for payment of the final payment distribution with respect to such Series and cancellation, shall be given (subject to at least two (2) Business Days’ ' prior notice from the Issuer Servicer to the Trustee) by the Trustee to Noteholders Investor Certificateholders of such Series mailed not later than five (5) Business Days preceding the fifth day of the month of such final payment distribution (or in the manner provided case of the Holders of Bearer Certificates by the Series Supplement relating to publication by the Trustee of a notice at least once in a newspaper of general circulation in Luxembourg (which newspaper shall be printed in the English language and customarily published on each business day in Luxembourg) and, so long as the Investor Certificates are listed on the Luxembourg Stock Exchange or other stock exchange and such Seriesexchange so requires, in Luxembourg or the location required by such other stock exchange) specifying (ia) the Payment Distribution Date (which shall be the Payment Distribution Date in the month (x) in which the deposit is made pursuant to Section 2.4, 9.2, 10.2 or 12.2(a) or such other section as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occurs) upon which final payment of such Notes Investor Certificates will be made upon presentation and surrender of such Notes Investor Certificates at the office or offices therein designated, (iiwhich, in the case of Bearer Certificates, shall be outside the United States), (b) the amount of any such final payment and (iiic) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Notes Investor Certificates at the office or offices therein specified. The Issuer’s Servicer's notice to the Trustee in accordance with the preceding sentence shall be accompanied by an Officer’s 's Certificate setting forth the information specified in Article 6 of this Base Indenture the applicable Supplement covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. The Trustee shall give such notice to the Transfer Agent 107 and Registrar and the Paying Agent at the time such notice is given to such NoteholdersInvestor Certificateholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture Trust pursuant to Section 12.1 12.1(a) or the occurrence of the Stated Series Termination Date with respect to any Series, all funds then on deposit in the Payment Collection Account shall continue to be held in trust for the benefit of the Noteholders of the related Series Certificateholders and the Paying Agent or the Trustee shall pay such funds to the Noteholders of the related Series Certificateholders upon surrender of their NotesCertificates (which surrenders and payments, in the case of Bearer Certificates, shall be made only outside the United States). In the event that all of the Noteholders Investor Certificateholders of any such Series shall not surrender their Notes 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 (or in the case of Bearer Certificates, publication notice) to the remaining Noteholders Investor Certificateholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes Certificates for cancellation and receive the final distribution with respect thereto. If within one and one-half years after the second notice with respect to a Series, all the Notes Investor Certificates of such Series shall not have been surrendered for cancellation, the Trustee may take appropriate steps steps, or may appoint an agent to take appropriate steps, to contact the remaining Noteholders Investor Certificateholders of such Series concerning surrender of their NotesCertificates, and the cost thereof shall be paid out of the funds in the Payment Account or any Series Collection Account held for the benefit of such NoteholdersInvestor Certificateholders. The Trustee and the Paying Agent shall pay or cause to be paid to the Issuer Transferor upon request any all monies held by them for the payment of principal or interest which remains remain unclaimed for after two (2) years. After such payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property Law designates another Person. (c) All Notes Certificates surrendered for payment of the final distribution with respect to such Notes Certificates and cancellation shall be cancelled mutilated and physically canceled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the IssuerTransferor.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Distribution Date upon which the Noteholders Investor Certificateholders of any Series may surrender their Notes Investor Certificates for payment of the final payment distribution with respect to such Series and cancellation, shall be given (subject to at least two 30 days' (2or such shorter period as is acceptable to the Trustee) Business Days’ prior written notice from the Issuer Servicer to the Trustee containing all information required for the Trustee's notice) by the Trustee to Noteholders Investor Certificateholders of such Series Series, mailed not later than five (5) Business Days preceding the fifth day of the month of such final payment (or in the manner provided by the Series Supplement relating to such Series) distribution and specifying (i) the Payment Distribution Date (which shall be the Payment Date in the month (x) in which the deposit is made as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occurs) upon which final payment of such Notes the Investor Certificates will be made upon presentation and surrender of such Notes Investor Certificates at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Notes Investor Certificates at the office or offices therein specified. The Issuer’s Servicer's notice to the Trustee in accordance with the preceding sentence shall be accompanied by an Officer’s 's Certificate setting forth the information specified in Article 6 Section 4.3 of this Base Indenture the Servicing Agreement covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distributionnotice. The Trustee shall give such notice to the Transfer Agent and Registrar and the Paying Agent at the time such notice is given to such NoteholdersInvestor Certificateholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture Trust pursuant to Section 12.1 subsection 9.1(a) or the occurrence of the Series Termination Date with respect to any SeriesSeries pursuant to Section 9.2, all funds then on deposit in the Payment Collection Account (but only to the extent necessary to pay all outstanding and unpaid amounts to Holders) shall continue to be held in trust for the benefit of the Noteholders of the related Series Holders, and the Paying Agent or the Trustee shall pay such funds to the Noteholders of the related Series Holders upon surrender of their NotesCertificates in accordance with the terms hereof. Any Certificate not surrendered on the date specified in subsection 9.3(a)(i) shall cease to accrue any interest provided for such Certificate from and after such date. In the event that all of the Noteholders of any Series Investor Certificateholders shall not surrender their Notes 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 Noteholders Investor Certificateholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes Certificates for cancellation and receive the final distribution with respect thereto. If within one and one-half years year after the second notice with respect to a Series, all the Notes Investor Certificates of such Series shall not have been surrendered for cancellation, the Trustee may take appropriate steps steps, or may appoint an agent to take appropriate steps, to contact the remaining Noteholders Investor Certificateholders of such Series concerning surrender of their NotesCertificates, and the cost thereof shall be paid out of the funds in the Payment Account or any Series Collection Account held for the benefit of such NoteholdersInvestor Certificateholders. The Trustee and the Paying Agent shall pay to the Issuer Company upon request any monies held by them for the payment of principal or interest which that remains unclaimed for two (2) years. After such payment to the IssuerCompany, Noteholders Holders entitled to the money must look to the Issuer Company for payment as general creditors unless an applicable abandoned property Law law designates another Person. (c) All Notes Certificates surrendered for payment of the final distribution with respect to such Notes Certificates and cancellation shall be cancelled canceled by the Transfer Agent and Registrar and be disposed of in a customary manner satisfactory to the Trustee and the IssuerTrustee.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Distribution Date upon which the Noteholders Investor Certificateholders of any Series may surrender their Notes Investor Certificates for payment of the final payment distribution with respect to such Series and cancellation, shall be given (subject to at least two (2) Business Days’ 30 days' prior written notice from the Issuer Master Servicer to the Trustee containing all information required for the Trustee's notice or such shorter period as is acceptable to the Trustee) by the Trustee to Noteholders Investor Certificateholders of such Series mailed not later than five (5) Business Days preceding the fifth day of the month of such final payment (or in the manner provided by the Series Supplement relating to such Series) distribution specifying (i) the Payment Distribution Date (which shall be the Payment Date in the month (x) in which the deposit is made as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occurs) upon which final payment of such Notes the Investor Certificates will be made upon presentation and surrender of such Notes Investor Certificates at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Notes Investor Certificates at the office or offices therein specified. The Issuer’s Master Servicer's notice to the Trustee in accordance with the preceding sentence shall be accompanied by an a Responsible Officer’s Certificate 's certificate setting forth the information specified in Article 6 Section 4.03 of this Base Indenture ------------ the Servicing Agreement covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distributionnotice. The Trustee shall give such notice to the Transfer Agent and Registrar and the Paying Agent at the time such notice is given to such NoteholdersInvestor Certificateholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture Trust pursuant to Section 12.1 subsection 9.01(a) or the occurrence of the Series Termination Date with respect ------------------ to any SeriesSeries pursuant to Section 9.02, all funds then on deposit in the Payment Account ------------ Collection Accounts (but only to the extent necessary to pay all outstanding and unpaid amounts to Holders) shall continue to be held in trust for the benefit of the Noteholders of the related Series Holders and the Paying Agent or the Trustee shall pay such funds to the Noteholders of the related Series Investor Certificateholders upon surrender of their NotesInvestor Certificates in accordance with the terms hereof. Any Investor Certificate not surrendered on the date specified in subsection 9.03(a)(i) shall cease to accrue any amounts --------------------- due provided for such Investor Certificate from and after such date. In the event that all of the Noteholders of any Series Investor Certificateholders shall not surrender their Notes Investor Certificates for cancellation within six (6) months after the date specified in the above-above- mentioned written notice, the Trustee shall give a second written notice to the remaining Noteholders Investor Certificateholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes Investor Certificates for cancellation and receive the final distribution with respect thereto. If within one and one-half years (1) year after the second notice with respect to a Series, all the Notes Investor Certificates of such Series shall not have been surrendered for cancellation, the Trustee may take appropriate steps steps, or may appoint an agent to take appropriate steps, to contact the remaining Noteholders Investor Certificateholders of such Series concerning surrender of their NotesInvestor Certificates, and the cost thereof shall be paid out of the funds in the Payment Account or any related Series Concentration Account held for the benefit of such NoteholdersInvestor Certificateholders. The Trustee and the Paying Agent shall pay pay, pro rata, to the Issuer holders of the Exchangeable Company Interest upon request any monies held by them for the payment of principal or interest which amounts due in respect thereof that remains unclaimed for two (2) yearsyears and neither the Trustee nor the Paying Agent shall be liable to any Investor Certificateholder for such payment to the Company upon its request. After such payment to the IssuerCompany, Noteholders Holders entitled to the money must look to the Issuer Company for payment as general creditors unless an applicable abandoned property Law law designates another Person. (c) All Notes Investor Certificates surrendered for payment of the final distribution with respect to such Notes Investor Certificates and cancellation shall be cancelled canceled by the Transfer Agent and Registrar and be disposed of in a customary manner satisfactory to the Trustee and the IssuerTrustee.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Date upon which the Noteholders of any Series may surrender their Notes for final payment with respect to such Series and cancellation, shall be given (subject to at least two (2) Business Days’ prior notice from the Issuer to the Trustee) by the Trustee to Noteholders of such Series mailed not later than five (5) Business Days preceding such final payment (or in the manner provided by the Series Supplement relating to such Series) specifying (i) the Payment Date (which shall be the Payment Date in the month (x) in which the deposit is made as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occurs) upon which final payment of such Notes will be made upon presentation and surrender of such Notes at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Notes at the office or offices therein specified. The Issuer’s notice to the Trustee in accordance with the preceding sentence shall be accompanied by an Officer’s Certificate setting forth the information specified in Article 6 of this Base Indenture covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. The Trustee shall give such notice to the Transfer Agent and the Paying Agent at the time such notice is given to such Noteholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture pursuant to Section 12.1 or the occurrence of the Series Termination Date with respect to any Series, all funds then on deposit in the Payment Collection Account and the Reserve Account shall continue to be held in trust for the benefit of the Noteholders of the related Series and the Paying Agent or the Trustee shall pay such funds to the Noteholders of the related Series upon surrender of their Notes. In the event that all of the Noteholders of any Series shall not surrender their Notes for cancellation within six (6) months after the date specified in the above-mentioned written notice, the Trustee shall give second written notice to the remaining Noteholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes for cancellation and receive the final distribution with respect thereto. If within one and one-half years after the second notice with respect to a Series, all the Notes of such Series 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 Noteholders of such Series concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Payment Account or any Series Collection Account held for the benefit of such Noteholders. The Trustee and the Paying Agent shall pay to the Issuer upon request any monies held by them for the payment of principal or interest which remains unclaimed for two (2) years. After such payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property Law designates another Person. (c) All Notes surrendered for payment of the final distribution with respect to such Notes and cancellation shall be cancelled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the Issuer.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Date upon which the Noteholders of any Series may surrender their Notes for final payment with respect to such Series and cancellation, shall be given (subject to at least two (2) Business Days’ ' prior notice from the Issuer Servicer to the Trustee) by the Trustee to Noteholders of such Series mailed not later than five (5) Business Days the last day of the month preceding such final payment (or in the manner provided by the Series Supplement relating to such Series) specifying (i) the Payment Date (which shall be the Payment Date in the month (x) in which the deposit is made pursuant to subsection 12.4(a) of this Base Indenture or such other section as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occurs) upon which final payment of such Notes will be made upon presentation and surrender of such Notes at the office or offices therein designateddesignated (which, in the case of Bearer Notes, shall be outside the United States), (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such 100 Payment Date is not applicable, payments being made only upon presentation and surrender of the Notes at the office or offices therein specified. The Issuer’s Servicer's notice to the Trustee in accordance with the preceding sentence shall be accompanied by an a Conn Officer’s 's Certificate setting forth the information specified in Article 6 of this Base Indenture covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. The Trustee shall give such notice to the Transfer Agent and the Paying Agent at the time such notice is given to such Noteholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture pursuant to Section 12.1 or the occurrence of the Series Termination Date with respect to any Series, all funds then on deposit in the Finance Charge Account, the Principal Account, the Payment Account or any Series Account applicable to the related Series shall continue to be held in trust for the benefit of the Noteholders of the related Series and the Paying Agent or the Trustee shall pay such funds to the Noteholders of the related Series upon surrender of their Notes (which surrenders and payments, in the case of Bearer Notes, shall be made only outside the United States). In the event that all of the Noteholders of any Series shall not surrender their Notes for cancellation within six (6) months after the date specified in the above-mentioned written notice, the Trustee shall give second written notice (or, in the case of Bearer Certificates, publication notice) to the remaining Noteholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes for cancellation and receive the final distribution with respect thereto. If within one and one-half years after the second notice with respect to a Series, all the Notes of such Series 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 Noteholders of such Series concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Payment Account or any Series Account held for the benefit of such Noteholders. The Trustee and the Paying Agent shall pay to the Issuer upon request any monies held by them for the payment of principal or interest which remains unclaimed for two (2) years. After such payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property Law law designates another Person. (c) All Notes surrendered for payment of the final distribution with respect to such Notes and cancellation shall be cancelled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the Issuer.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Date upon which the Noteholders of any Series may surrender their Notes for final payment with respect to such Series and cancellation, shall be given (subject to at least two (2) 20 Business Days’ prior notice from the Issuer Servicer to the Trustee) by the Trustee to Noteholders of such Series mailed delivered not later than five (5) Business Days the last day of the month preceding such final payment (or in the manner provided by the Series Supplement relating to such Series) specifying specifying (i) the Payment Date (which shall be the Payment Date in the month (x) in which the deposit is made pursuant to Section 12.4(a) of this Master Trust Indenture or such other section as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occurs) upon which final payment of such Notes will be made upon presentation and surrender of such Notes at the office or offices therein designateddesignated (which, in the case of Bearer Notes, shall be outside the United States), (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Notes at the office or offices therein specified. The IssuerServicer’s notice to the Trustee in accordance with the preceding sentence shall be accompanied by an a Brooke Officer’s Certificate setting forth the information specified in Article 6 of this Base Master Trust Indenture covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. The Trustee shall give such notice to the Transfer Agent and the Paying Agent at the time such notice is given to such Noteholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture pursuant to Section 12.1 13.1 or the occurrence of the Series Termination Date with respect to any Series, all funds then on deposit in the Collection Account, any Payment Account or any Series Account applicable to the related Series shall continue to be held in trust for the benefit of the Noteholders of the related Series and the Paying Agent or the Trustee shall pay such funds to the Noteholders of the related Series upon surrender of their Notes (which surrenders and payments, in the case of Bearer Notes, shall be made only outside the United States). In the event that all of the Noteholders of any Series shall not surrender their Notes for cancellation within six (6) months after the date specified in the above-mentioned written notice, the Trustee shall give second written notice (or, in the case of Bearer Certificates, publication notice) to the remaining Noteholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes for cancellation and receive the final distribution with respect thereto. If within one and one-half years after the second notice with respect to a Series, all the Notes of such Series 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 Noteholders of such Series concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the any Payment Account or any Series Account held for the benefit of such Noteholders. The Trustee and the Paying Agent shall pay to the Issuer upon request any monies held by them for the payment of principal or interest which remains unclaimed for two (2) years. After such payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property Law law designates another Person. (c) All Notes surrendered for payment of the final distribution with respect to such Notes and cancellation shall be cancelled canceled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the Issuer.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Date upon which the Noteholders or Certificateholders of any Series may surrender their Notes for final payment with respect to such Series and cancellation, shall be given (subject to at least two (2) Business Days’ prior notice from the Issuer to the Trustee) by the Trustee to Noteholders or Certificateholders of such Series mailed not later than five (5) Business Days preceding such final payment (or in the manner provided by the Series Supplement relating to such Series) specifying (i) the Payment Date (which shall be the Payment Date in the month (x) in which the deposit is made as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occurs) upon which final payment of such Notes will be made upon presentation and surrender of such Notes at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Notes at the office or offices therein specified. The Issuer’s notice to the Trustee in accordance with the preceding sentence shall be accompanied by an Officer’s Certificate setting forth the information specified in Article 6 of this Base Indenture covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. The Trustee shall give such notice to the Transfer Agent and the Paying Agent at the time such notice is given to such NoteholdersNoteholders or Certificateholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture pursuant to Section 12.1 or the occurrence of the Series Termination Date with respect to any Series, all funds then on deposit in the Collection Account, the Reserve Account or applicable Payment Account and owing to the Noteholders or Certificateholders shall continue to be held in trust for the benefit of the Noteholders or Certificateholders of the related Series and the Paying Agent or the Trustee shall pay such funds to the 4866-9982-4145.5 Noteholders or Certificateholders of the related Series upon surrender of their Notes. In the event that all of the Noteholders or Certificateholders of any Series shall not surrender their Notes for cancellation within six (6) months after the date specified in the above-mentioned written notice, the Trustee shall give second written notice to the remaining Noteholders or Certificateholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes for cancellation and receive the final distribution with respect thereto. If within one and one-half years after the second notice with respect to a Series, all the Notes of such Series 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 Noteholders or Certificateholders of such Series concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Account, the Reserve Account, the applicable Payment Account or any Series Account held for the benefit of such Noteholders. The Trustee and the Paying Agent shall pay to the Issuer upon request any monies held by them for the payment of principal or interest which remains unclaimed for two (2) years. After such payment to the Issuer, Noteholders or Certificateholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property Law designates another Person. (c) All Notes surrendered for payment of the final distribution with respect to such Notes and cancellation shall be cancelled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the Issuer.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Distribution Date upon which the Noteholders Investor Certificateholders of any Series may surrender their Notes Certificates for payment of the final payment distribution with respect to such Series and cancellation, shall be given (subject to at least two (2) Business Days’ prior notice from the Issuer Transferor or the Servicer to the Trustee) by the Trustee to Noteholders Investor Certificateholders of such Series mailed not later than five (5) Business Days preceding the fifth day of the month of such final payment distribution (or in the manner provided by the Series Supplement relating to such Series) specifying (i) the Payment Distribution Date (which shall be the Payment Distribution Date in the month (x) in which the deposit is made pursuant to subsection 2.04(e), 9.02(b), 10.02(a), or subsection 12.02(a) of the Agreement or such other section as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occurs) upon which final payment of such Notes Investor Certificates will be made upon presentation and surrender of such Notes Investor Certificates at the office or offices therein designateddesignated (which, in the case of Bearer Certificates, shall be outside the United States), (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Notes Investor Certificates at the office or offices therein specified. The Issuer’s notice Servicer shall also deliver to the Trustee Trustee, as soon as is practicable but in accordance with any event not later than three Business Days after the Determination Date relating to the final payment described in the preceding sentence shall be accompanied by sentence, an Officer’s Officers’ Certificate of the Servicer setting forth the information information, to the extent available, specified in Article 6 V of this Base Indenture Agreement covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. The Trustee shall give such notice to the Transfer Agent and Registrar and the Paying Agent at the time such notice is given to such NoteholdersInvestor Certificateholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture Trust pursuant to Section 12.1 subsection 12.01(a) or the occurrence of the Series Termination Date with respect to any Series, all funds then on deposit in the Payment Finance Charge Account, the Principal Account, the Distribution Account or any Series Account applicable to the related Series shall continue to be held in trust for the benefit of the Noteholders Certificateholders of the related Series and the Paying Agent or the Trustee shall pay such funds to the Noteholders Certificateholders of the related Series upon surrender of their NotesCertificates (which surrenders and payments, in the case of Bearer Certificates, shall be made only outside the United States). In the event that all of the Noteholders Investor Certificateholders of any Series shall not surrender their Notes 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 (or, in the case of Bearer Certificates, publication notice) to the remaining Noteholders Investor Certificateholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes Certificates for cancellation and receive the final distribution with respect thereto. If within one and one-half years after the second notice with respect to a Series, all the Notes Investor Certificates of such Series 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 Noteholders Investor Certificateholders of such Series concerning surrender of their NotesCertificates, and the cost thereof shall be paid out of the funds in the Payment Distribution Account or any Series Account held for the benefit of such NoteholdersInvestor Certificateholders. The Trustee and the Paying Agent shall pay to the Issuer Transferor upon request any monies held by them for the payment of principal or interest which remains unclaimed for two (2) years. After such payment to the IssuerTransferor, Noteholders Investor Certificateholders entitled to the money must look to the Issuer Transferor for payment as general creditors unless an applicable abandoned property Law law designates another Person. (c) All Notes Certificates surrendered for payment of the final distribution with respect to such Notes Certificates and cancellation shall be cancelled canceled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the IssuerTransferor.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Distribution Date upon which the Noteholders Investor Certificateholders of any Series may surrender their Notes Certificates for payment of the final payment distribution with respect to such Series and cancellation, shall be given (subject to at least two (2) Business Days’ prior notice from the Issuer Servicer to the Trustee) by the Trustee to Noteholders Investor Certificateholders of such Series mailed not later than five (5) Business Days preceding the fifth day of the month of such final payment distribution (or in the manner provided by the Series Supplement relating to such Series) specifying (i) the Payment Distribution Date (which shall be the Payment Distribution Date in the month (x) in which the deposit is made pursuant to subsection 2.04(e), 9.02(a), 10.02(a) or 12.02(a) of this Agreement or such other section as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occurs) upon which final payment of such Notes Investor Certificates will be made upon presentation and surrender of such Notes Investor Certificates at the office or offices therein designateddesignated (which, in the case of Bearer Certificates, shall be outside the United States of America), (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Notes Investor Certificates at the office or offices therein specified. The IssuerServicer’s notice to the Trustee in accordance with the preceding sentence shall be accompanied by an Officer’s Certificate setting forth the information specified in Article 6 V of this Base Indenture Agreement covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. The Trustee shall give such notice to the Transfer Agent and Registrar and the Paying Agent at the time such notice is given to such NoteholdersInvestor Certificateholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture Trust pursuant to Section 12.1 subsection 12.01(a) or the occurrence of the Series Termination Date with respect to any Series, all funds then on deposit in the Payment Finance Charge Account, the Principal Account, the Distribution Account or any Series Account applicable to the related Series shall continue to be held in trust for the benefit of the Noteholders Certificateholders of the related Series and the Paying Agent or the Trustee shall pay such funds to the Noteholders Certificateholders of the related Series upon surrender of their NotesCertificates (which surrenders and payments, in the case of Bearer Certificates, shall be made only outside the United States of America). In the event that all of the Noteholders Investor Certificateholders of any Series shall not surrender their Notes 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 (or, in the case of Bearer Certificates, publication notice) to the remaining Noteholders Investor Certificateholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes Certificates for cancellation and receive the final distribution with respect thereto. If within one and one-one half years after the second notice with respect to a Series, all the Notes Investor Certificates of such Series 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 Noteholders Investor Certificateholders of such Series concerning surrender of their NotesCertificates, and the cost thereof shall be paid out of the funds in the Payment Distribution Account or any Series Account held for the benefit of such NoteholdersInvestor Certificateholders. The Trustee and the Paying Agent shall pay to the Issuer Transferor upon request any monies held by them for the payment of principal or interest which remains unclaimed for two (2) years. After such payment to the IssuerTransferor, Noteholders Investor Certificateholders entitled to the money must look to the Issuer Transferor for payment as general creditors unless an applicable abandoned property Law law designates another Person. (c) All Notes Certificates surrendered for payment of the final distribution with respect to such Notes Certificates and cancellation shall be cancelled canceled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the IssuerTransferor.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Distribution Date upon which the Noteholders of any Series or Class may surrender their Notes for payment of the final payment distribution with respect to such Series and cancellation, shall be given (subject to at least two (2) Business Days’ prior notice from the Issuer Servicer to the Indenture Trustee) by the Indenture Trustee to Noteholders of such Series or Class mailed not later than five (5) Business Days preceding the fifth day of the month of such final payment distribution (or in the manner provided by the Series Indenture Supplement relating to such Series) specifying (i) the Payment Distribution Date (which shall be the Payment Distribution Date in the month (x) in which the a deposit is made pursuant to subsection 2.4(f) of the Transfer and Servicing Agreement, Section 5.5 or 11.2(a) of this Indenture or such other section as may be specified in the related Series Indenture Supplement, or (y) in which the related Series Termination Date occurs) upon which final payment of such Notes will be made upon presentation and surrender of such Notes at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Notes at the office or offices therein specified. The Issuer’s notice to the Trustee in accordance with the preceding sentence shall be accompanied by an Officer’s Certificate setting forth the information specified in Article 6 of this Base Indenture covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. The Trustee shall give such notice to the Transfer Agent and Registrar and the Paying Agent at the time such notice is given to such Noteholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture Issuer pursuant to Section 12.1 11.1(a) or the occurrence of the Series Termination Date with respect to any Series, all funds then on deposit in the Payment Collection Account, the Excess Funding Account or any Series Account applicable to the related Series shall continue to be held in trust for the benefit of the Noteholders Holders of the related Series Series, and the Paying Agent or the Indenture Trustee shall pay such funds to the Noteholders Holders of the related Series upon surrender of their Notes. In the event that all of the Noteholders Holders of any Series shall not surrender their Notes for cancellation within six (6) months after the date specified in the above-mentioned written notice, the Indenture Trustee shall give a second written notice to the remaining Noteholders Holders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes for cancellation and receive the final distribution with respect thereto. If within one and one-half years year after the second notice with respect to a Series, all the such Notes of such Series shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders of such Series concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Payment Collection Account or any Series Account held for the benefit of such Noteholders. The Subject to requirements of applicable law, the Indenture Trustee and the Paying Agent shall pay to the Issuer Holders of the Transferor Interest upon written request any monies funds held by them for the payment of principal or interest which remains unclaimed for two (2) years. After such payment to the IssuerHolders of the Transferor Interest, Noteholders Holders entitled to the money must look to such funds may seek recovery only from the Issuer for payment Holders of the Transferor Interest as general creditors unless an applicable abandoned property Law law designates another Person. (c) All Notes surrendered for payment of the final distribution with respect to such Notes and cancellation shall be cancelled canceled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to consistent with the Trustee and certificate destruction policies of the IssuerIndenture Trustee.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Distribution Date upon which the Noteholders Investor Certificateholders of any Series may surrender their Notes Certificates for payment of the final payment distribution with respect to such Series and cancellation, shall be given (subject to at least two (2) Business Days’ ' prior notice from the Issuer Servicer to the Trustee) by the Trustee to Noteholders Investor Certificateholders of such Series mailed not later than five (5) Business Days preceding the fifth day of the month of such final payment distribution (or in the manner provided by the Series Supplement relating to such Series) specifying (i) the Payment Distribution Date (which shall be the Payment Distribution Date in the month (x) in which the deposit is made pursuant to subsection 2.04(e), 9.02(b), or subsection 12.02(a) of the Agreement or such other section as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occurs) upon which final payment of such Notes Investor Certificates will be made upon presentation and surrender of such Notes Investor Certificates at the office or offices therein designateddesignated (which, in the case of Bearer Certificates, shall be outside the United States), (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Notes Investor Certificates at the office or offices therein specified. The Issuer’s Servicer's notice to the Trustee in accordance with the preceding sentence shall be accompanied by an Officer’s 's Certificate setting forth the information specified in Article 6 V of this Base Indenture Agreement covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. The Trustee shall give such notice to the Transfer Agent and the Paying Agent at the time such notice is given to such NoteholdersInvestor Certificateholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture Trust pursuant to Section 12.1 subsection 12.01(a) or the occurrence of the Series Termination Date with respect to any Series, all funds then on deposit in the Payment Finance Charge Account, the Principal Account, the Distribution Account or any Series Account applicable to the related Series shall continue to be held in trust for the benefit of the Noteholders Certificateholders of the related Series and the Paying Agent or the Trustee shall pay such funds to the Noteholders Certificateholders of the related Series upon surrender of their NotesCertificates (which surrenders and payments, in the case of Bearer Certificates, shall be made only outside the United States). In the event that all of the Noteholders Investor Certificateholders of any Series shall not surrender their Notes Certificates for cancellation within six (6) months after the date specified in the above-above- mentioned written notice, the Trustee shall give second written notice (or, in the case of Bearer Certificates, publication notice) to the remaining Noteholders Investor Certificateholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes Certificates for cancellation and receive the final distribution with respect thereto. If within one and one-half years after the second notice with respect to a Series, all the Notes Investor Certificates of such Series 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 Noteholders Investor Certificateholders of such Series concerning surrender of their NotesCertificates, and the cost thereof shall be paid out of the funds in the Payment Distribution Account or any Series Account held for the benefit of such NoteholdersInvestor Certificateholders. The Trustee and the Paying Agent shall pay to the Issuer Transferor upon request any monies held by them for the payment of principal or interest which remains unclaimed for two (2) years. After such payment to the IssuerTransferor, Noteholders Investor Certificateholders entitled to the money must look to the Issuer Transferor for payment as general creditors unless an applicable abandoned property Law law designates another Person. (c) All Notes Certificates surrendered for payment of the final distribution with respect to such Notes Certificates and cancellation shall be cancelled canceled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the IssuerTransferor.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying (1) the Payment Distribution Date upon which the Noteholders Investor Certificateholders of any Series may surrender their Notes Certificates for payment of the final payment distribution with respect to such Series and cancellation, (2) the amount of any such final payment and (3) that the Record Date otherwise applicable to such Distribution Date is not applicable, shall be given mailed (subject to at least two (2) Business Days’ ' prior notice from the Issuer Servicer to the Trustee) by the Trustee to Noteholders the Investor Certificateholders of such Series mailed not later than five (5) Business Days preceding the fifth day of the month of such final payment (or in the manner provided by the Series Supplement relating to such Series) specifying (i) the Payment Date (which shall be the Payment Date in the month (x) in which the deposit is made as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occurs) upon which final distribution. Final payment of such Notes the Investor Certificates will be made upon presentation and surrender of such Notes Investor Certificates at the office or offices therein designated, (ii) the amount of any specified in such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Notes at the office or offices therein specifiednotice. The Issuer’s Servicer's notice to the Trustee in accordance with the preceding sentence foregoing shall be accompanied by an Officer’s Officers' Certificate setting forth the information specified in Article 6 of this Base Indenture the applicable Supplement covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. The Trustee shall give such notice to the Transfer Agent and Registrar and the Paying Agent at the time such notice is given to such NoteholdersInvestor Certificateholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture Trust pursuant to Section 12.1 12.1(a) of this Agreement or the occurrence of the Stated Series Termination Date with respect to any SeriesSeries pursuant to Section 12.2 of this Agreement, all funds then on deposit in the Payment Collection Account shall continue to be held in trust for the benefit of the Noteholders of the related Series Certificateholders and the Paying Agent or the Trustee shall pay such funds to the Noteholders of the related Series Certificateholders upon surrender of their NotesCertificates. In the event that all of the Noteholders Investor Certificateholders of any such Series shall not surrender their Notes 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 Noteholders Investor Certificateholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes Certificates for cancellation and receive the final distribution with respect thereto. If within one and one-half years after the second notice with respect to a Series, all the Notes Investor Certificates of such Series shall not have been surrendered for cancellation, the Trustee may take appropriate steps steps, or may appoint an agent to take appropriate steps, to contact the remaining Noteholders Investor Certificateholders of such Series concerning surrender of their NotesCertificates, and the cost thereof shall be paid out of the funds in the Payment Account or any Series Collection Account held for the benefit of such Noteholders. The Trustee and the Paying Agent shall pay to the Issuer upon request any monies held by them for the payment of principal or interest which remains unclaimed for two (2) years. After such payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property Law designates another PersonInvestor Certificateholders. (c) All Notes Certificates surrendered for payment of the final distribution with respect to such Notes Certificates and cancellation shall be cancelled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the IssuerTransferor.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Distribution Date upon which the Noteholders Investor Certificateholders of any Series may surrender their Notes Certificates for payment of the final payment distribution with respect to such Series and cancellation, shall be given (subject to at least two (2) Business Days’ ' prior notice from the Issuer Servicer to the Trustee) by the Trustee to Noteholders Investor Certificateholders of such Series mailed not later than five (5) Business Days preceding the fifth day of the month of such final payment distribution (or in the manner provided by the Series Supplement relating to such Series) specifying (i) the Payment Distribution Date (which shall be the Payment Distribution Date in the month (x) in which the deposit is made pursuant to Section 2.4(e), 9.2(b), 10.2(a), or 12.2(a) of this Agreement or such other section as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occurs) upon which final payment of such Notes Investor Certificates will be made upon presentation and surrender of such Notes Investor Certificates at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Notes Investor Certificates at the office or offices therein specified. The Issuer’s notice to the Trustee in accordance with the preceding sentence shall be accompanied by an Officer’s Certificate setting forth the information specified in Article 6 of this Base Indenture covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. The Trustee shall give such notice to the Transfer Agent and Registrar and the Paying Agent at the time such notice is given to such Noteholders. (b) Investor Certificateholders. Notwithstanding the termination or discharge of the trust of the Indenture Trust pursuant to Section 12.1 12.1(a) or the occurrence of the Series Termination Date with respect to any Series, all funds then on deposit in the Payment Collection Account, the Excess Funding Account or any Series Account applicable to the related Series shall continue to be held in trust for the benefit of the Noteholders Investor Certificateholders of the related Series Series, and the Paying Agent or the Trustee shall pay such funds to the Noteholders Certificateholders of the related Series upon surrender of their NotesCertificates. In the event that all of the Noteholders Investor Certificateholders of any Series shall not surrender their Notes 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 Noteholders Investor Certificateholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes Certificates for cancellation and receive the final distribution with respect thereto. If within one and one-half years after the second notice with respect to a Series, all the Notes of such Series 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 Noteholders of such Series concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Payment Account or any Series Account held for the benefit of such Noteholders. The Trustee and the Paying Agent shall pay to the Issuer Transferor upon written request any monies funds held by them for the payment of principal or interest which remains unclaimed for two (2) years. After such payment to the IssuerTransferor, Noteholders Investor Certificateholders entitled to the money must look to such funds may seek recovery only from the Issuer for payment Transferor as general creditors unless an applicable abandoned property Law law designates another Person. (c) . All Notes Certificates surrendered for payment of the final distribution with respect to such Notes Certificates and cancellation shall be cancelled canceled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the IssuerTransferor.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Date Business Day upon which the Noteholders Investor Certificateholders of any Series may surrender their Notes Investor Certificates for payment of the final payment distribution with respect to such Series and cancellation, shall be given (subject to at least two (2) Business Days’ 30 days' prior written notice from the Issuer Servicer to the Trustee containing all information required for the Trustee's notice or such shorter period as is acceptable to the Trustee) by the Trustee to Noteholders Investor Certificateholders of such Series mailed not later than five (5) Business Days preceding ten days prior to such final payment (or in the manner provided by the Series Supplement relating to such Series) distribution specifying (i) the Payment Date (which shall be the Payment Date in the month (x) in which the deposit is made as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occurs) Business Day upon which final payment of such Notes the Investor Certificates will be made upon presentation and surrender of such Notes Investor Certificates at the office or offices therein designated, designated and (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicablepayment, payments being made only upon presentation and surrender of the Notes Investor Certificates at the office or offices therein specified. The Issuer’s Servicer's notice to the Trustee in accordance with the preceding sentence shall be accompanied by an a Responsible Officer’s Certificate 's certificate setting forth the information specified in Article 6 SECTION 4.03 of this Base Indenture the Servicing Agreement covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distributionnotice. The Trustee shall give such notice to the Transfer Agent and Registrar and the Paying Agent at the time such notice is given to such NoteholdersInvestor Certificateholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture Trust pursuant to Section 12.1 SUBSECTION 9.01(A) or the occurrence of the Series Termination Date with respect to any SeriesSeries pursuant to SECTION 9.02, all funds then on deposit in the Payment Collection Account (but only to the extent necessary to pay all outstanding and unpaid amounts to Holders) shall continue to be held in trust for the benefit of the Noteholders of the related Series Holders and the Paying Agent or the Trustee shall pay such funds to the Noteholders of the related Series Investor Certificateholders upon surrender of their NotesInvestor Certificates in accordance with the terms hereof. Any Investor Certificate not surrendered on the date specified in SUBSECTION 9.03(A)(I) shall cease to accrue any interest provided for such Investor Certificate from and after such date. In the event that all of the Noteholders of any Series Investor Certificateholders shall not surrender their Notes Investor 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 Noteholders Investor Certificateholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes Investor Certificates for cancellation and receive the final distribution with respect thereto. If within one and one-half years year after the second notice with respect to a Series, all the Notes Investor Certificates of such Series shall not have been surrendered for cancellation, the Trustee may take appropriate steps steps, or may appoint an agent to take appropriate steps, to contact the remaining Noteholders Investor Certificateholders of such Series concerning surrender of their NotesInvestor Certificates, and the cost thereof shall be paid out of the funds in the Payment Account or any Series Collection Account held for the benefit of such NoteholdersInvestor Certificateholders. The Trustee and the Paying Agent shall pay to the Issuer Company upon request any monies held by them for the payment of principal or interest which that remains unclaimed for two (2) years. After years and neither the Trustee nor the Paying Agent shall be liable to any Investor Certificateholder for such payment to the IssuerCompany upon its request. After payment to the Company, Noteholders Holders entitled to the money must look to the Issuer Company for payment as general creditors unless an applicable abandoned property Law law designates another Person. (c) All Notes Investor Certificates surrendered for payment of the final distribution with respect to such Notes Investor Certificates and cancellation shall be cancelled canceled by the Transfer Agent and Registrar and be disposed of in a customary manner satisfactory to the Trustee and the IssuerTrustee.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Date upon which the Noteholders of any Series may surrender their Notes for final payment with respect to such Series and cancellation, shall be given (subject to at least two (2) Business Days’ prior notice from the Issuer to the Trustee) by the Trustee to Noteholders of such Series mailed not later than five (5) Business Days preceding such final payment (or in the manner provided by the Series Supplement relating to such Series) specifying (i) the Payment Date (which shall be the Payment Date in the month (x) in which the deposit is made as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occurs) upon which final payment of such Notes will be made upon presentation and surrender of such Notes at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Notes at the office or offices therein specified. The Issuer’s notice to the Trustee in accordance with the preceding sentence shall be accompanied by an Officer’s Certificate setting forth the information specified in Article 6 of this Base Indenture covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. The Trustee shall give such notice to the Transfer Agent and the Paying Agent at the time such notice is given to such Noteholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture pursuant to Section 12.1 or the occurrence of the Series Termination Date with respect to any Series, all funds then on deposit in the Payment Collection Account shall continue to be held in trust for the benefit of the Noteholders of the related Series and the Paying Agent or the Trustee shall pay such funds to the Noteholders of the related Series upon surrender of their Notes. In the event that all of the Noteholders of any Series shall not surrender their Notes for cancellation within six (6) months after the date specified in the above-mentioned written notice, the Trustee shall give second written notice to the remaining Noteholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes for cancellation and receive the final distribution with respect thereto. If within one and one-half years after the second notice with respect to a Series, all the Notes of such Series 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 Noteholders of such Series concerning surrender 4140-8886-1733.4 of their Notes, and the cost thereof shall be paid out of the funds in the Payment Account or any Series Collection Account held for the benefit of such Noteholders. The Trustee and the Paying Agent shall pay to the Issuer upon request any monies held by them for the payment of principal or interest which remains unclaimed for two (2) years. After such payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property Law designates another Person. (c) All Notes surrendered for payment of the final distribution with respect to such Notes and cancellation shall be cancelled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the Issuer.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Distribution Date upon which the Noteholders Investor Certificateholders of any Series may surrender their Notes Certificates for payment of the final payment distribution with respect to such Series and cancellation, shall be given (subject to at least two (2) Business Days’ ' prior notice from the Issuer Servicer to the Trustee) by the Trustee to Noteholders Investor Certificateholders of such Series mailed not later than five (5) Business Days preceding the fifth day of the month of such final payment distribution (or in the manner provided case of the Holders of Bearer Certificates by the Series Supplement relating to publication by the Trustee of a notice at least once in a newspaper of general circulation in Luxembourg (which newspaper shall be printed in the English language and customarily published on each business day in Luxembourg) and, so long as the Investor Certificates are listed on the Luxembourg Stock Exchange or other stock exchange and such Seriesexchange so requires, in Luxembourg or the location required by such other stock exchange) specifying (ia) the Payment Distribution Date (which shall be the Payment Distribution Date in the month (x) in which the deposit is made as may be specified in pursuant to Section 2.07 or subsection 12.02(a) of the related Series Supplement, or (y) in which the related Series Termination Date occursAgreement) upon which final payment of such Notes Investor Certificates will be made upon presentation and surrender of such Notes Investor Certificates at the office or offices therein designated, (iiwhich, in the case of Bearer Certificates, shall be outside the United States), (b) the amount of any such final payment and (iiic) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Notes Investor Certificates at the office or offices therein specified. The Issuer’s Servicer's notice to the Trustee in accordance with the preceding sentence shall be accompanied by an Officer’s Officers' Certificate setting forth the information specified in Article 6 of this Base Indenture the applicable Supplement covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. The Trustee shall give such notice to the Transfer Agent and the Paying Agent at the time such notice is given to such Noteholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture pursuant to Section 12.1 or the occurrence of the Series Termination Date with respect to any Series, all funds then on deposit in the Payment Account shall continue to be held in trust for the benefit of the Noteholders of the related Series and the Paying Agent or the Trustee shall pay such funds to the Noteholders of the related Series upon surrender of their Notes. In the event that all of the Noteholders of any Series shall not surrender their Notes for cancellation within six (6) months after the date specified in the above-mentioned written notice, the Trustee shall give second written notice to the remaining Noteholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes for cancellation and receive the final distribution with respect thereto. If within one and one-half years after the second notice with respect to a Series, all the Notes of such Series 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 Noteholders of such Series concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Payment Account or any Series Account held for the benefit of such Noteholders. The Trustee and the Paying Agent shall pay to the Issuer upon request any monies held by them for the payment of principal or interest which remains unclaimed for two (2) years. After such payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property Law designates another Person. (c) All Notes surrendered for payment of the final distribution with respect to such Notes and cancellation shall be cancelled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the Issuer.final

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Date upon which the Noteholders of any Series may surrender their Notes for final payment with respect to such Series and cancellation, shall be given (subject to at least two (2) Business Days’ prior notice from the Issuer to the TrusteeTrustee prior to the date the Trustee must mail notice to any Noteholder) by the Trustee to Noteholders of such Series mailed not later than five (5) Business Days preceding such final payment (or in the manner provided by the Series Supplement relating to such Series) specifying (i) the Payment Date (which shall be the Payment Date in the month (x) in which the deposit is made as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occurs) upon which final payment of such Notes will be made upon presentation and surrender of such Notes at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Notes at the office or offices therein specified. The Issuer’s notice to the Trustee in accordance with the preceding sentence shall be accompanied by an a Conn Officer’s Certificate setting forth the information specified in Article 6 of this Base Indenture covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. The Trustee shall give such notice to the Transfer Agent and the Paying Agent at the time such notice is given to such Noteholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture pursuant to Section 12.1 or the occurrence of the Series Termination Date with respect to any Series, all funds then on deposit in the applicable Payment Account shall continue to be held in trust for the benefit of the Noteholders of the related Series and the Paying Agent or the Trustee shall pay such funds to the Noteholders of the related Series upon surrender of their Notes. In the event that all of the Noteholders of any Series shall not surrender their Notes for cancellation within six (6) months after the date specified in the above-mentioned written notice, the Trustee shall give second written notice to the remaining Noteholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes for cancellation and receive the final distribution with respect thereto. If within one and one-half years after the second notice with respect to a Series, all the Notes of such Series 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 Noteholders of such Series concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Payment Account or any Series Account held for the benefit of such Noteholders. The Subject to applicable Laws with respect to escheat of funds, the Trustee and the Paying Agent shall pay to the Issuer upon request any monies held by them for the payment of principal or interest which remains unclaimed for two (2) years. After such payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property Law designates another PersonPerson other than the Trustee. (c) All Notes surrendered for payment of the final distribution with respect to such Notes and cancellation shall be cancelled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the Issuer.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Distribution Date upon which the Noteholders Investor Certificateholders of any Series may surrender their Notes Certificates for payment of the final payment distribution with respect to such Series and cancellation, shall be given (subject to at least two (2) Business Days’ ' prior notice from the Issuer Servicer to the Trustee) by the Trustee to Noteholders the 100 Investor Certificateholders of such Series mailed not later than five (5) Business Days preceding the fifth day of the month of such final payment distribution (or or, in the manner provided case of the Holders of Bearer Certificates, by the Series Supplement relating to publication by the Trustee of a notice at least once in a newspaper of general circulation in Luxembourg (which newspaper shall be printed in the English language and customarily published on each business day in Luxembourg) and, so long as the Investor Certificates are listed on the Luxembourg Stock Exchange or other stock exchange and such Seriesexchange so requires, in Luxembourg or the location required by such other stock exchange) specifying (ia) the Payment Distribution Date (which shall be the Payment Distribution Date in the month (x) in which the deposit is made pursuant to Section 2.4, 9.2, 10.2 or 12.2(a) or such other section as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occurs) upon which final payment of such Notes Investor Certificates will be made upon presentation and surrender of such Notes Investor Certificates at the office or offices therein designateddesignated (which, in the case of Bearer Certificates, shall be outside the United States), (iib) the amount of any such final payment and (iiic) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Notes Investor Certificates at the office or offices therein specified. The Issuer’s Servicer's notice to the Trustee in accordance with the preceding sentence shall be accompanied by an Officer’s 's Certificate setting forth the information specified in Article 6 of this Base Indenture the applicable Supplement covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. The Trustee shall give such notice to the Transferor, the Transfer Agent and Registrar and the Paying Agent at the time such notice is given to such NoteholdersInvestor Certificateholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture Trust pursuant to Section 12.1 12.1(a) or the occurrence of the Stated Series Termination Date with respect to any Series, all funds then on deposit in the Payment Collection Account shall continue to be held in trust for the benefit of the Noteholders of the related Series Certificateholders and the Paying Agent or the Trustee shall pay such funds to the Noteholders of the related Series Certificateholders upon surrender of their NotesCertificates (which surrenders and payments, in the case of Bearer Certificates, shall be made only outside the United States). In the event that all of the Noteholders Investor Certificateholders of any such Series shall not surrender their Notes 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 (or, in the case of Bearer Certificates, publication notice) to the remaining Noteholders Investor Certificateholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes Certificates for cancellation and receive the final distribution with respect thereto. If within one and one-half years after the second notice with respect to a Series, all the Notes Investor Certificates of such Series shall not have been surrendered for cancellation, the Trustee may take appropriate steps steps, or may appoint an agent to take appropriate steps, to contact the remaining Noteholders Investor Certificateholders of such Series concerning surrender of their NotesCertificates, and the cost thereof shall be paid out of the funds in the Payment Account or any Series Collection Account held for the benefit of such NoteholdersInvestor Certificateholders. The Trustee and the Paying Agent shall pay or cause to be paid to the Issuer Transferor upon request any all monies held by them for the payment of principal or interest which remains remain unclaimed for after two (2) years. After such payment If the applicable escheat or unclaimed property laws of any relevant jurisdiction require the Trustee to follow any procedures with respect to any Trust Property inconsistent with the foregoing, then to the Issuer, Noteholders entitled extent of any such inconsistency the Trustee shall not be liable for any failure to abide by the money must look to the Issuer for payment as general creditors unless an applicable abandoned property Law designates another Personterms of this Agreement. (c) All Notes Certificates surrendered for payment of the final distribution with respect to such Notes Certificates and cancellation shall be cancelled canceled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the Issuer.Transferor. 101

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Distribution Date upon which the Noteholders Investor Certificateholders of any Series may surrender their Notes Certificates for payment of the final payment distribution with respect to such Series and cancellation, shall be given (subject to at least two (2) Business Days’ days' prior notice from the Issuer Servicer to the Trustee) by the Trustee to Noteholders Investor Certificateholders of such Series mailed not later than five (5) Business Days preceding such final payment (or in the manner provided by the Series Supplement relating to such Series) distribution specifying (ia) the Payment Distribution Date (which shall be the Payment Distribution Date in the month (x) in which the deposit is made as may be specified in the related Series Supplement, pursuant to Section 2.07 or (y) in which the related Series Termination Date occursSection 12.02(a)) upon which final payment of such Notes Investor Certificates will be made upon presentation and surrender of such Notes Investor Certificates at the office or offices therein designated, (iib) the amount of any such final payment and (iiic) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Notes Investor Certificates at the office or offices therein specified. The Issuer’s Servicer's notice to the Trustee in accordance with the preceding sentence shall be accompanied by an Officer’s Officers' Certificate setting forth the information specified in Article 6 of this Base Indenture the applicable Supplement covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. The Trustee shall give such notice to the Transfer Agent and Registrar and the Paying Agent at the time such notice is given to such NoteholdersInvestor Certificateholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture Trust pursuant to Section 12.1 12.01(a) or the occurrence of the Series Termination Date with respect to any SeriesSeries pursuant to Section 12.02 of the Agreement, all funds then on deposit in the Payment Collection Account shall continue to be held in trust for the benefit of the Noteholders of the related Series Certificateholders and the Paying Agent or the Trustee shall pay such funds to the Noteholders of the related Series Certificateholders upon surrender of their NotesCertificates. In the event that all of the Noteholders Investor Certificateholders of any such Series shall not surrender their Notes 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 Noteholders Investor Certificateholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes Certificates for cancellation and receive the final distribution with respect thereto. If within one and one-half years after the second notice with respect to a Series, all the Notes Investor Certificates of such Series shall not have been surrendered for cancellation, the Trustee may take appropriate steps steps, or may appoint an agent to take appropriate steps, to contact the remaining Noteholders Investor Certificateholders of such Series concerning surrender of their NotesCertificates, and the cost thereof shall be paid out of the funds in the Payment Account or any Series Collection Account held for the benefit of such Noteholders. The Trustee and the Paying Agent shall pay to the Issuer upon request any monies held by them for the payment of principal or interest which remains unclaimed for two (2) years. After such payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property Law designates another PersonInvestor Certificateholders. (c) All Notes Certificates surrendered for payment of the final distribution with respect to such Notes Certificates and cancellation shall be cancelled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the IssuerTransferor.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Distribution Date upon which the Noteholders Investor Certificateholders of any Series may surrender their Notes Certificates for payment of the final payment distribution with respect to such Series and cancellation, shall be given (subject to at least two (2) five Business Days’ ' prior written notice from the Issuer Servicer to the Trustee, which notice shall contain the information required below) by the Trustee to Noteholders Investor Certificateholders of such Series mailed not later than five (5) Business Days preceding the fifth day of the month of such final payment distribution (or in the manner provided by the Series Supplement relating to such Series) specifying (i) the Payment Distribution Date (which shall be the Payment Distribution Date in the month (x) in which the deposit is made pursuant to subsection 2.4(e), 9.2(b), 10.2(a), or subsection 12.2(a) of the Agreement or such other section as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occurs) upon which final payment of such Notes Investor Certificates will be made upon presentation and surrender of such Notes Investor Certificates 123 at the office or offices therein designateddesignated (which, in the case of Bearer Certificates, shall be outside the United States), (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Notes Investor Certificates at the office or offices therein specified. The Issuer’s Servicer's notice to the Trustee in accordance with the preceding sentence shall be accompanied by an Officer’s 's Certificate setting forth the information specified in Article 6 V of this Base Indenture Agreement covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. The Trustee shall give such notice to the Transfer Agent and Registrar and the Paying Agent at the time such notice is given to such NoteholdersInvestor Certificateholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture Trust pursuant to Section 12.1 subsection 12.1(a) or the occurrence of the Series Termination Date with respect to any Series, all funds then on deposit in the Payment Collection Account or any Series Account applicable to the related Series shall continue to be held in trust for the benefit of the Noteholders Certificateholders of the related Series and the Paying Agent or the Trustee shall pay such funds to the Noteholders Certificateholders of the related Series upon surrender of their NotesCertificates (which surrenders and payments, in the case of Bearer Certificates, shall be made only outside the United States). In the event that all of the Noteholders Investor Certificateholders of any Series shall not surrender their Notes 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 (or, in the case of Bearer Certificates, publication notice) to the remaining Noteholders Investor Certificateholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes Certificates for cancellation and receive the final distribution with respect thereto. If within one and one-half years after the second notice with respect to a Series, all the Notes Investor Certificates of such Series 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 Noteholders Investor Certificateholders of such Series concerning surrender of their NotesCertificates, and the cost thereof 124 shall be paid out of the funds in the Payment Collection Account or any Series Account held for the benefit of such NoteholdersInvestor Certificateholders. The Trustee and the Paying Agent shall pay to the Issuer Transferor upon request any monies held by them for the payment of principal or interest which remains unclaimed for two (2) years. After such payment to the IssuerTransferor, Noteholders Investor Certificateholders entitled to the money any of such monies must look to the Issuer Transferor for payment as general creditors unless an applicable abandoned property Law law designates another Person. (c) All Notes Certificates surrendered for payment of the final distribution with respect to such Notes Certificates and cancellation shall be cancelled canceled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to accordance with the customary procedures of the Trustee and the Issuerin effect from time to time.

Final Payment with Respect to Any Series. (a) Written notice of any termination, termination specifying the Payment Distribution Date upon which the Noteholders Investor Certificateholders of any Series may surrender their Notes Certificates for payment of the final payment distribution with respect to such Series and cancellation, shall be given (subject to at least two (2) Business Days’ ' prior notice from the Issuer Master Servicer to the Trustee) by the Trustee to Noteholders Investor Certificateholders of such Series mailed not later than five (5) Business Days preceding the fifth day of the month of such final payment distribution (or in the manner provided by the Series Supplement relating to such Series) specifying specifying: (i) the Payment Distribution Date (which shall be the Payment Distribution Date in the month (xA) in which the deposit is made pursuant to subsection 2.04(d), 9.02(b), 10.02(c) or subsection 12.02(a) of this Agreement or such other Section as may be specified in the related Series Supplement, Supplement or (yB) in which the related Series Termination Date occurs) upon which final payment of such Notes Investor Certificates will be made upon presentation and surrender of such Notes Investor Certificates at the office or offices therein designateddesignated (which, in the case of Bearer Certificates, shall be outside the United States), (ii) the amount of any such final payment and payment, and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Notes Investor Certificates at the office or offices therein specified. The Issuer’s Master Servicer's notice to the Trustee in accordance with the preceding sentence shall be accompanied by an Officer’s 's Certificate setting forth the information specified in Article 6 V of this Base Indenture Agreement covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. The Trustee shall give such notice to the Transfer Agent and Registrar and the Paying Agent at the time such notice is given to such NoteholdersInvestor Certificateholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture pursuant to Section 12.1 or the occurrence of the Series Termination Date with respect to any Series, all funds then on deposit in the Payment Account shall continue to be held in trust for the benefit of the Noteholders of the related Series and the Paying Agent or the Trustee shall pay such funds to the Noteholders of the related Series upon surrender of their Notes. In the event that all of the Noteholders of any Series shall not surrender their Notes for cancellation within six (6) months after the date specified in the above-mentioned written notice, the Trustee shall give second written notice to the remaining Noteholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes for cancellation and receive the final distribution with respect thereto. If within one and one-half years after the second notice with respect to a Series, all the Notes of such Series 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 Noteholders of such Series concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Payment Account or any Series Account held for the benefit of such Noteholders. The Trustee and the Paying Agent shall pay to the Issuer upon request any monies held by them for the payment of principal or interest which remains unclaimed for two (2) years. After such payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property Law designates another Person. (c) All Notes surrendered for payment of the final distribution with respect to such Notes and cancellation shall be cancelled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the Issuer.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Distribution Date upon which the Noteholders Investor Certificateholders of any Series may surrender their Notes Certificates for payment of the final payment distribution with respect to such Series and cancellation, shall be given (subject to at least two (2) Business Days’ ' prior notice from the Issuer Transferor or the Servicer to the Trustee) by the Trustee to Noteholders Investor Certificateholders of such Series mailed not later than five (5) Business Days preceding the fifth day of the month of such final payment distribution (or in the manner provided by the Series Supplement relating to such Series) specifying (i) the Payment Distribution Date (which shall be the Payment Distribution Date in the month (x) in which the deposit is made pursuant to subsection 2.04(e), 10.02(a), or 12.02(a) of this Agreement or such other section as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occurs) upon which final payment of such Notes Investor Certificates will be made upon presentation and surrender of such Notes Investor Certificates at the office or offices therein designateddesignated (which, in the case of Bearer Certificates, shall be outside the United States), (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Notes Investor Certificates at the office or offices therein specified. The Issuer’s notice Servicer shall also deliver to the Trustee Trustee, as soon as is practicable but in accordance with any event not later than three Business Days after the Determination Date relating to the final payment described in the preceding sentence shall be accompanied by sentence, an Officer’s Officers' Certificate of the Servicer setting forth the information information, to the extent available, specified in Article 6 V of this Base Indenture Agreement covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. The Trustee shall give such notice to the Transfer Agent and Registrar and the Paying Agent at the time such notice is given to such NoteholdersInvestor Certificateholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture Trust pursuant to Section 12.1 subsection 12.01(a) or the occurrence of the Series Termination Date with respect to any Series, all funds then on deposit in the Payment Finance Charge Account, the Principal Account, the Distribution Account or any Series Account applicable to the related Series shall continue to be held in trust for the benefit of the Noteholders Certificateholders of the related Series and the Paying Agent or the Trustee shall pay such funds to the Noteholders Certificateholders of the related Series upon surrender of their NotesCertificates (which surrenders and payments, in the case of Bearer Certificates, shall be made only outside the United States). In the event that all of the Noteholders Investor Certificateholders of any Series shall not surrender their Notes Certificates for cancellation within six (6) months after the date specified in the above-mentioned above‑mentioned written notice, the Trustee shall give a second written notice (or, in the case of Bearer Certificates, publication notice) to the remaining Noteholders Investor Certificateholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes Certificates for cancellation and receive the final distribution with respect thereto. If within one and one-half one‑half years after the second notice with respect to a Series, all the Notes Investor Certificates of such Series 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 Noteholders Investor Certificateholders of such Series concerning surrender of their NotesCertificates, and the cost thereof shall be paid out of the funds in the Payment Distribution Account or any Series Account held for the benefit of such NoteholdersInvestor Certificateholders. The Trustee and the Paying Agent shall pay to the Issuer Transferor upon request any monies held by them for the payment of principal or interest which remains unclaimed for two (2) years. After such payment to the IssuerTransferor, Noteholders Investor Certificateholders entitled to the money must look to the Issuer Transferor for payment as general creditors unless an applicable abandoned property Law law designates another Person. (c) All Notes Certificates surrendered for payment of the final distribution with respect to such Notes Certificates and cancellation shall be cancelled canceled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the IssuerTransferor.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Distribution Date upon which the Noteholders Investor Certificateholders of any Series may surrender their Notes Certificates for payment of the final payment distribution with respect to such Series and cancellation, shall be given (subject to at least two (2) Business Days’ prior notice from the Issuer Servicer to the Trustee) by the Trustee to Noteholders Investor Certificateholders of such Series mailed not later than five (5) Business Days preceding the fifth day of the month of such final payment distribution (or in the manner provided by the Series Supplement relating to such Series) specifying (i) the Payment Distribution Date (which shall be the Payment Distribution Date in the month (x) in which the deposit is made pursuant to subsection 2.04(e), 9.02(b), 10.02(a), or subsection 12.02(a) of the Agreement or such other section as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occurs) upon which final payment of such Notes Investor Certificates will be made upon presentation and surrender of such Notes Investor Certificates at the office or offices therein designateddesignated (which, in the case of Bearer Certificates, shall be outside the United States), (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Notes Investor Certificates at the office or offices therein specified. The Issuer’s notice Servicer shall also deliver to the Trustee Trustee, as soon as is practicable but in accordance with no event not later than three Business Days after the Determination Date relating to the final payment described in the preceding sentence shall be accompanied by sentence, an Officer’s Officers’ Certificate setting forth the information information, to the extent available, specified in Article 6 V of this Base Indenture Agreement covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. The Trustee shall give such notice to the Transfer Agent and Registrar and the Paying Agent at the time such notice is given to such NoteholdersInvestor Certificateholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture Trust pursuant to Section 12.1 subsection 12.01(a) or the occurrence of the Series Termination Date with respect to any Series, all funds then on deposit in the Payment Finance Charge Account, the Principal Account, the Distribution Account or any Series Account applicable to the related Series shall continue to be held in trust for the benefit of the Noteholders Certificateholders of the related Series and the Paying Agent or the Trustee shall pay such funds to the Noteholders Certificateholders of the related Series upon surrender of their NotesCertificates (which surrenders and payments, in the case of Bearer Certificates, shall be made only outside the United States). In the event that all of the Noteholders Investor Certificateholders of any Series shall not surrender their Notes 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 (or, in the case of Bearer Certificates, publication notice) to the remaining Noteholders Investor Certificateholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes Certificates for cancellation and receive the final distribution with respect thereto. If within one and one-half years after the second notice with respect to a Series, all the Notes Investor Certificates of such Series 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 Noteholders Investor Certificateholders of such Series concerning surrender of their NotesCertificates, and the cost thereof shall be paid out of the funds in the Payment Distribution Account or any Series Account held for the benefit of such NoteholdersInvestor Certificateholders. The Trustee and the Paying Agent shall pay to the Issuer Seller upon request any monies held by them for the payment of principal or interest which remains unclaimed for two (2) years. After such payment to the IssuerSeller, Noteholders Investor Certificateholders entitled to the money must look to the Issuer Seller for payment as general creditors unless an applicable abandoned property Law law designates another Person. (c) All Notes Certificates surrendered for payment of the final distribution with respect to such Notes Certificates and cancellation shall be cancelled canceled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the IssuerSeller.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Distribution Date upon which the Noteholders Investor Certificateholders of any Series may surrender their Notes Certificates for payment of the final payment distribution with respect to such Series and cancellation, shall be given (subject to at least two (2) Business Days’ prior notice from the Issuer Servicer to the Trustee) by the Trustee to Noteholders Investor Certificateholders of such Series mailed not later than five (5) Business Days preceding the fifth day of the month of such final payment distribution (or in the manner provided by the Series Supplement relating to such Series) specifying (i) the Payment Distribution Date (which shall be the Payment Distribution Date in the month (x) in which the deposit is made pursuant to subsection 2.04(e), 9.02(a), 10.02(a), or subsection 12.02(a) of the Agreement or such other section as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occurs) upon which final payment of such Notes Investor Certificates will be made upon presentation and surrender of such Notes Investor Certificates at the office or offices therein designateddesignated (which, in the case of Bearer Certificates, shall be outside the United States of America), (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Notes Investor Certificates at the office or offices therein specified. The IssuerServicer’s notice to the Trustee in accordance with the preceding sentence shall be accompanied by an Officer’s Officers’ Certificate setting forth the information specified in Article 6 V of this Base Indenture Agreement covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. The Trustee shall give such notice to the Transfer Agent and Registrar and the Paying Agent at the time such notice is given to such NoteholdersInvestor Certificateholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture Trust pursuant to Section 12.1 subsection 12.01(a) or the occurrence of the Series Termination Date with respect to any Series, all funds then on deposit in the Payment Finance Charge Account, the Principal Account, the Distribution Account or any Series Account applicable to the related Series shall continue to be held in trust for the benefit of the Noteholders Certificateholders of the related Series and the Paying Agent or the Trustee shall pay such funds to the Noteholders Certificateholders of the related Series upon surrender of their NotesCertificates (which surrenders and payments, in the case of Bearer Certificates, shall be made only outside the United States of America). In the event that all of the Noteholders Investor Certificateholders of any Series shall not surrender their Notes 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 (or, in the case of Bearer Certificates, publication notice) to the remaining Noteholders Investor Certificateholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes Certificates for cancellation and receive the final distribution with respect thereto. If within one and one-one half years after the second notice with respect to a Series, all the Notes Investor Certificates of such Series 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 Noteholders Investor Certificateholders of such Series concerning surrender of their NotesCertificates, and the cost thereof shall be paid out of the funds in the Payment Distribution Account or any Series Account held for the benefit of such NoteholdersInvestor Certificateholders. The Trustee and the Paying Agent shall pay to the Issuer Transferor upon request any monies held by them for the payment of principal or interest which remains unclaimed for two (2) years. After such payment to the IssuerTransferor, Noteholders Investor Certificateholders entitled to the money must look to the Issuer Transferor for payment as general creditors unless an applicable abandoned property Law law designates another Person. (c) All Notes Certificates surrendered for payment of the final distribution with respect to such Notes Certificates and cancellation shall be cancelled canceled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the IssuerTransferor.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Distribution Date upon which the Noteholders Investor Certificateholders of any Series may surrender their Notes Certificates for payment of the final payment distribution with respect to such Series and cancellation, shall be given (subject to at least two (2) Business Days’ prior notice from the Issuer Servicer to the Trustee) by the Trustee to Noteholders the Investor Certificateholders of such Series mailed not later than five (5) Business Days preceding the fifth day of the month of such final payment distribution (or or, in the manner provided case of the Holders of Bearer Certificates, by the Series Supplement relating to publication by the Trustee of a notice at least once in a newspaper of general circulation in Luxembourg (which newspaper shall be printed in the English language and customarily published on each business day in Luxembourg) and, so long as the Investor Certificates are listed on the Luxembourg Stock Exchange or other stock exchange and such Seriesexchange so requires, in Luxembourg or the location required by such other stock exchange) specifying (ia) the Payment Distribution Date (which shall be the Payment Distribution Date in the month (x) in which the deposit is made pursuant to Section 2.4, 9.2, 10.2 or 12.2(a) or such other section as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occurs) upon which final payment of such Notes Investor Certificates will be made upon presentation and surrender of such Notes Investor Certificates at the office or offices therein designateddesignated (which, in the case of Bearer Certificates, shall be outside the United States), (iib) the amount of any such final payment and (iiic) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Notes Investor Certificates at the office or offices therein specified. The IssuerServicer’s notice to the Trustee in accordance with the preceding sentence shall be accompanied by an Officer’s Certificate setting forth the information specified in Article 6 of this Base Indenture the applicable Supplement covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. The Trustee shall give such notice to the Transferor, the Transfer Agent and Registrar and the Paying Agent at the time such notice is given to such NoteholdersInvestor Certificateholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture Trust pursuant to Section 12.1 12.1(a) or the occurrence of the Stated Series Termination Date with respect to any Series, all funds then on deposit in the Payment Collection Account shall continue to be held in trust for the benefit of the Noteholders of the related Series Certificateholders and the Paying Agent or the Trustee shall pay such funds to the Noteholders of the related Series Certificateholders upon surrender of their NotesCertificates (which surrenders and payments, in the case of Bearer Certificates, shall be made only outside the United States). In the event that all of the Noteholders Investor Certificateholders of any such Series shall not surrender their Notes 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 (or, in the case of Bearer Certificates, publication notice) to the remaining Noteholders Investor Certificateholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes Certificates for cancellation and receive the final distribution with respect thereto. If within one and one-half years after the second notice with respect to a Series, all the Notes Investor Certificates of such Series shall not have been surrendered for cancellation, the Trustee may take appropriate steps steps, or may appoint an agent to take appropriate steps, to contact the remaining Noteholders Investor Certificateholders of such Series concerning surrender of their NotesCertificates, and the cost thereof shall be paid out of the funds in the Payment Account or any Series Collection Account held for the benefit of such NoteholdersInvestor Certificateholders. The Trustee and the Paying Agent shall pay or cause to be paid to the Issuer Transferor upon request any all monies held by them for the payment of principal or interest which remains remain unclaimed for after two (2) years. After such payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property Law designates another Person. (c) All Notes Certificates surrendered for payment of the final distribution with respect to such Notes Certificates and cancellation shall be cancelled canceled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the IssuerTransferor.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Distribution Date upon which the Noteholders Investor Certificateholders of any Series may surrender their Notes Certificates for payment of the final payment distribution with respect to such Series and cancellation, shall be given (subject to at least two (2) four Business Days’ ' prior notice from the Issuer Servicer to the Trustee) by the Trustee to Noteholders Investor Certificateholders of such Series mailed not later than five (5) Business Days preceding the fifth day of the month of such final payment distribution (or in the manner provided by the Series Supplement relating to such Series) specifying (i) the Payment Distribution Date (which shall be the Payment Distribution Date in the month (x) in which the deposit is made pursuant to subsection 2.4(d), 9.2(a), 10.2(a), or 12.2(a) of the Agreement or such other section as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occurs) upon which final payment of such Notes Investor Certificates will be made upon presentation and surrender of such Notes Investor Certificates at the office or offices therein designateddesignated (which, in the case of Bearer Certificates, shall be outside the United States), (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Notes Investor Certificates at the office or offices therein specified. The Issuer’s Servicer's notice to the Trustee in accordance with the preceding sentence shall be accompanied by an Officer’s Officers' Certificate setting forth the information specified in Article 6 V of this Base Indenture Agreement covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. The Trustee shall give such notice to the Transfer Agent and Registrar and the Paying Agent at the time such notice is given to such NoteholdersInvestor Certificateholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture Trust pursuant to Section 12.1 subsection 12.1(a) or the occurrence of the Series Termination Date with respect to any Series, all funds then on deposit in the Payment Excess Funding Account, the Interest Funding Account, the Principal Account, the Distribution Account or any Series Account applicable to the related Series shall continue to be held in trust for the benefit of the Noteholders Certificateholders of the related 137 143 Series and the Paying Agent or the Trustee shall pay such funds to the Noteholders Certificateholders of the related Series upon surrender of their NotesCertificates (which surrenders and payments, in the case of Bearer Certificates, shall be made only outside the United States). In the event that all of the Noteholders Investor Certificateholders of any Series shall not surrender their Notes 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 (or, in the case of Bearer Certificates, publication notice) to the remaining Noteholders Investor Certificateholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes Certificates for cancellation and receive the final distribution with respect thereto. If within one and one-one half years after the second notice with respect to a Series, all the Notes Investor Certificates of such Series 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 Noteholders Investor Certificateholders of such Series concerning surrender of their NotesCertificates, and the cost thereof shall be paid out of the funds in the Payment Distribution Account or any Series Account held for the benefit of such NoteholdersInvestor Certificateholders. The Trustee and the Paying Agent shall pay to the Issuer Transferor upon request any monies held by them for the payment of principal or interest which remains unclaimed for two (2) years. After such payment to the IssuerTransferor, Noteholders Investor Certificateholders entitled to the money must look to the Issuer Transferor for payment as general creditors unless an applicable abandoned property Law law designates another Person. (c) All Notes Certificates surrendered for payment of the final distribution with respect to such Notes Certificates and cancellation shall be cancelled canceled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the IssuerTransferor.

Final Payment with Respect to Any Series. (a1) Written notice of any termination, specifying the Payment Date Business Day upon which the Noteholders Investor Certificateholders of any Series may surrender their Notes Investor Certificates for payment of the final payment distribution with respect to such Series and cancellation, shall be given (subject to at least two thirty (230) Business Daysdays’ prior written notice from the Issuer Servicer to the Trustee containing all information required for the Trustee’s notice or such shorter period as is acceptable to the Trustee) by the Trustee to Noteholders Investor Certificateholders of such Series mailed not later than five (5) Business Days preceding ten days prior to such final payment (or in the manner provided by the Series Supplement relating to such Series) distribution specifying (i) the Payment Date (which shall be the Payment Date in the month (x) in which the deposit is made as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occurs) Business Day upon which final payment of such Notes the Investor Certificates will be made upon presentation and surrender of such Notes Investor Certificates at the office or offices therein designated, designated and (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicablepayment, payments being made only upon presentation and surrender of the Notes Investor Certificates at the office or offices therein specified. The IssuerServicer’s notice to the Trustee in accordance with the preceding sentence shall be accompanied by an a Responsible Officer’s Certificate certificate setting forth the information specified in Article 6 Section 4.03 of this Base Indenture the Servicing Agreement covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distributionnotice. The Trustee shall give such notice to the Transfer Agent and Registrar and the Paying Agent at the time such notice is given to such NoteholdersInvestor Certificateholders. (b2) Notwithstanding the termination or discharge of the trust of the Indenture Trust pursuant to Section 12.1 subsection 9.01(a) or the occurrence of the Series Termination Date with respect to any SeriesSeries pursuant to Section 9.02, all funds then on deposit in the Payment Collection Account (but only to the extent necessary to pay all outstanding and unpaid amounts to Holders) shall continue to be held in trust for the benefit of the Noteholders of the related Series Holders and the Paying Agent or the Trustee shall pay such funds to the Noteholders of the related Series Investor Certificateholders upon surrender of their NotesInvestor Certificates in accordance with the terms hereof. Any Investor Certificate not surrendered on the date specified in subsection 9.03(a)(i) shall cease to accrue any interest provided for such Investor Certificate from and after such date. In the event that all of the Noteholders of any Series Investor Certificateholders shall not surrender their Notes Investor Certificates for cancellation within six (6) months after the date specified in the above-mentioned abovementioned written notice, the Trustee shall give a second written notice to the remaining Noteholders Investor Certificateholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes Investor Certificates for cancellation and receive the final distribution with respect thereto. If within one and one-half years year after the second notice with respect to a Series, all the Notes Investor Certificates of such Series shall not have been surrendered for cancellation, the Trustee may take appropriate steps steps, or may appoint an agent to take appropriate steps, to contact the remaining Noteholders Investor Certificateholders of such Series concerning surrender of their NotesInvestor Certificates, and the cost thereof shall be paid out of the funds in the Payment Account or any Series Collection Account held for the benefit of such NoteholdersInvestor Certificateholders. The Trustee and the Paying Agent shall pay to the Issuer Company upon request any monies held by them for the payment of principal or interest which that remains unclaimed for two (2) years. After years and neither the Trustee nor the Paying Agent shall be liable to any Investor Certificateholder for such payment to the IssuerCompany upon its request. After payment to the Company, Noteholders Holders entitled to the money must look to the Issuer Company for payment as general creditors unless an applicable abandoned property Law law designates another Person. (c3) All Notes Investor Certificates surrendered for payment of the final distribution with respect to such Notes Investor Certificates and cancellation shall be cancelled canceled by the Transfer Agent and Registrar and be disposed of in a customary manner satisfactory to the Trustee and the IssuerTrustee.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Distribution Date upon which the Noteholders Investor Certificateholders of any Series may surrender their Notes Certificates for payment of the final payment distribution with respect to such Series and cancellation, shall be given (subject to at least two (2) Business Days’ days' prior notice from the Issuer Servicer to the Trustee) by the Trustee to Noteholders Investor Certificateholders of such Series mailed not later than five (5) Business Days preceding the fifth day of the month of such final payment distribution (or in the manner provided case of the Holders of Bearer Certificates by the Series Supplement relating to publication by the Trustee of a notice at least once in an Authorized Newspaper in Luxembourg and, so long as the Investor Certificates are listed on the Luxembourg Stock Exchange or other stock exchange and such Seriesexchange so requires, in Luxembourg or the location required by such other stock exchange) specifying (ia) the Payment Distribution Date (which shall be the Payment Distribution Date in the month (x) in which the deposit is made as may be specified in pursuant to Section 2.07 or subsection 12.02(a) of the related Series Supplement, or (y) in which the related Series Termination Date occursAgreement) upon which final payment of such Notes Investor Certificates will be made upon presentation and 95 surrender of such Notes Investor Certificates at the office or offices therein designated, (iiwhich, in the case of Bearer Certificates, shall be outside the United States), (b) the amount of any such final payment and (iiic) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Notes Investor Certificates at the office or offices therein specified. The Issuer’s Servicer's notice to the Trustee in accordance with the preceding sentence shall be accompanied by an Officer’s Officers' Certificate setting forth the information specified in Article 6 subsection 5.02(a) of this Base Indenture the Agreement covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. The Trustee shall give such notice to the Transfer Agent and Registrar and the Paying Agent at the time such notice is given to such NoteholdersInvestor Certificateholders. (b) Notwithstanding the termination or discharge of the trust Trust pursuant to subsection 12.01(a) of the Indenture pursuant to Section 12.1 Agreement or the occurrence of the Series Termination Date with respect to any SeriesSeries pursuant to Section 12.02 of the Agreement, all funds then on deposit in the Payment Collection Account shall continue to be held in trust for the benefit of the Noteholders of the related Series Certificateholders and the Paying Agent or the Trustee shall pay such funds to the Noteholders of the related Series Certificateholders upon surrender of their NotesCertificates (which surrenders and payments, in the case of Bearer Certificates, shall be made only outside the United States). In the event that all of the Noteholders Investor Certificateholders of any such Series shall not surrender their Notes 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 (or in the case of Bearer Certificates, publication notice) to the remaining Noteholders Investor Certificateholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes Certificates for cancellation and receive the final distribution with respect thereto. If within one and one-half years after the second notice with respect to a Series, all the Notes Investor Certificates of such Series shall not have been surrendered for cancellation, the Trustee may take appropriate steps steps, or may appoint an agent to take appropriate steps, to contact the remaining Noteholders Investor Certificateholders of such Series concerning surrender of their NotesCertificates, and the cost thereof shall be paid out of the funds in the Payment Account or any Series Collection Account held for the benefit of such Noteholders. The Trustee and the Paying Agent shall pay to the Issuer upon request any monies held by them for the payment of principal or interest which remains unclaimed for two (2) years. After such payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property Law designates another PersonInvestor Certificateholders. (c) All Notes Certificates surrendered for payment of the final distribution with respect to such Notes Certificates and cancellation shall be cancelled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the IssuerSeller.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Distribution Date upon which the Noteholders Investor Certificateholders of any Series may surrender their Notes Investor Certificates for payment of the final payment distribution with respect to such Series series and cancellation, shall be given (subject to at least two (2) Business Days’ 30 days' prior written notice from the Issuer Master Servicer to the Trustee containing all information required for the Trustee's notice or such shorter period as is acceptable to the Trustee) by the Trustee to Noteholders Investor Certificateholders of such Series mailed not later than five (5) Business Days preceding the fifth day of the month of such final payment (or in the manner provided by the Series Supplement relating to such Series) distribution specifying (i) the Payment Distribution Date (which shall be the Payment Date in the month (x) in which the deposit is made as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occurs) upon which final payment of such Notes the Investor Certificates will be made upon presentation and surrender of such Notes Investor Certificates at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Notes Investor Certificates at the office or offices therein specified. The Issuer’s Master Servicer's notice to the Trustee in accordance with the preceding sentence shall be accompanied by an Officer’s 's Certificate setting forth the information specified in Article 6 Section 4.03 of this Base Indenture the Servicing Agreement covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distributionnotice. The Trustee shall give such notice to the Transfer Agent and Registrar and the Paying Agent at the time such notice is given to such NoteholdersInvestor Certificateholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture Trust pursuant to Section 12.1 9.01(a) hereof or the occurrence of the Series Termination Date or Voluntary Liquidation Date with respect to any SeriesSeries pursuant to Section 9.02 hereof, all funds then on deposit in the Payment Collection Account (but only to the extent necessary to pay all outstanding and unpaid amounts to Holders) shall continue to be held in trust for the benefit of the Noteholders of the related Series Holders and the Paying Agent or the Trustee shall pay such funds to the Noteholders of the related Series Investor Certificateholders upon surrender of their NotesInvestor Certificates in accordance with the terms hereof. Any Investor Certificate not surrendered on the date specified in Section 9.03(a)(i) above shall cease to accrue any interest provided for such Investor Certificate from and after such date. In the event that all any of the Noteholders of any Series Investor Certificateholders shall not surrender have surrendered their Notes Investor 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 Noteholders Investor Certificateholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes Investor Certificates for cancellation and receive the final distribution with respect thereto. If within one and one-half years year after the second notice with respect to a Series, all any of the Notes Investor Certificates of such Series shall not have been surrendered for cancellation, the Trustee may take appropriate steps steps, or may appoint an agent to take appropriate steps, to contact the remaining Noteholders Investor Certificateholders of such Series concerning surrender of their NotesInvestor Certificates, and the cost thereof shall be paid out of the funds in the Payment Account or any Series Collection Account held for the benefit of such NoteholdersInvestor Certificateholders. The Trustee and the Paying Agent shall pay to the Issuer Company upon request any monies held by them for the payment of principal or interest which that remains unclaimed for two (2) years. After years and neither the Trustee nor the Paying Agent shall be liable to any Investor Certificateholder for such payment to the IssuerCompany upon its request. After payment to the Company, Noteholders Holders entitled to the money must look to the Issuer Company for payment as general creditors unless an applicable abandoned property Law law designates another Person. (c) All Notes Investor Certificates surrendered for payment of the final distribution with respect to such Notes Investor Certificates and cancellation shall be cancelled canceled by the Transfer Agent and Registrar and be disposed of in a customary manner satisfactory to the Trustee and the IssuerTrustee.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Distribution Date upon which the Noteholders Investor Certificateholders of any Series may surrender their Notes Certificates for payment of the final payment distribution with respect to such Series and cancellation, shall be given by the Trustee to Investor Certificateholders of such Series mailed not later than the fifth day of the month of such final distribution (subject to at least two (2) Business Days’ prior notice from the Issuer Servicer to the Trustee) by the Trustee to Noteholders of such Series mailed not later than five (5) Business Days preceding such final payment (or in the manner provided by the Series Supplement relating to such Series) specifying (i) the Payment Distribution Date (which shall be the Payment Distribution Date in the month (x) in which the deposit is made pursuant to subsection 2.4(e), 9.2(a), 10.2(a) or 12.2(a) of this Agreement or such other section as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occurs) upon which final payment of such Notes Investor Certificates will be made upon presentation and surrender of such Notes Investor Certificates at the office or offices therein designateddesignated (which, in the case of Bearer Certificates, shall be outside the United States), (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Notes Investor Certificates at the office or offices therein specified. The Issuer’s notice Servicer shall also deliver to the Trustee Trustee, as soon as is practicable but in accordance with any event not later than three Business Days after the Determination Date relating to the final payment described in the preceding sentence shall be accompanied by sentence, an Officer’s Certificate setting forth the information information, to the extent available, specified in Article 6 V (as described in the related Supplement) of this Base Indenture Agreement covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. The Trustee shall give such notice to the Transfer Agent and the Paying Agent at the time such notice is given to such Noteholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture Trust pursuant to Section 12.1 subsection 12.1(a) or the occurrence of the Series Termination Date with respect to any Series, all funds then on deposit in the Payment Finance Charge Account, the Principal Account, the Excess Funding Account, the Distribution Account or any Series Account applicable to the related Series shall continue to be held in trust for the benefit of the Noteholders Certificateholders of the related Series and the Paying Agent or the Trustee shall pay such funds to the Noteholders Certificateholders of the related Series upon surrender of their NotesCertificates (which surrenders and payments, in the case of Bearer Certificates, shall be made only outside the United States). In the event that all of the Noteholders Investor Certificateholders of any Series shall not surrender their Notes 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 (or, in the case of Bearer Certificates, publication notice) to the remaining Noteholders Investor Certificateholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes Certificates for cancellation and receive the final distribution with respect thereto. If within one and one-half years after the second notice with respect to a Series, all the Notes Investor Certificates of such Series 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 Noteholders Investor Certificateholders of such Series concerning surrender of their NotesCertificates, and the cost thereof shall be paid out of the funds in the Payment Distribution Account or any Series Account held for the benefit of such NoteholdersInvestor Certificateholders. The Trustee and the Paying Agent shall pay to the Issuer Transferor upon request any monies held by them for the payment of principal or interest which remains unclaimed for two (2) years. After such payment to the IssuerTransferor, Noteholders Investor Certificateholders entitled to the money must look to the Issuer Transferor for payment as general creditors unless an applicable abandoned property Law law designates another Person. (c) All Notes Certificates surrendered for payment of the final distribution with respect to such Notes Certificates and cancellation shall be cancelled canceled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the IssuerTransferor.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Distribution Date upon which the Noteholders Investor Certificateholders of any Series may surrender their Notes Certificates for payment of the final payment distribution with respect to such Series and cancellation, shall be given (subject to at least two five (25) Business Days’ Days prior notice from the Issuer Servicer to the Trustee) by the Trustee to Noteholders Investor Certificateholders of such Series (and the Enhancement Provider if so provided in the related Supplement), mailed (or in the case of Bearer Certificates, published in the manner specified in the related Supplement) not later than five (5) Business Days the Determination Date preceding the date of such final payment distribution (or in the manner provided by the Series Supplement relating to such Series) specifying (i) the Payment Distribution Date (which shall be the Payment first Distribution Date in after the month (x) in date on which the deposit is made as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occursmade) upon which final payment of such Notes Investor Certificates will be made upon presentation and surrender of such Notes Investor Certificates at the office or offices therein designateddesignated (which, in the case of Bearer Certificates, shall be outside the United States), (ii) the 92 amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made to the Certificateholders on such Distribution Date only upon presentation and surrender of the Notes Investor Certificates at the office or offices therein specified. The Issuer’s Servicer's notice to the Trustee in accordance with the preceding sentence shall be accompanied by an Officer’s 's Certificate setting forth the information specified in Article 6 ARTICLE V of this Base Indenture the applicable Supplement covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. Payments shall be made by the Paying Agent to the Investor Certificateholders in the same manner as provided in the applicable Supplement for other distributions. The Trustee shall give such notice to the Transfer Agent and Registrar and the Paying Agent at the time such notice is given to such NoteholdersInvestor Certificateholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture Trust pursuant to Section 12.1 SECTION 9.2 above or the occurrence of the Series Termination Date with respect to any Series, all funds then on deposit in the Payment Collection Account, Sweep Account, Peso Denominated Account or any Series Account shall continue to be held in trust for the benefit of the Noteholders Certificateholders of the related Series Series, and the Paying Agent or the Trustee shall pay such funds to the Noteholders Certificateholders of the related Series upon surrender of their NotesCertificates (which surrenders and payments, in the case of Bearer Certificates, shall be made only outside the United States). In the event that all of the Noteholders Investor Certificateholders of any Series shall not surrender their Notes Certificates for cancellation within six (6) months after the date specified in the notice described in SECTION 9.3(a) above-mentioned written notice, the Trustee shall give a second written notice (in the case of Bearer Certificates, publication notice) to the remaining Noteholders Investor Certificateholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes Certificates for cancellation and receive the final distribution with respect thereto. If within one and one-half years after the second notice with respect to a Series, all the Notes Investor Certificates of such Series shall not have been surrendered for cancellation, the Trustee may take appropriate steps steps, or may appoint an agent to take appropriate steps, to contact the remaining Noteholders Investor Certificateholders of such Series concerning surrender of their NotesCertificates, and the cost thereof shall be paid out of the funds in the Payment Collection Account or any Series Account held for the benefit of such NoteholdersInvestor Certificateholders. The Trustee and the Paying Agent shall pay to the Issuer Sellers' Representative upon request any monies held by them for the payment of the principal or interest which remains unclaimed for two (2) years. After such payment to the IssuerSellers' Representative, Noteholders Investor Certificateholders entitled to the money must look solely to the Issuer Sellers for payment as general creditors unless an applicable abandoned property Law law designates another Person. (c) All Notes Certificates surrendered for payment of the final distribution with respect to such Notes Certificates and cancellation shall be cancelled canceled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the IssuerSeller.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Distribution Date upon which the Noteholders Investor Securityholders of any Series may surrender their Notes Securities for payment of the final payment distribution with respect to such Series and cancellation, shall be given (subject to at least two (2) four Business Days’ ' prior notice from the Issuer Servicer to the Trustee) by the Trustee to Noteholders Investor Securityholders of such Series mailed not later than five (5) Business Days preceding the fifth day of the month of such final payment distribution (or in the manner provided by the Series Supplement relating to such Series) specifying (i) the Payment Distribution Date (which shall be the Payment Distribution Date in the month (x) in which the deposit is made pursuant to subsection 2.4(e), 9.2(b), 10.2(a), or 12.2(a) of the Agreement or such other section as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occurs) upon which final payment of such Notes Investor Securities will be made upon presentation and surrender of such Notes Investor Securities at the office or offices therein designateddesignated (which, in the case of Bearer Securities, shall be outside the United States), (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Notes Investor Securities at the office or offices therein specified. The Issuer’s Servicer's notice to the Trustee in accordance with the preceding sentence shall be accompanied by an Officer’s Officers' Certificate setting forth the information specified in Article 6 V of this Base Indenture Agreement covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. The Trustee shall give such notice to the Transfer Agent and Registrar and the Paying Agent at the time such notice is given to such NoteholdersInvestor Securityholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture Trust pursuant to Section 12.1 subsection 12.1(a) or the occurrence of the Series Termination Date with respect to any Series, all funds then on deposit in the Payment Excess Funding Account, the Interest Funding Account, the Principal Account, the Distribution Account or any Series Account applicable to the related Series shall continue to be held in trust for the benefit of the Noteholders Securityholders of the related Series and the Paying Agent or the Trustee shall pay such funds to the Noteholders Securityholders of the related Series upon surrender of their NotesSecurities (which surrenders and payments, in the case of Bearer Securities, shall be made only outside the United States). In the event that all of the Noteholders Investor Securityholders of any Series shall not surrender their Notes Securities for cancellation within six (6) months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice (or, in the case of Bearer Securities, publication notice) to the remaining Noteholders Investor Securityholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes Securities for cancellation and receive the final distribution with respect thereto. If within one and one-one half years after the second notice with respect to a Series, all the Notes Investor Securities of such Series 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 Noteholders Investor Securityholders of such Series concerning surrender of their NotesSecurities, and the cost thereof shall be paid out of the funds in the Payment Distribution Account or any Series Account held for the benefit of such NoteholdersInvestor Securityholders. The Trustee and the Paying Agent shall pay to the Issuer Transferor upon request any monies held by them for the payment of principal or interest which remains unclaimed for two (2) years. After such payment to the IssuerTransferor, Noteholders Investor Securityholders entitled to the money must look to the Issuer Transferor for payment as general creditors unless an applicable abandoned property Law law designates another Personotherwise. (c) All Notes Securities surrendered for payment of the final distribution with respect to such Notes Securities and cancellation shall be cancelled canceled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the IssuerTransferor.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Distribution Date upon which the Noteholders Investor Certificateholders of any Series may surrender their Notes Certificates for payment of the final payment distribution with respect to such Series and cancellation, shall be given (subject to at least two (2) five Business Days’ ' prior notice from the Issuer Servicer to the Trustee) by the Trustee to Noteholders Investor Certificateholders of such Series mailed not later than five (5) Business Days preceding the fifth day of the month of such final payment distribution (or in the manner provided by the Series Supplement relating to such Series) specifying (i) the Payment Distribution Date (which shall be the Payment Distribution Date in the month (x) in which the deposit is made pursuant to subsection 2.4(e), 9.2(a), 10.2(a), or 12.2(a) of the Agreement or such other section as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occurs) upon which final payment of such Notes Investor Certificates will be made upon presentation and surrender of such Notes Investor Certificates at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Notes Investor Certificates at the office or offices therein specified. The Issuer’s Servicer's notice to the Trustee in accordance with the preceding sentence shall be accompanied by an Officer’s Officers' Certificate setting forth the information specified in Article 6 V of this Base Indenture Agreement covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. The Trustee shall give such notice to the Transfer Agent and Registrar and the Paying Agent at the time such notice is given to such NoteholdersInvestor Certificateholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture Trust pursuant to Section 12.1 subsection 12.1(a) or the occurrence of the Series Termination Date with respect to any Series, all funds then on deposit in the Payment Collection Account, the Excess Funding Account, the Distribution Account or any Series Account applicable to the related Series shall continue to be held in trust for the benefit of the Noteholders Certificateholders of the related Series and the Paying Agent or the Trustee shall pay such funds to the Noteholders Certificateholders of the related Series upon surrender of their NotesCertificates. In the event that all of the Noteholders Investor Certificateholders of any Series shall not surrender their Notes 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 Noteholders Investor Certificateholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes Certificates for cancellation and receive the final distribution with respect thereto. If within one and one-one half years after the second notice with respect to a Series, all the Notes Investor Certificates of such Series 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 Noteholders Investor Certificateholders of such Series concerning surrender of their NotesCertificates, and the cost thereof shall be paid out of the funds in the Payment Distribution Account or any Series Account held for the benefit of such NoteholdersInvestor Certificateholders. The Trustee and the Paying Agent shall pay to the Issuer Transferor upon request any monies held by them for the payment of principal or interest which remains unclaimed for two (2) years. After such payment to the IssuerTransferor, Noteholders Investor Certificateholders entitled to the money must look to the Issuer Transferor for payment as general creditors unless an applicable abandoned property Law law designates another Person. (c) All Notes Certificates surrendered for payment of the final distribution with respect to such Notes Certificates and cancellation shall be cancelled canceled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the IssuerTransferor.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Distribution Date upon which the Noteholders Investor Certificateholders of any Series may surrender their Notes Certificates for payment of the final payment distribution with respect to such Series and cancellation, shall be given (subject to at least two (2) Business Days’ prior notice from the Issuer to the Trustee) by the Trustee to Noteholders Investor Certificateholders of such Series mailed not later than five (5) Business Days preceding the fifth day of the month of such final payment distribution (subject to at least two Business Days' prior notice from the Servicer to the Trustee) (or in the manner provided by the Series Supplement relating to such Series) specifying (i) the Payment Distribution Date (which shall be the Payment Distribution Date in the month (x) in which the deposit is made pursuant to subsection 2.4(e), 9.2(a), 10.2(a) or 12.2(a) of the Agreement or such other section as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occurs) upon which final payment of such Notes Investor Certificates will be made upon presentation and surrender of such Notes Investor Certificates at the office or offices therein designateddesignated (which, in the case of Bearer Certificates, shall be outside the United States), (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Notes Investor Certificates at the office or offices therein specified. The Issuer’s notice Servicer shall also deliver to the Trustee Trustee, as soon as is practicable but in accordance with no event not later than three Business Days after the Determination Date relating to the final payment described in the preceding sentence shall be accompanied by sentence, an Officer’s Officers' Certificate setting forth the information information, to the extent available, specified in Article 6 V of this Base Indenture Agreement covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. The Trustee shall give such notice to the Transfer Agent and the Paying Agent at the time such notice is given to such Noteholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture Trust pursuant to Section 12.1 subsection 12.1(a) or the occurrence of the Series Termination Date with respect to any Series, all funds then on deposit in the Payment Finance Charge Account, the Principal Account, the Excess Funding Account, the Distribution Account or any Series Account applicable to the related Series shall continue to be held in trust for the benefit of the Noteholders Certificateholders of the related Series and the Paying Agent or the Trustee shall pay such funds to the Noteholders Certificateholders of the related Series upon surrender of their NotesCertificates (which surrenders and payments, in the case of Bearer Certificates, shall be made only outside the United States). In the event that all of the Noteholders Investor Certificateholders of any Series shall not surrender their Notes 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 (or, in the case of Bearer Certificates, publication notice) to the remaining Noteholders Inves- 104 tor Certificateholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes Certificates for cancellation and receive the final distribution with respect thereto. If within one and one-half years after the second notice with respect to a Series, all the Notes Investor Certificates of such Series 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 Noteholders Investor Certificateholders of such Series concerning surrender of their NotesCertificates, and the cost thereof shall be paid out of the funds in the Payment Distribution Account or any Series Account held for the benefit of such NoteholdersInvestor Certificateholders. The Trustee and the Paying Agent shall pay to the Issuer Transferor upon request any monies held by them for the payment of principal or interest which remains unclaimed for two (2) years. After such payment to the IssuerTransferor, Noteholders Investor Certificateholders entitled to the money must look to the Issuer Transferor for payment as general creditors unless an applicable abandoned property Law law designates another Person. (c) All Notes Certificates surrendered for payment of the final distribution with respect to such Notes Certificates and cancellation shall be cancelled canceled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the IssuerTransferor.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Distribution Date upon which the Noteholders Investor Certificateholders of any Series or Class may surrender their Notes Certificates for payment of the final payment distribution with respect to such Series or Class and cancellation, shall be given (subject to at least two (2) five Business Days’ ' prior notice from the Issuer Servicer to the Master Trust Trustee) by the Master Trust Trustee to Noteholders Investor Certificateholders of such Series or Class mailed not later than five (5) Business Days preceding the Determination Date of the month of such final payment (or in the manner provided by the Series Supplement relating to such Series) distribution specifying (i) the Payment Distribution Date (which shall be the Payment Date in the month (x) in which the deposit is made as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occurs) upon which final payment of such Notes Investor Certificates will be made upon presentation and surrender of such Notes Investor Certificates at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Notes Investor Certificates at the office or offices therein specified. The Issuer’s Servicer's notice to the Master Trust Trustee in accordance with the preceding sentence shall be accompanied by an Officer’s 's Certificate setting forth the information specified in Article 6 of this Base Indenture V covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. The Master Trust Trustee shall give such notice to the Transfer Agent and the Paying Agent at the time such notice is given to such NoteholdersInvestor Certificateholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture Master Trust pursuant to Section 12.1 12.01(a) or a final distribution to the occurrence Investor Certificateholders of the any Series Termination Date with respect to any Seriesor Class, all funds then on deposit in the Payment Collections Account or any Series Account allocable to the related Series or Class shall continue to be held in trust for the benefit of the Noteholders Certificateholders of the related Series or Class and the Paying Agent or the Master Trust Trustee shall pay such funds to the Noteholders Certificateholders of the related Series or Class upon surrender of their NotesCertificates. In the event that all of the Noteholders Investor Certificateholders of any Series or Class shall not surrender their Notes Certificates for cancellation within six (6) months after the date specified in the above-mentioned written notice, the Master Trust Trustee shall give a second written notice to the remaining Noteholders Investor Certificateholders of such Series or Class upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes Certificates for cancellation and receive the final distribution with respect thereto. If within one and one-half years year after the second notice with respect to a Series, all the Notes Investor Certificates of such Series or Class shall not have been surrendered for cancellation, the Master Trust Trustee may take appropriate steps steps, or may appoint an agent to take appropriate steps, to contact the remaining Noteholders Investor Certificateholders of such Series or Class concerning surrender of their NotesCertificates, and the cost thereof shall be paid out of the funds in the Payment Collections Account or any Series Account held for the benefit of such NoteholdersInvestor Certificateholders. Income from the investment of funds which remain on deposit in the Collections Account or any Series Account pursuant to this Section 12.03(b) shall be paid to the Seller. The Master Trust Trustee and the Paying Agent shall pay to the Issuer upon request Seller any monies held by them it for the payment of principal or interest which remains that remain unclaimed for two (2) years. After such payment to the IssuerSeller, Noteholders Investor Certificateholders entitled to the money must look to the Issuer Seller for payment as general creditors unless an applicable abandoned property Law law designates another Person. (c) In the event that the Series Invested Amount with respect to any Series is greater than zero on its Series Termination Date (after giving effect to deposits and distributions otherwise to be made on such Series Termination Date), the Master Trust Trustee will sell or cause to be sold on such Series Termination Date, Dealer Notes (or interests therein) in an amount equal to 110% of the Series Invested Amount with respect to such Series on such Series Termination Date (after giving effect to such deposits and distributions) but in no event shall any such sale of Dealer Notes exceed the Series Allocation Percentage of the Dealer Notes and the amount on deposit in the Excess Funding Account on such date. The proceeds from such sale shall be immediately deposited into the Collection Accounts for the benefit of the Investor Certificateholders of such Series and shall be allocated and distributed to the Investor Certificateholders of such Series in accordance with the terms of the applicable Supplement. (d) All Notes Certificates surrendered for payment of the final distribution with respect to such Notes Certificates and cancellation shall be cancelled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Master Trust Trustee and the IssuerSeller.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Date upon which the Noteholders of any Series may surrender their Notes for final payment with respect to such Series and cancellation, shall be given (subject to at least two (2) Business Days’ prior notice from the Issuer to the Trustee) by the Trustee to Noteholders of such Series mailed not later than five (5) Business Days preceding such final payment (or in the manner provided by the Series Supplement relating to such Series) specifying (i) the Payment Date (which shall be the Payment Date in the month (x) in which the deposit is made as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occurs) upon which final payment of such Notes will be made upon presentation and surrender of such Notes at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Notes at the office or offices therein specified. The Issuer’s notice to the Trustee in accordance with the preceding sentence shall be accompanied by an Officer’s Certificate setting forth the information specified in Article 6 of this Base Indenture covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. The Trustee shall give such notice to the Transfer Agent and the Paying Agent at the time such notice is given to such Noteholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture pursuant to Section 12.1 or the occurrence of the Series Termination Date with respect to any Series, all funds then on deposit in the Payment Collection Account and the Reserve Account shall continue to be held in trust for the benefit of the Noteholders of the related Series and the Paying Agent or the Trustee shall pay such funds to the Noteholders of the related Series upon surrender of their Notes. In the event that all of the Noteholders of any Series shall not surrender their Notes for cancellation within six (6) months after the date specified in the above-mentioned written notice, the Trustee shall give second written notice to the remaining Noteholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes for cancellation and receive the final distribution with respect thereto. If within one and one-half years after the second notice with respect to a Series, all the Notes of such Series 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 Noteholders of such Series concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Payment Account or any Series Collection Account held for the benefit of such Noteholders. The Trustee and the Paying Agent shall pay to the Issuer upon request any monies held by them for the payment of principal or interest which remains unclaimed for two (2) years. After such payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property Law designates another Person. (c) All Notes surrendered for payment of the final distribution with respect to such Notes and cancellation shall be cancelled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the Issuer.,

Final Payment with Respect to Any Series. (a) Written To the extent any Definitive Note is issued and authenticated pursuant to this Base Indenture and any Series Supplement, written notice of any termination, specifying the Payment Date upon which the Noteholders of any Series may surrender their Notes for final payment with respect to such Series and cancellation, shall be given (subject to at least two (2) Business Days’ prior notice from the Issuer to the TrusteeTrustee prior to the date the Trustee must mail notice to any Noteholder) by the Trustee to Noteholders of such Series mailed not later than five (5) Business Days preceding such final payment (or in the manner provided by the Series Supplement relating to such Series) specifying (i) the Payment Date (which shall be the Payment Date in the month (x) in which the deposit is made as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occurs) upon which final payment of such Notes will be made upon presentation and surrender of such Notes at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that that, with respect to any Definitive Notes, the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Notes at the office or offices therein specified. The Issuer’s notice to the Trustee in accordance with the preceding sentence shall be accompanied by an Officer’s Certificate setting forth the information specified in Article 6 of this Base Indenture covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. The Trustee shall give such notice to the Transfer Agent and Registrar, and the Paying Agent at the time such notice is given to such Noteholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture pursuant to Section 12.1 or the occurrence of the Series Termination Date with respect to any Series, all funds then on deposit in the applicable Payment Account shall continue to be held in trust for the benefit of the Noteholders of the related Series and the Paying Agent or the Trustee shall pay such funds to the Noteholders of the related Series upon surrender of their Notes. In the event that all of the Noteholders of any Series shall not surrender their Notes for cancellation within six (6) months after the date specified in the above-mentioned written notice, the Trustee shall give second written notice to the remaining Noteholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes for cancellation and receive the final distribution with respect thereto. If within one and one-half years after the second notice with respect to a Series, all the Notes of such Series 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 Noteholders of such Series concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Payment Account or any Series Account held for the benefit of such Noteholders. The Subject to applicable Laws with respect to escheat of funds, the Trustee and the Paying Agent shall pay to the Issuer upon request any monies held by them for the payment of principal or interest which remains unclaimed for two (2) years. After such payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property Law designates another PersonPerson other than the Trustee. (c) All Notes surrendered for payment of the final distribution with respect to such Notes and cancellation shall be cancelled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the Issuer.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Distribution Date upon which the Noteholders Investor Certificateholders of any Series may surrender their Notes Certificates for payment of the final payment distribution with respect to such Series and cancellation, shall be given (subject to at least two (2) Business Days’ ' prior notice from the Issuer Servicer to the Trustee) by the Trustee to Noteholders the Investor Certificateholders of such Series mailed not later than five (5) Business Days preceding the fifth day of the month of such final payment distribution (or or, in the manner provided case of the Holders of Bearer Certificates, by the Series Supplement relating to publication by the Trustee of a notice at least once in a newspaper of general circulation in Luxembourg (which newspaper shall be printed in the English language and customarily published on each business day in Luxembourg) and, so long as the Investor Certificates are listed on the Luxembourg Stock Exchange or other stock exchange and such Seriesexchange so requires, in Luxembourg or the location required by such other stock exchange) specifying (ia) the Payment Distribution Date (which shall be the Payment Distribution Date in the month (x) in which the deposit is made pursuant to Section 2.4, 9.2, 10.2 or 12.2(a) or such other section as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occurs) upon which final payment of such Notes Investor Certificates will be made upon presentation and surrender of such Notes Investor Certificates at the office or offices therein designateddesignated (which, in the case of Bearer Certificates, shall be outside the United States), (iib) the amount of any such final payment and (iiic) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Notes Investor Certificates at the office or offices therein specified. The Issuer’s Servicer's notice to the Trustee in accordance with the preceding sentence shall be accompanied by an Officer’s 's Certificate setting forth the information specified in Article 6 of this Base Indenture the applicable Supplement covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. The Trustee shall give such notice to the Transferor, the Transfer Agent and Registrar and the Paying Agent at the time such notice is given to such NoteholdersInvestor Certificateholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture Trust pursuant to Section 12.1 12.1(a) or the occurrence of the Stated Series Termination Date with respect to any Series, all funds then on deposit in the Payment Collection Account shall continue to be held in trust for the benefit of the Noteholders of the related Series Certificateholders and the Paying Agent or the Trustee shall pay such funds to the Noteholders of the related Series Certificateholders upon surrender of their NotesCertificates (which surrenders and payments, in the case of Bearer Certificates, shall be made only outside the United States). In the event that all of the Noteholders Investor Certificateholders of any such Series shall not surrender their Notes 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 (or, in the case of Bearer Certificates, publication notice) to the remaining Noteholders Investor Certificateholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes Certificates for cancellation and receive the final distribution with respect thereto. If within one and one-half years after the second notice with respect to a Series, all the Notes Investor Certificates of such Series shall not have been surrendered for cancellation, the Trustee may take appropriate steps steps, or may appoint an agent to take appropriate steps, to contact the remaining Noteholders Investor Certificateholders of such Series concerning surrender of their NotesCertificates, and the cost thereof shall be paid out of the funds in the Payment Account or any Series Collection Account held for the benefit of such NoteholdersInvestor Certificateholders. The Trustee and the Paying Agent shall pay or cause to be paid to the Issuer Transferor upon request any all monies held by them for the payment of principal or interest which remains remain unclaimed for after two (2) years. After such payment If the applicable escheat or unclaimed property laws of any relevant jurisdiction require the Trustee to follow any procedures with respect to any Trust Property inconsistent with the foregoing, then to the Issuer, Noteholders entitled extent of any such inconsistency the Trustee shall not be liable for any failure to abide by the money must look to the Issuer for payment as general creditors unless an applicable abandoned property Law designates another Personterms of this Agreement. (c) All Notes Certificates surrendered for payment of the final distribution with respect to such Notes Certificates and cancellation shall be cancelled canceled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the IssuerTransferor.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Date upon which the Noteholders of any Series may surrender their Notes for final payment with respect to such Series and cancellation, shall be given (subject to at least two (2) Business Days’ ' prior notice from the Issuer Servicer to the Trustee) by the Trustee to Noteholders of such Series mailed not later than five (5) Business Days preceding the fifth day of the month of such final payment (or in the manner provided by the Series Supplement relating to such Series) specifying (i) the Payment Date (which shall be the Payment Date in the month (x) in which the deposit is made pursuant to subsection 2.04(g) of the Sale and Servicing Agreement, 9.2(b), or subsection 12.4(a) of this Base Indenture or such other section as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occurs) upon which final payment of such Notes will be made upon presentation and surrender of such Notes at the office or offices therein designateddesignated (which, in the case of Bearer Notes, shall be outside the United States), (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Notes at the office or offices therein specified. The Issuer’s Servicer's notice to the Trustee in accordance with the preceding sentence shall be accompanied by an AIC Officer’s 's Certificate setting forth the information specified in Article 6 of this Base Indenture covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. The Trustee shall give such notice to the Transfer Agent and the Paying Agent at the time such notice is given to such Noteholders. (b) Notwithstanding the termination or of the discharge of the trust of the Indenture pursuant to Section 12.1 subsection 12.1(a) or the occurrence of the Series Termination Date with respect to any Series, all funds then on deposit in the Finance Charge Account, the Principal Account, the Payment Account or any Series Account applicable to the related Series shall continue to be held in trust for the benefit of the Noteholders of the related Series and the Paying Agent or the Trustee shall pay such funds to the Noteholders of the related Series upon surrender of their Notes (which surrenders and payments, in the case of Bearer Notes, shall be made only outside the United States). In the event that all of the Noteholders of any Series shall not surrender their Notes for cancellation within six (6) months after the date specified in the above-mentioned written notice, the Trustee shall give second written notice (or, in the case of Bearer Certificates, publication notice) to the remaining Noteholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes for cancellation and receive the final distribution with respect thereto. If within one and one-half years after the second 105 notice with respect to a Series, all the Notes of such Series 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 Noteholders of such Series concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Payment Account or any Series Account held for the benefit of such Noteholders. The Trustee and the Paying Agent shall pay to the Issuer upon request any monies held by them for the payment of principal or interest which remains unclaimed for two (2) years. After such payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property Law law designates another Person. (c) All Notes surrendered for payment of the final distribution with respect to such Notes and cancellation shall be cancelled canceled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the Issuer.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Distribution Date upon which the Noteholders Investor Certificateholders of any Series may surrender their Notes Certificates for payment of the final payment distribution with respect to such Series and cancellation, shall be given (subject to at least two (2) Business Days’ ' prior notice from the Issuer Servicer to the Trustee) by the Trustee to Noteholders Investor Certificateholders of such Series mailed not later than five (5) Business Days preceding the fifth day of the month of such final payment distribution (or in the manner provided case of the Holders of Bearer Certificates by the Series Supplement relating to publication by the Trustee of a notice at least once in a newspaper of general circulation in Luxembourg (which newspaper shall be printed in the English language and customarily published on each business day in Luxembourg) and, so long as the Investor Certificates are listed on the Luxembourg Stock Exchange or other stock exchange and such Seriesexchange so requires, in Luxembourg or the location required by such other stock exchange) specifying (ia) the Payment Distribution Date (which shall be the Payment Distribution Date in the month (x) in which the deposit is made as may be specified in pursuant to Section 2.07 or subsection 12.02(a) of the related Series Supplement, or (y) in which the related Series Termination Date occursAgreement) upon which final payment of such Notes Investor Certificates will be made upon presentation and surrender of such Notes Investor Certificates at the office or offices therein designated, (iiwhich, in the case of Bearer Certificates, shall be outside the United States), (b) the amount of any such final payment and (iiic) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Notes Investor Certificates at the office or offices therein specified. The Issuer’s Servicer's notice to the Trustee in accordance with the preceding sentence shall be accompanied by an Officer’s Officers' Certificate setting forth the information specified in Article 6 of this Base Indenture the applicable Supplement covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. The Trustee shall give such notice to the Transfer Agent and Registrar and the Paying Agent at the time such notice is given to such NoteholdersInvestor Certificateholders. (b) Notwithstanding the termination or discharge of the trust Trust pursuant to subsection 12.01(a) of the Indenture pursuant to Section 12.1 Agreement or the occurrence of the Stated Series Termination Date with respect to any SeriesSeries pursuant to Section 12.02 of the Agreement, all funds then on deposit in the Payment Collection Account shall continue to be held in trust for the benefit of the Noteholders of the related Series Certificateholders and the Paying Agent or the Trustee shall pay such funds to the Noteholders of the related Series Certificateholders upon surrender of their NotesCertificates (which surrenders and payments, in the case of Bearer Certificates, shall be made only outside the United States). In the event that all of the Noteholders Investor Certificateholders of any such Series shall not surrender their Notes 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 (or in the case of Bearer Certificates, publication notice) to the remaining Noteholders Investor Certificateholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes Certificates for cancellation and receive the final distribution with respect thereto. If within one and one-half years after the second notice with respect to a Series, all the Notes Investor Certificates of such Series shall not have been surrendered for cancellation, the Trustee may take appropriate steps steps, or may appoint an agent to take appropriate steps, to contact the remaining Noteholders Investor Certificateholders of such Series concerning surrender of their NotesCertificates, and the cost thereof shall be paid out of the funds in the Payment Account or any Series Collection Account held for the benefit of such Noteholders. The Trustee and the Paying Agent shall pay to the Issuer upon request any monies held by them for the payment of principal or interest which remains unclaimed for two (2) years. After such payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property Law designates another PersonInvestor Certificateholders. (c) All Notes Certificates surrendered for payment of the final distribution with respect to such Notes Certificates and cancellation shall be cancelled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the IssuerTransferors.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Distribution Date upon which the Noteholders Investor Certificateholders of any Series may surrender their Notes Certificates for payment of the final payment distribution with respect to such Series and cancellation, shall be given (subject to at least two (2) Business Days’ ' prior notice from the Issuer Servicer to the Trustee) by the Trustee to Noteholders Investor Certificateholders of such Series mailed not later than five (5) Business Days preceding the fifth day of the month of such final payment distribution (or in the manner provided case of the Holders of Bearer Certificates by the Series Supplement relating to publication by the Trustee of a notice at least once in a newspaper of general circulation in Luxembourg (which newspaper shall be printed in the English language and customarily published on each business day in Luxembourg) and, so long as the Investor Certificates are listed on the Luxembourg Stock Exchange or other stock exchange and such Seriesexchange so requires, in Luxembourg or the location required by such other stock exchange) specifying (ia) the Payment Distribution Date (which shall be the Payment Distribution Date in the month (x) in which the deposit is made pursuant to Section 2.4, 9.2, 10.2 or 12.2(a) or such other section as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occurs) upon which final payment of such Notes Investor Certificates will be made upon presentation and surrender of such Notes Investor Certificates at the office or offices therein designated, (iiwhich, in the case of Bearer Certificates, shall be outside the United States), (b) the amount of any such final payment and (iiic) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Notes Investor Certificates at the office or offices therein specified. The Issuer’s Servicer's notice to the Trustee in accordance with the preceding sentence shall be accompanied by an Officer’s 's Certificate setting forth the information specified in Article 6 of this Base Indenture the applicable Supplement covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. The Trustee shall give such notice to the Transfer Agent and Registrar and the Paying Agent at the time such notice is given to such NoteholdersInvestor Certificateholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture Trust pursuant to Section 12.1 12.1(a) or the occurrence of the Stated Series Termination Date with respect to any Series, all funds then on deposit in the Payment Collection Account shall continue to be held in trust for the benefit of the Noteholders of the related Series Certificateholders and the Paying Agent or the Trustee shall pay such funds to the Noteholders of the related Series Certificateholders upon surrender of their NotesCertificates (which surrenders and 103 105 payments, in the case of Bearer Certificates, shall be made only outside the United States). In the event that all of the Noteholders Investor Certificateholders of any such Series shall not surrender their Notes 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 (or in the case of Bearer Certificates, publication notice) to the remaining Noteholders Investor Certificateholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes Certificates for cancellation and receive the final distribution with respect thereto. If within one and one-half years after the second notice with respect to a Series, all the Notes Investor Certificates of such Series shall not have been surrendered for cancellation, the Trustee may take appropriate steps steps, or may appoint an agent to take appropriate steps, to contact the remaining Noteholders Investor Certificateholders of such Series concerning surrender of their NotesCertificates, and the cost thereof shall be paid out of the funds in the Payment Account or any Series Collection Account held for the benefit of such NoteholdersInvestor Certificateholders. The Trustee and the Paying Agent shall pay or cause to be paid to the Issuer Transferor upon request any all monies held by them for the payment of principal or interest which remains remain unclaimed for after two (2) years. After such payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property Law designates another Person. (c) All Notes Certificates surrendered for payment of the final distribution with respect to such Notes Certificates and cancellation shall be cancelled mutilated and physically canceled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the IssuerTransferor.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Distribution Date upon which the Noteholders Investor Certificateholders of any Series may surrender their Notes Certificates for payment of the final payment distribution with respect to such Series and cancellation, shall be given by the Trustee to Investor Certificateholders of such Series mailed not later than the fifth day of the month of such final distribution (subject to at least two (2) Business Days’ prior notice from the Issuer Servicer to the Trustee) by the Trustee to Noteholders of such Series mailed not later than five (5) Business Days preceding such final payment (or in the manner provided by the Series Supplement relating to such Series) specifying (i) the Payment Distribution Date (which shall be the Payment Distribution Date in the month (x) in which the deposit is made pursuant to subsection 2.4(e), 9.2(a), 10.2(a) or 12.2(a) of the Agreement or such other section as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occurs) upon which final payment of such Notes Investor Certificates will be made upon presentation and surrender of such Notes Investor Certificates at the office or offices therein designateddesignated (which, in the case of Bearer Certificates, shall be outside the United States), (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Notes Investor Certificates at the office or offices therein specified. The Issuer’s notice Servicer shall also deliver to the Trustee Trustee, as soon as is practicable but in accordance with no event not later than three Business Days after the Determination Date relating to the final payment described in the preceding sentence shall be accompanied by sentence, an Officer’s Officers’ Certificate setting forth the information information, to the extent available, specified in Article 6 V of this Base Indenture Agreement covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. The Trustee shall give such notice to the Transfer Agent and the Paying Agent at the time such notice is given to such Noteholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture Trust pursuant to Section 12.1 subsection 12.1(a) or the occurrence of the Series Termination Date with respect to any Series, all funds then on deposit in the Payment Finance Charge Account, the Principal Account, the Excess Funding Account, the Distribution Account or any Series Account applicable to the related Series shall continue to be held in trust for the benefit of the Noteholders Certificateholders of the related Series and the Paying Agent or the Trustee shall pay such funds to the Noteholders Certificateholders of the related Series upon surrender of their NotesCertificates (which surrenders and payments, in the case of Bearer Certificates, shall be made only outside the United States). In the event that all of the Noteholders Investor Certificateholders of any Series shall not surrender their Notes 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 (or, in the case of Bearer Certificates, publication notice) to the remaining Noteholders Investor Certificateholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes Certificates for cancellation and receive the final distribution with respect thereto. If within one and one-half years after the second notice with respect to a Series, all the Notes Investor Certificates of such Series 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 Noteholders Investor Certificateholders of such Series concerning surrender of their NotesCertificates, and the cost thereof shall be paid out of the funds in the Payment Distribution Account or any Series Account held for the benefit of such NoteholdersInvestor Certificateholders. The Trustee and the Paying Agent shall pay to the Issuer Transferor upon request any monies held by them for the payment of principal or interest which remains unclaimed for two (2) years. After such payment to the IssuerTransferor, Noteholders Investor Certificateholders entitled to the money must look to the Issuer Transferor for payment as general creditors unless an applicable abandoned property Law law designates another Person. (c) All Notes Certificates surrendered for payment of the final distribution with respect to such Notes Certificates and cancellation shall be cancelled canceled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the IssuerTransferor.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Distribution Date upon which the Noteholders Investor Certificateholders of any Series may surrender their Notes Investor Certificates for payment of the final payment distribution with respect to such Series and cancellation, shall be given (subject to at least two 30 days' (2or such shorter period as is acceptable to the Trustee as determined in its sole and absolute discretion) Business Days’ prior written notice from the Issuer Servicer to the Trustee containing all information required for the Trustee's notice) by the Trustee to Noteholders Investor Certificateholders of such Series Series, mailed not later than five (5) the fifth Business Days preceding Day of the month of such final payment (or in the manner provided by the Series Supplement relating to such Series) distribution and specifying (i) the Payment Distribution Date (which shall be the Payment Date in the month (x) in which the deposit is made as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occurs) upon which final payment of such Notes the Investor Certificates will be made upon presentation and surrender of such Notes Investor Certificates at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Notes Investor Certificates at the office or offices therein specified. The Issuer’s Servicer's notice to the Trustee in accordance with the preceding sentence shall be accompanied by an Officer’s 's Certificate setting forth the information specified in Article 6 of this Base Indenture Section 4.3 the Servicing Agreement covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distributionnotice. The Trustee shall give such notice to the Transfer Agent and Registrar and the Paying Agent at the time such notice is given to such NoteholdersInvestor Certificateholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture Trust pursuant to Section 12.1 subsection 9.1(a) or the occurrence of the Series Termination Date with respect to any SeriesSeries pursuant to Section 9.2, all funds then on deposit in the Payment Collection Account (but only to the extent necessary to pay all outstanding and unpaid amounts to Certificateholders) shall continue to be held in trust for the benefit of the Noteholders of the related Series Certificateholders, and the Paying Agent or the Trustee shall pay such funds to the Noteholders of the related Series Certificateholders upon surrender of their NotesCertificates in accordance with the terms hereof. Any Certificate not surrendered on the date specified in subsection 9.3(a)(i) shall cease to accrue any interest provided for such Certificate from and after such date. In the event that all of the Noteholders of any Series Investor Certificateholders shall not surrender their Notes Certificates for cancellation within six (6) months after the date specified in the above-above mentioned written notice, the Trustee shall give a second written notice to the remaining Noteholders Investor Certificateholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes Certificates for cancellation and receive the final distribution with will respect thereto. If within one and one-half years year after the second notice with respect to a Series, all the Notes Investor Certificates of such Series shall not have been surrendered for cancellation, the Trustee may take appropriate steps steps, or may appoint an agent to take appropriate steps, to contact the remaining Noteholders Investor Certificateholders of such Series concerning surrender of their NotesCertificates, and the cost thereof shall be paid out of the funds in the Payment Account or any Series Collection Account held for the benefit of such NoteholdersInvestor Certificateholders. The Trustee and the Paying Agent shall pay to the Issuer Company upon request any monies held by them for the payment of principal or interest which that remains unclaimed for two (2) years. After such payment to the IssuerCompany, Noteholders Holders entitled to the money must look to the Issuer Company for payment as general creditors unless an applicable abandoned property Law law designates another Person. (c) All Notes Certificates surrendered for payment of the final distribution with respect to such Notes Certificates and cancellation shall be cancelled canceled by the Transfer Agent and Registrar and be disposed of in a customary manner satisfactory to the Trustee and the IssuerTrustee.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Distribution Date upon which the Noteholders Investor Certificateholders of any Series may surrender their Notes Certificates for payment of the final payment distribution with respect to such Series and cancellation, shall be given (subject to at least two (2) Business Days’ ' prior notice from the Issuer Servicer to the Trustee) by the Trustee to Noteholders Investor Certificateholders of such Series mailed not later than five (5) Business Days preceding the fifth day of the month of such final payment distribution (or in the manner provided case of the Holders of Bearer Certificates by the Series Supplement relating to publication by the Trustee of a notice at least once in a newspaper of general circulation in Luxembourg (which newspaper shall be printed in the English language and customarily published on each business day in Luxembourg) and, so long as the Investor Certificates are listed on the Luxembourg Stock Exchange or other stock exchange and such Seriesexchange so requires, in Luxembourg or the location required by such other stock exchange) specifying (ia) the Payment Distribution Date (which shall be the Payment Distribution Date in the month (x) in which the deposit is made as may be specified in pursuant to Section 2.07 or subsection 12.02(a) of the related Series Supplement, or (y) in which the related Series Termination Date occursAgreement) upon which final payment of such Notes Investor Certificates will be made upon presentation and surrender of such Notes Investor Certificates at the office or offices therein designated, (iiwhich, in the case of Bearer Certificates, shall be outside the United States), (b) the amount of any such final payment and (iiic) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Notes Investor Certificates at the office or offices therein specified. The Issuer’s Servicer's notice to the Trustee in accordance with the preceding sentence shall be accompanied by an Officer’s Officers' Certificate setting forth the information specified in Article 6 of this Base Indenture the applicable Supplement covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. The Trustee shall give such notice to the Transfer Agent and Registrar and the Paying Agent at the time such notice is given to such NoteholdersInvestor Certificateholders. (b) Notwithstanding the termination or discharge of the trust Trust pursuant to subsection 12.01 (a) of the Indenture pursuant to Section 12.1 Agreement or the occurrence of the Stated Series Termination Date with respect to any SeriesSeries pursuant to Section 12.02 of the Agreement, all funds then on deposit in the Payment Collection Account shall continue to be held in trust for the benefit of the Noteholders of the related Series Certificateholders and the Paying Agent or the Trustee shall pay such funds to the Noteholders of the related Series Certificateholders upon surrender of their NotesCertificates (which surrenders and payments, in the case of Bearer Certificates, shall be made only outside the United States). In the event that all of the Noteholders Investor Certificateholders of any such Series shall not surrender their Notes 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 (or in the case of Bearer Certificates, publication notice) to the remaining Noteholders Investor Certificateholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes Certificates for cancellation and receive the final distribution with respect thereto. If within one and one-half years after the second notice with respect to a Series, all the Notes Investor Certificates of such Series shall not have been surrendered for cancellation, the Trustee may take appropriate steps steps, or may appoint an agent to take appropriate steps, to contact the remaining Noteholders Investor Certificateholders of such Series concerning surrender of their NotesCertificates, and the cost thereof shall be paid out of the funds in the Payment Account or any Series Collection Account held for the benefit of such Noteholders. The Trustee and the Paying Agent shall pay to the Issuer upon request any monies held by them for the payment of principal or interest which remains unclaimed for two (2) years. After such payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property Law designates another PersonInvestor Certificateholders. (c) All Notes Certificates surrendered for payment of the final distribution with respect to such Notes Certificates and cancellation shall be cancelled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the IssuerTransferors.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Distribution Date upon which the Noteholders Investor Certificateholders of any Series may surrender their Notes Certificates for payment of the final payment distribution with respect to such Series and cancellation, shall be given (subject to at least two (2) Business Days’ ' prior notice from the Issuer Servicer to the Trustee) by the Trustee to Noteholders Investor Certificateholders of such Series mailed not later than five (5) Business Days preceding the fifth day of the month of such final payment distribution (or in the manner provided by the Series Supplement relating to such Series) specifying (i) the Payment Distribution Date (which shall be the Payment Distribution Date in the month (x) in which the deposit is made pursuant to subsection 2.4(e), 9.2(b), 10.2(a), or subsection 12.2(a) of the Agreement or such other section as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occurs) upon which final payment of such Notes Investor Certificates will be made upon presentation and surrender of 114 such Notes Investor Certificates at the office or offices therein designateddesignated (which, in the case of Bearer Certificates, shall be outside the United States), (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Notes Investor Certificates at the office or offices therein specified. The Issuer’s Servicer's notice to the Trustee in accordance with the preceding sentence shall be accompanied by an Officer’s 's Certificate setting forth the information specified in Article 6 V of this Base Indenture Agreement covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. The Trustee shall give such notice to the Transfer Agent and Registrar and the Paying Agent at the time such notice is given to such NoteholdersInvestor Certificateholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture Trust pursuant to Section 12.1 subsection 12.1(a) or the occurrence of the Series Termination Date with respect to any Series, all funds then on deposit in the Payment Collection Account or any Series Account applicable to the related Series shall continue to be held in trust for the benefit of the Noteholders Certificateholders of the related Series and the Paying Agent or the Trustee shall pay such funds to the Noteholders Certificateholders of the related Series upon surrender of their NotesCertificates (which surrenders and payments, in the case of Bearer Certificates, shall be made only outside the United States). In the event that all of the Noteholders Investor Certificateholders of any Series shall not surrender their Notes 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 (or, in the case of Bearer Certificates, publication notice) to the remaining Noteholders Investor Certificateholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes Certificates for cancellation and receive the final distribution with respect thereto. If within one and one-half years after the second notice with respect to a Series, all the Notes Investor Certificates of such Series 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 Noteholders Investor Certificateholders of such Series concerning surrender of their NotesCertificates, and the cost thereof 115 shall be paid out of the funds in the Payment Collection Account or any Series Account held for the benefit of such NoteholdersInvestor Certificateholders. The Trustee and the Paying Agent shall pay to the Issuer Transferor upon request any monies held by them for the payment of principal or interest which remains unclaimed for two (2) years. After such payment to the IssuerTransferor, Noteholders Investor Certificateholders entitled to the money any of such monies must look to the Issuer Transferor for payment as general creditors unless an applicable abandoned property Law law designates another Person. (c) All Notes Certificates surrendered for payment of the final distribution with respect to such Notes Certificates and cancellation shall be cancelled canceled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the IssuerTransferor.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Distribution Date upon which the Noteholders Investor Certificateholders of any Series may surrender their Notes Certificates for payment of the final payment distribution with respect to such Series and cancellation, shall be given (subject to at least two (2) Business Days’ ' prior notice from the Issuer Servicer to the Trustee) by the Trustee to Noteholders the Investor Certificateholders of such Series mailed not later than five (5) Business Days preceding the fifth day of the month of such final payment distribution (or or, in the manner provided case of the Holders of Bearer Certificates, by the Series Supplement relating to publication by the Trustee of a notice at least once in a newspaper of general circulation in Luxembourg (which newspaper shall be printed in the English language and customarily published on each business day in Luxembourg) and, so long as the Investor Certificates are listed on the Luxembourg Stock Exchange or other stock exchange and such Seriesexchange so requires, in Luxembourg or the location required by such other stock exchange) specifying (ia) the Payment Distribution Date (which shall be the Payment Distribution Date in the month (x) in which the deposit is made pursuant to Section 2.4, 9.2, 10.2 or 12.2(a) or such other section as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occurs) upon which final payment of such Notes Investor Certificates will be made upon presentation and surrender of such Notes Investor Certificates at the office or offices therein designateddesignated (which, in the case of Bearer Certificates, shall be outside the United States), (iib) the amount of any such final payment and (iiic) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Notes Investor Certificates at the office or offices therein specified. The Issuer’s Servicer's notice to the Trustee in accordance with the preceding sentence shall be accompanied by an Officer’s 's Certificate setting forth the information specified in Article 6 of this Base Indenture the applicable Supplement covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. The Trustee shall give such notice to the Transferor, the Transfer Agent and Registrar and the Paying Agent at the time such notice is given to such NoteholdersInvestor Certificateholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture Trust pursuant to Section 12.1 12.1(a) or the occurrence of the Stated Series Termination Date with respect to any Series, all funds then on deposit in the Payment Collection Account shall continue to be held in trust for the benefit of the Noteholders of the related Series Certificateholders and the Paying Agent or the Trustee shall pay such funds to the Noteholders of the related Series Certificateholders upon surrender of their NotesCertificates (which surrenders and payments, in the case of Bearer Certificates, shall be made only outside the United States). In the event that all of the Noteholders Investor Certificateholders of any such Series shall not surrender their Notes 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 (or, in the case of Bearer Certificates, publication notice) to the remaining Noteholders Investor Certificateholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes Certificates for cancellation and receive the final distribution with respect thereto. If within one and one-half years after the second notice with respect to a Series, all the Notes Investor Certificates of such Series shall not have been surrendered for cancellation, the Trustee may take appropriate steps steps, or may appoint an agent to take appropriate steps, to contact the remaining Noteholders Investor Certificateholders of such Series concerning surrender of their NotesCertificates, and the cost thereof shall be paid out of the funds in the Payment Account or any Series Collection Account held for the benefit of such NoteholdersInvestor Certificateholders. The Trustee and the Paying Agent shall pay or cause to be paid to the Issuer Transferor upon request any all monies held by them for the payment of principal or interest which remains remain unclaimed for after two (2) years. After such payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property Law designates another Person. (c) All Notes Certificates surrendered for payment of the final distribution with respect to such Notes Certificates and cancellation shall be cancelled canceled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the IssuerTransferor.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Date Business Day upon which the Noteholders Investor Certificateholders of any Series may surrender their Notes Investor Certificates for payment of the final payment distribution with respect to such Series and cancellation, shall be given (subject to at least two thirty (230) Business Daysdays’ prior written notice from the Issuer Servicer to the Trustee containing all information required for the Trustee’s notice or such shorter period as is acceptable to the Trustee) by the Trustee to Noteholders Investor Certificateholders of such Series mailed not later than five (5) Business Days preceding ten days prior to such final payment (or in the manner provided by the Series Supplement relating to such Series) distribution specifying (i) the Payment Date (which shall be the Payment Date in the month (x) in which the deposit is made as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occurs) Business Day upon which final payment of such Notes the Investor Certificates will be made upon presentation and surrender of such Notes Investor Certificates at the office or offices therein designated, designated and (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicablepayment, payments being made only upon presentation and surrender of the Notes Investor Certificates at the office or offices therein specified. The IssuerServicer’s notice to the Trustee in accordance with the preceding sentence shall be accompanied by an a Responsible Officer’s Certificate certificate setting forth the information specified in Article 6 Section 4.03 of this Base Indenture the Servicing Agreement covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distributionnotice. The Trustee shall give such notice to the Transfer Agent and Registrar and the Paying Agent at the time such notice is given to such NoteholdersInvestor Certificateholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture Trust pursuant to Section 12.1 subsection 9.01(a) or the occurrence of the Series Termination Date with respect to any SeriesSeries pursuant to Section 9.02, all funds then on deposit in the Payment Collection Account (but only to the extent necessary to pay all outstanding and unpaid amounts to Holders) shall continue to be held in trust for the benefit of the Noteholders of the related Series Holders and the Paying Agent or the Trustee shall pay such funds to the Noteholders of the related Series Investor Certificateholders upon surrender of their NotesInvestor Certificates in accordance with the terms hereof. Any Investor Certificate not surrendered on the date specified in subsection 9.03(a)(i) shall cease to accrue any interest provided for such Investor Certificate from and after such date. In the event that all of the Noteholders of any Series Investor Certificateholders shall not surrender their Notes Investor 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 Noteholders Investor Certificateholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes Investor Certificates for cancellation and receive the final distribution with respect thereto. If within one and one-half years year after the second notice with respect to a Series, all the Notes Investor Certificates of such Series shall not have been surrendered for cancellation, the Trustee may take appropriate steps steps, or may appoint an agent to take appropriate steps, to contact the remaining Noteholders Investor Certificateholders of such Series concerning surrender of their NotesInvestor Certificates, and the cost thereof shall be paid out of the funds in the Payment Account or any Series Collection Account held for the benefit of such NoteholdersInvestor Certificateholders. The Trustee and the Paying Agent shall pay to the Issuer Company upon request any monies held by them for the payment of principal or interest which that remains unclaimed for two (2) years. After years and neither the Trustee nor the Paying Agent shall be liable to any Investor Certificateholder for such payment to the IssuerCompany upon its request. After payment to the Company, Noteholders Holders entitled to the money must look to the Issuer Company for payment as general creditors unless an applicable abandoned property Law law designates another Person. (c) All Notes Investor Certificates surrendered for payment of the final distribution with respect to such Notes Investor Certificates and cancellation shall be cancelled canceled by the Transfer Agent and Registrar and be disposed of in a customary manner satisfactory to the Trustee and the IssuerTrustee.

Final Payment with Respect to Any Series. (a) Written notice of any termination, specifying the Payment Distribution Date upon which the Noteholders Investor Certificateholders of any Series may surrender their Notes Investor Certificates for payment of the final payment distribution with respect to such Series and cancellation, shall be given (subject to at least two (2) Business Days30 days’ prior written notice from the Issuer Master Servicer to the Trustee containing all information required for the Trustee’s notice or such shorter period as is acceptable to the Trustee) by the Trustee to Noteholders Investor Certificateholders of such Series mailed not later than five (5) Business Days preceding the fifth day of the month of such final payment (or in the manner provided by the Series Supplement relating to such Series) distribution specifying (i) the Payment Distribution Date (which shall be the Payment Date in the month (x) in which the deposit is made as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occurs) upon which final payment of such Notes the Investor Certificates will be made upon presentation and surrender of such Notes Investor Certificates at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Distribution Date is not applicable, payments being made only upon presentation and surrender of the Notes Investor Certificates at the office or offices therein specified. The IssuerMaster Servicer’s notice to the Trustee in accordance with the preceding sentence shall be accompanied by an a Responsible Officer’s Certificate certificate setting forth the information specified in Article 6 Section 4.03 of this Base Indenture the Servicing Agreement covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distributionnotice. The Trustee shall give such notice to the Transfer Agent and Registrar and the Paying Agent at the time such notice is given to such NoteholdersInvestor Certificateholders. (b) Notwithstanding the termination or discharge of the trust of the Indenture Trust pursuant to Section 12.1 9.01(a) or the occurrence of the Series Termination Date with respect to any SeriesSeries pursuant to Section 9.02, all funds then on deposit in the Payment Account Collection Accounts (but only to the extent necessary to pay all outstanding and unpaid amounts to Holders) shall continue to be held in trust for the benefit of the Noteholders of the related Series Holders and the Paying Agent or the Trustee shall pay such funds to the Noteholders of the related Series Investor Certificateholders upon surrender of their NotesInvestor Certificates in accordance with the terms hereof. Any Investor Certificate not surrendered on the date specified in Section 9.03(a)(i) shall cease to accrue any amounts due provided for such Investor Certificate from and after such date. In the event that all of the Noteholders of any Series Investor Certificateholders shall not surrender their Notes Investor 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 Noteholders Investor Certificateholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Notes Investor Certificates for cancellation and receive the final distribution with respect thereto. If within one and one-half years (1) year after the second notice with respect to a Series, all the Notes Investor Certificates of such Series shall not have been surrendered for cancellation, the Trustee may take appropriate steps steps, or may appoint an agent to take appropriate steps, to contact the remaining Noteholders Investor Certificateholders of such Series concerning surrender of their NotesInvestor Certificates, and the cost thereof shall be paid out of the funds in the Payment Account or any related Series Concentration Account held for the benefit of such NoteholdersInvestor Certificateholders. The Trustee and the Paying Agent shall pay pay, pro rata, to the Issuer holders of the Exchangeable Company Interest upon request any monies held by them for the payment of principal or interest which amounts due in respect thereof that remains unclaimed for two (2) yearsyears and neither the Trustee nor the Paying Agent shall be liable to any Investor Certificateholder for such payment to the Company upon its request. After such payment to the IssuerCompany, Noteholders Holders entitled to the money must look to the Issuer Company for payment as general creditors unless an applicable abandoned property Law law designates another Person. (c) All Notes Investor Certificates surrendered for payment of the final distribution with respect to such Notes Investor Certificates and cancellation shall be cancelled by the Transfer Agent and Registrar and be disposed of in a customary manner satisfactory to the Trustee and the IssuerTrustee.