Common use of Termination of Trust Clause in Contracts

Termination of Trust. (a) The Trust shall dissolve and be of no further force or effect: (i) upon the bankruptcy of the Sponsor; (ii) upon the filing of a certificate of dissolution or liquidation or its equivalent with respect to the Sponsor; or the revocation of the Sponsor’s charter and the expiration of 90 days after the date of revocation without a reinstatement thereof; (iii) following the distribution of a Like Amount of the Debentures to the Holders, provided that, the Property Trustee has received written notice from the Sponsor directing the Property Trustee to terminate the Trust (which direction is optional, and except as otherwise expressly provided below, within the discretion of the Sponsor) and provided, further, that such direction and such distribution is conditioned on (a) the receipt by the Sponsor of any required regulatory approvals, and (b) the Administrative Trustees’ receipt of an opinion of independent tax counsel experienced in such matters, which opinion may rely on public or private rulings of the Internal Revenue Service, to the effect that the Holders of the Capital Securities will not recognize any gain or loss for United States federal income tax purposes as a result of the dissolution of the Trust and the distribution of Debentures; (iv) upon the entry of a decree of judicial dissolution of the Trust by a court of competent jurisdiction; (v) when all of the Securities shall have been called for redemption and the amounts necessary for redemption thereof shall have been paid to the Holders in accordance with the terms of the Securities; (vi) upon the redemption or repayment of the Debentures or at such time as no Debentures are outstanding; or (vii) the expiration of the term of the Trust provided in Section 3.14. (b) As soon as is practicable upon completion of winding up of the Trust following the occurrence of an event referred to in Section 8.1(a), the Administrative Trustees shall file a certificate of cancellation with the Secretary of State of the State of Delaware in accordance with the Statutory Trust Act. (c) The provisions of Section 3.9 and Article X shall survive the termination of the Trust.

Termination of Trust. (a) The Trust created by this Agreement shall dissolve and be upon the earliest of no further force or effect: (i) upon the bankruptcy maturity or other liquidation of the Sponsor; last Contract and related Transferred Assets, and the subsequent distribution of amounts in respect of such Transferred Assets as provided in the Transaction Documents, or (ii) upon the filing of a certificate of dissolution or liquidation or its equivalent with respect payment to the Sponsor; or the revocation Noteholders and any other party entitled thereto of the Sponsor’s charter and entire outstanding principal balance of the expiration of 90 days after Notes, together with accrued interest thereon to the date of revocation without a reinstatement thereof; repayment, and all other amounts required to be paid to such parties or to which such parties are entitled pursuant to this Agreement, the Pooling Agreement and the other Transaction Documents, or (iii) following at the distribution of a Like Amount time provided in Section 9.02 below; provided that the rights to indemnification under Section 8.02 shall survive the dissolution and termination of the Debentures Trust. The Servicer shall promptly notify the Owner Trustee and the Administrative Agent of any prospective dissolution pursuant to the Holders, this Section 9.01. Except as provided thatin Section 9.02, the Property Trustee has received written notice from bankruptcy, liquidation, dissolution, termination, resignation, expulsion, withdrawal, death or incapacity of the Sponsor directing the Property Trustee Equity Certificateholder, shall not (x) operate to terminate this Agreement or the Trust Trust, nor (which direction is optional, and except as otherwise expressly provided below, within the discretion y) entitle such Equity Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Sponsor) and provided, further, that such direction and such distribution is conditioned on (a) the receipt by the Sponsor of all or any required regulatory approvals, and (b) the Administrative Trustees’ receipt of an opinion of independent tax counsel experienced in such matters, which opinion may rely on public or private rulings of the Internal Revenue Service, to the effect that the Holders of the Capital Securities will not recognize any gain or loss for United States federal income tax purposes as a result of the dissolution part of the Trust or Trust Assets, nor (z) otherwise affect the rights, obligations and the distribution of Debentures; (iv) upon the entry of a decree of judicial dissolution liabilities of the Trust by a court of competent jurisdiction; (v) when all of the Securities shall have been called for redemption and the amounts necessary for redemption thereof shall have been paid to the Holders in accordance with the terms of the Securities; (vi) upon the redemption or repayment of the Debentures or at such time as no Debentures are outstanding; or (vii) the expiration of the term of the Trust provided in Section 3.14parties hereto. (b) As soon Except as provided in Section 9.01(a), neither the Trust Depositor nor the Equity Certificateholder shall be entitled to revoke or terminate the Trust. (c) Promptly upon receipt of notice of final distribution on the Equity Certificate from the Servicer given pursuant to Section 10.01 of the Pooling Agreement, the Owner Trustee shall mail written notice to the Equity Certificateholder specifying (i) the Payment Date upon which final payment of the Equity Certificate shall be made upon presentation and surrender of Equity Certificate at the office of the Owner Trustee as therein specified, (ii) the amount of any such final payment, and (iii) that the Record Date otherwise applicable to such Payment Date is practicable not applicable, payments being made only upon presentation and surrender of the Equity Certificate at the office of the Owner Trustee therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Equity Certificateholder. Upon presentation and surrender of the Equity Certificate to the Owner Trustee, the Owner Trustee shall direct the Indenture Trustee to distribute to the Equity Certificateholder amounts distributable on such Payment Date. (d) In the event that the Equity Certificateholder shall not surrender the Equity Certificate for cancellation within six months after the date specified in the above-mentioned written notice, the Owner Trustee shall give a second written notice to the Equity Certificateholder to surrender the Equity Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Equity Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Equity Certificateholder concerning surrender of the Equity Certificate, and the cost thereof shall be paid out of the funds and other assets that remain subject to this Agreement. Any funds which are payable to the Equity Certificateholder remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Trust Depositor. (e) Upon the completion of winding up of the Trust following the occurrence of an event referred to in Section 8.1(a)its dissolution, the Administrative Trustees Owner Trustee shall file cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State of the State of Delaware in accordance with the Statutory Trust Act. (c) The provisions of Section 3.9 and Article X shall survive the termination 3810 of the TrustStatutory Trust Statute, and upon the effectiveness thereof, this Agreement and the Trust shall be terminated.

Termination of Trust. (a) The Trust created by this Agreement shall dissolve and be upon the earliest of no further force or effect: (i) upon the bankruptcy maturity or other liquidation of the Sponsor; last Contract and related Transferred Assets, and the subsequent distribution of amounts in respect of such Transferred Assets as provided in the Transaction Documents, or (ii) upon the filing of a certificate of dissolution or liquidation or its equivalent with respect payment to the Sponsor; or the revocation Noteholders and any other party entitled thereto of the Sponsor’s charter and entire outstanding principal balance of the expiration of 90 days after Notes, together with accrued interest thereon to the date of revocation without a reinstatement thereof; repayment, and all other amounts required to be paid to such parties or to which such parties are entitled pursuant to this Agreement, the Pooling Agreement and the other Transaction Documents, or (iii) following at the distribution of a Like Amount time provided in Section 9.02 below; provided that the rights to indemnification under Section 8.02 shall survive the dissolution and termination of the Debentures Trust. The Servicer shall promptly notify the Owner Trustee and the Administrative Agent of any prospective dissolution pursuant to the Holders, this Section 9.01. Except as provided thatin Section 9.02, the Property Trustee has received written notice from bankruptcy, liquidation, dissolution, termination, resignation, expulsion, withdrawal, death or incapacity of the Sponsor directing the Property Trustee Equity Certificateholder, shall not (x) operate to terminate this Agreement or the Trust Trust, nor (which direction is optional, and except as otherwise expressly provided below, within the discretion y) entitle such Equity Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Sponsor) and provided, further, that such direction and such distribution is conditioned on (a) the receipt by the Sponsor of all or any required regulatory approvals, and (b) the Administrative Trustees’ receipt of an opinion of independent tax counsel experienced in such matters, which opinion may rely on public or private rulings of the Internal Revenue Service, to the effect that the Holders of the Capital Securities will not recognize any gain or loss for United States federal income tax purposes as a result of the dissolution part of the Trust or Trust Assets, nor (z) otherwise affect the rights, obligations and the distribution of Debentures; (iv) upon the entry of a decree of judicial dissolution liabilities of the Trust by a court of competent jurisdiction; (v) when all of the Securities shall have been called for redemption and the amounts necessary for redemption thereof shall have been paid to the Holders in accordance with the terms of the Securities; (vi) upon the redemption or repayment of the Debentures or at such time as no Debentures are outstanding; or (vii) the expiration of the term of the Trust provided in Section 3.14parties hereto. (b) As soon Except as provided in Section 9.01(a), neither the Trust Depositor nor the Equity Certificateholder shall be entitled to revoke or terminate the Trust. (c) Promptly upon receipt of notice of final distribution on the Equity Certificate from the Servicer given pursuant to Section 10.01 of the Pooling Agreement, the Owner Trustee shall mail written notice to the Equity Certificateholder specifying (i) the Payment Date upon which final payment of the Equity Certificate shall be made upon presentation and surrender of Equity Certificate at the office of the Owner Trustee as therein specified, (ii) the amount of any such final payment, and (iii) that the Record Date otherwise applicable to such Payment Date is practicable not applicable, payments being made only upon presentation and surrender of the Equity Certificate at the office of the Owner Trustee therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Equity Certificateholder. Upon presentation and surrender of the Equity Certificate to the Owner Trustee, the Owner Trustee shall direct the Indenture Trustee to distribute to the Equity Certificateholder amounts distributable on such Payment Date. (d) In the event that the Equity Certificateholder shall not surrender the Equity Certificate for cancellation within six months after the date specified in the above-mentioned written notice, the Owner Trustee shall give a second written notice to the Equity Certificateholder to surrender the Equity Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Equity Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Equity Certificateholder concerning surrender of the Equity Certificate, and the cost thereof shall be paid out of the funds and other assets that remain subject to this Agreement. Any funds which are payable to the Equity Certificateholder remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Trust Depositor. (e) Upon the completion of winding up of the Trust in accordance with the Delaware Statutory Trust Act following the occurrence of an event referred to in Section 8.1(a)its dissolution, the Administrative Trustees Owner Trustee shall file cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State of the State of Delaware in accordance with the provisions of Section 3810 of the Delaware Statutory Trust Act, and upon the effectiveness thereof, this Agreement and the Trust shall be terminated. (c) The provisions of Section 3.9 and Article X shall survive the termination of the Trust.

Termination of Trust. (a) The respective obligations and responsibilities of the Trust Depositor and the Owner Trustee created by this Agreement and the Trust created by this Agreement shall dissolve and be terminate upon the earliest of no further force or effect: (i) upon the bankruptcy maturity or other liquidation of the Sponsor; last Contract and related Transferred Assets, and the subsequent distribution of amounts in respect of such Transferred Assets as provided in the Transaction Documents, or (ii) upon the filing of a certificate of dissolution or liquidation or its equivalent with respect payment to the Sponsor; or the revocation Noteholders and any other party entitled thereto of the Sponsor’s charter entire outstanding principal balance of the Notes, together with accrued interest thereon to the date of repayment, and all other amounts required to be paid to such parties or to which such parties are entitled pursuant to this Agreement, the Pooling Agreement and the other Transaction Documents, or (iii) at the time provided in Section 9.02 below; provided, however, that in no event shall the trust created by this Agreement continue beyond the expiration of 90 days after 21 years from the death of the last survivor of the descendants living on the date of revocation without a reinstatement thereof; (iii) following the distribution this Agreement of a Like Amount ▇▇▇▇ ▇▇▇▇▇▇▇ of the Debentures to the Holders, provided that, the Property Trustee has received written notice from the Sponsor directing the Property Trustee to terminate the Trust (which direction is optional, and except as otherwise expressly provided below, within the discretion Commonwealth of the Sponsor) Massachusetts; and provided, further, that such direction the rights to indemnification under Section 8.02 shall survive the termination of the Trust. The Servicer shall promptly notify the Owner Trustee and such distribution is conditioned on (a) the receipt by the Sponsor Administrative Agent of any required regulatory approvalsprospective termination pursuant to this Section 9.01. Except as provided in Section 9.02, and (b) the Administrative Trustees’ receipt of an opinion of independent tax counsel experienced in such mattersbankruptcy, which opinion may rely on public liquidation, dissolution, termination, resignation, expulsion, withdrawal, death or private rulings incapacity of the Internal Revenue ServiceEquity Certificateholder, shall not (x) operate to terminate this Agreement or the effect that the Holders Trust, nor (y) entitle such Equity Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Capital Securities will not recognize all or any gain or loss for United States federal income tax purposes as a result of the dissolution part of the Trust or Trust Assets, nor (z) otherwise affect the rights, obligations and the distribution of Debentures; (iv) upon the entry of a decree of judicial dissolution liabilities of the Trust by a court of competent jurisdiction; (v) when all of the Securities shall have been called for redemption and the amounts necessary for redemption thereof shall have been paid to the Holders in accordance with the terms of the Securities; (vi) upon the redemption or repayment of the Debentures or at such time as no Debentures are outstanding; or (vii) the expiration of the term of the Trust provided in Section 3.14parties hereto. (b) As soon Except as provided in Section 9.01(a), neither the Trust Depositor nor the Equity Certificateholder shall be entitled to revoke or terminate the Trust. (c) Promptly upon receipt of notice of final distribution on the Equity Certificate from the Servicer given pursuant to Section 10.01 of the Pooling Agreement, the Owner Trustee shall mail written notice to the Equity Certificateholder specifying (i) the Payment Date upon which final payment of the Equity Certificate shall be made upon presentation and surrender of Equity Certificate at the office of the Owner Trustee as therein specified, (ii) the amount of any such final payment, and (iii) that the Record Date otherwise applicable to such Payment Date is practicable not applicable, payments being made only upon completion presentation and surrender of the Equity Certificate at the office of the Owner Trustee therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Equity Certificateholder. Upon presentation and surrender of the Equity Certificate, the Owner Trustee shall cause to be distributed to Equity Certificateholder amounts distributable on such Payment Date pursuant to Section 5.02. (d) In the event that the Equity Certificateholder shall not surrender the Equity Certificate for cancellation within six months after the date specified in the above-mentioned written notice, the Owner Trustee shall give a second written notice to the Equity Certificateholder to surrender the Equity Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Equity Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Equity Certificateholder concerning surrender of the Equity Certificate, and the cost thereof shall be paid out of the funds and other assets that remain subject to this Agreement. Any funds which are payable to the Equity Certificateholder remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Trust Depositor. (e) Upon the winding up of the Trust following the occurrence of an event referred to in Section 8.1(a)and its termination, the Administrative Trustees Owner Trustee shall file cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State of the State of Delaware in accordance with the Statutory Trust Act. (c) The provisions of Section 3.9 and Article X shall survive the termination 3810 of the TrustBusiness Trust Statute.

Termination of Trust. (a) The Trust shall dissolve and be of no further force or effect: (i) upon the bankruptcy of the Sponsor; (ii) upon the filing of a certificate of dissolution or liquidation or its equivalent with respect to the Sponsor; or the revocation of the Sponsor’s 's charter and the expiration of 90 days after the date of revocation without a reinstatement thereof; (iii) following the distribution of a Like Amount of the Debentures to the Holders, provided that, the Property Trustee has received written notice from the Sponsor directing the Property Trustee to terminate the Trust (which direction is optional, and except as otherwise expressly provided below, within the discretion of the Sponsor) and provided, further, that such direction and such distribution is conditioned on (a) the receipt by the Sponsor of any required regulatory approvals, and (b) the Administrative Trustees’ ' receipt of an opinion of independent tax counsel experienced in such matters, which opinion may rely on public or private rulings of the Internal Revenue Service, to the effect that the Holders of the Capital Securities will not recognize any gain or loss for United States federal income tax purposes as a result of the dissolution of the Trust and the distribution of Debentures; (iv) upon the entry of a decree of judicial dissolution of the Trust by a court of competent jurisdiction; (v) when all of the Securities shall have been called for redemption and the amounts necessary for redemption thereof shall have been paid to the Holders in accordance with the terms of the Securities; (vi) upon the redemption or repayment of the Debentures or at such time as no Debentures are outstanding; or (vii) the expiration of the term of the Trust provided in Section 3.14. (b) As soon as is practicable upon completion of winding up of the Trust following the occurrence of an event referred to in Section 8.1(a), the Administrative Trustees shall file a certificate of cancellation with the Secretary of State of the State of Delaware in accordance with the Statutory Trust Act. (c) The provisions of Section 3.9 and Article X shall survive the termination of the Trust.

Termination of Trust. (a) The Trust shall dissolve respective obligations and be of no further force or effect: (i) upon the bankruptcy responsibilities of the Sponsor; Grantor, the Administrator and the Trustee created hereby (iiother than the obligation of the Trustee to make payments to Beneficiaries as hereafter set forth) upon the filing of a certificate of dissolution or liquidation or its equivalent shall terminate, except with respect to the Sponsorduties described in subsection 10.2(b), upon the earlier of (i) September 20, 2007, unless extended as provided herein (such date as extended, if applicable, is referred to as the “Final Trust Termination Date”); or (ii) the revocation of day following any Payment Date on or after 5 years from the Sponsor’s charter and the expiration of 90 days after the initial date of revocation without a reinstatement thereof; this Agreement if there have been no Net Royalties for six consecutive calendar quarters immediately proceeding such Payment Date; or (iii) the day following the distribution of a Like Amount Payment Date for the quarter period in which the last of the Debentures Royalty Contracts has been terminated or Grantor, Administrator and Trustee shall each agree that all Royalty Rights and remedies to the Holders, provided that, the Property Trustee has received written notice from the Sponsor directing the Property Trustee to terminate the Trust (which direction is optional, and except as otherwise expressly provided below, within the discretion of the Sponsor) and provided, further, that enforce such direction and such distribution is conditioned on (a) the receipt by the Sponsor of any required regulatory approvals, and (b) the Administrative Trustees’ receipt of an opinion of independent tax counsel experienced in such matters, which opinion may rely on public or private rulings of the Internal Revenue Service, to the effect that the Holders of the Capital Securities will not recognize any gain or loss for United States federal income tax purposes as a result of the dissolution of the Trust and the distribution of Debentures; (iv) upon the entry of a decree of judicial dissolution of the Trust by a court of competent jurisdiction; (v) when all of the Securities shall rights have been called for redemption and the amounts necessary for redemption thereof shall reasonably exhausted or have been paid to the Holders in accordance with the terms of the Securities; (vi) upon the redemption or repayment of the Debentures or at such time as no Debentures are outstanding; or (vii) the expiration of the term of the Trust provided in Section 3.14commercially reasonable value. (b) As soon The Final Trust Termination Date shall be extended for one (1) or more 3-year extension periods (or such shorter or longer period as is practicable upon completion of winding up of may be allowed by “no action” assurances obtained by the Trust following Administrator from the occurrence of an event referred to in Section 8.1(aSecurities and Exchange Commission (“SEC”), ) provided the Administrative Trustees shall file Trustee has received from Administrator a certificate certifying to the best of cancellation knowledge of such Administrator that (i) Royalty Rights have commercially reasonable value and that collections with respect to the Secretary Royalty Rights are reasonably expected to exceed the Trustee’s fee and other costs and expenses of State of the State of Delaware in accordance with the Statutory Trust Act. (c) The provisions of Section 3.9 and Article X shall survive the termination of administering the Trust; and (ii) a “no action” assurance has been obtained from the SEC in reasonable and customary form acknowledging that the SEC will not recommend enforcement action if the Final Trust Termination Date is extended for such additional period.

Termination of Trust. (a) The Trust shall dissolve and its affairs shall be wound up upon the first of no further force or effectthe following to occur: (i) upon the bankruptcy of the Sponsor; (iiother than in connection with a merger, consolidation or similar transaction not prohibited by this Agreement or any Trust Property) upon the filing of a certificate of dissolution or liquidation or its equivalent with respect to the Sponsor; or the revocation of the Sponsor’s 's charter and the expiration of 90 days after the date of revocation without a reinstatement thereof; (ii) upon the bankruptcy of the Sponsor or the Trust; (iii) following upon the entry of a decree of judicial dissolution of the Trust; (iv) when all the Securities shall have been called for redemption, repayment, conversion or exchange and the amounts necessary for redemption, repayment, conversion or exchange thereof shall have been distributed to the Holders in accordance with the terms of this Agreement and the Securities; (v) upon the liquidation of the Trust and the distribution of a Like Amount of the Debentures to the HoldersHolders of all amounts they are required to receive in accordance with the terms of this Agreement and the Securities, provided that, that the Property Trustee has received written notice from the Sponsor directing the Property Trustee to terminate dissolve the Trust (which direction is optionaloptional and, and except as otherwise expressly provided belowherein, within the discretion of the Sponsor) ), and provided, further, that such direction and such distribution dissolution is conditioned on (a) the receipt by the Sponsor of any required regulatory approvals, and (b) the Administrative Trustees’ ' receipt of an opinion of an independent tax counsel experienced in such matters, which opinion may rely on public or private rulings of the Internal Revenue Service, matters to the effect that the Holders of the Capital Securities will not recognize any gain or loss for United States federal Federal income tax purposes as a result of the dissolution of the Trust and the distribution of the Debentures; (iv) upon the entry of a decree of judicial dissolution of the Trust by a court of competent jurisdiction; (v) when all of the Securities shall have been called for redemption and the amounts necessary for redemption thereof shall have been paid to the Holders in accordance with the terms of the Securities; (vi) upon the redemption or repayment of the Debentures or at such time as no Debentures are outstanding; or (vii) the expiration of the term of the Trust provided in Section 3.143.13 of this Agreement; and (vii) any other event specified in the Terms and Conditions. (b) As soon as is practicable upon completion of winding up of the Trust following after the occurrence of an event referred to in Section 8.1(a)) and upon completion of the winding-up of the Trust, the Administrative Trustees shall file a certificate of cancellation of the Certificate of Trust of the Trust shall be filed with the Secretary of State of the State of Delaware in accordance with the Delaware Statutory Trust Act. (c) The provisions of Section 3.9 4.4 and Article X shall survive the termination of the Trust.

Termination of Trust. (a) The Trust created by this Agreement shall dissolve and be upon the earliest of no further force or effect: (i) upon the bankruptcy maturity or other liquidation of the Sponsor; last Contract and related Transferred Assets, and the subsequent distribution of amounts in respect of such Transferred Assets as provided in the Transaction Documents, or (ii) upon the filing of a certificate of dissolution or liquidation or its equivalent with respect payment to the Sponsor; or the revocation Noteholders and any other party entitled thereto of the Sponsor’s charter entire outstanding principal balance of the Notes, together with accrued and the expiration of 90 days after unpaid interest thereon to the date of revocation without a reinstatement thereof; repayment, and all other amounts required to be paid to such parties or to which such parties are entitled pursuant to this Agreement, the Pooling Agreement and the other Transaction Documents, or (iii) following at the distribution of a Like Amount time provided in Section 9.02 below; provided that the rights to indemnification under Section 8.02 shall survive the dissolution and termination of the Debentures Trust. The Servicer shall promptly notify the Owner Trustee and the Administrative Agent of any prospective dissolution pursuant to the Holders, this Section 9.01. Except as provided thatin Section 9.02, the Property Trustee has received written notice from bankruptcy, liquidation, dissolution, termination, resignation, expulsion, withdrawal, death or incapacity of the Sponsor directing the Property Trustee Equity Certificateholder, shall not (x) operate to terminate this Agreement or the Trust Trust, nor (which direction is optional, and except as otherwise expressly provided below, within the discretion y) entitle such Equity Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Sponsor) and provided, further, that such direction and such distribution is conditioned on (a) the receipt by the Sponsor of all or any required regulatory approvals, and (b) the Administrative Trustees’ receipt of an opinion of independent tax counsel experienced in such matters, which opinion may rely on public or private rulings of the Internal Revenue Service, to the effect that the Holders of the Capital Securities will not recognize any gain or loss for United States federal income tax purposes as a result of the dissolution part of the Trust or Trust Assets, nor (z) otherwise affect the rights, obligations and the distribution of Debentures; (iv) upon the entry of a decree of judicial dissolution liabilities of the Trust by a court of competent jurisdiction; (v) when all of the Securities shall have been called for redemption and the amounts necessary for redemption thereof shall have been paid to the Holders in accordance with the terms of the Securities; (vi) upon the redemption or repayment of the Debentures or at such time as no Debentures are outstanding; or (vii) the expiration of the term of the Trust provided in Section 3.14parties hereto. (b) As soon Except as provided in Section 9.01(a), neither the Depositor nor the Equity Certificateholder shall be entitled to revoke or terminate the Trust. (c) Promptly upon receipt of notice of final distribution on the Equity Certificate from the Servicer given pursuant to Section 10.01 of the Pooling Agreement, the Paying Agent shall mail written notice to the Equity Certificateholder specifying (i) the Payment Date upon which final payment of the Equity Certificate shall be made upon presentation and surrender of Equity Certificate at the office of the Paying Agent as therein specified, (ii) the amount of any such final payment, and (iii) that the Record Date otherwise applicable to such Payment Date is practicable not applicable, payments being made only upon presentation and surrender of the Equity Certificate at the office of the Paying Agent therein specified. The Paying Agent shall give such notice to the Certificate Registrar (if other than the Owner Trustee) at the time such notice is given to Equity Certificateholder. Upon presentation and surrender of the Equity Certificate to the Certificate Registrar, the Paying Agent shall direct the Indenture Trustee to distribute to the Equity Certificateholder amounts distributable on such Payment Date. (d) In the event that the Equity Certificateholder shall not surrender the Equity Certificate for cancellation within six months after the date specified in the abovementioned written notice, the Paying Agent shall give a second written notice to the Equity Certificateholder to surrender the Equity Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Equity Certificate shall not have been surrendered for cancellation, the Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Equity Certificateholder concerning surrender of the Equity Certificate, and the cost thereof shall be paid out of the funds and other assets that remain subject to this Agreement. Any funds which are payable to the Equity Certificateholder remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor. (e) Upon the completion of winding up of the Trust in accordance with the Delaware Statutory Trust Act following the occurrence of an event referred to in Section 8.1(a)its dissolution, the Administrative Trustees Owner Trustee and the Delaware Trustee shall file cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State of the State of Delaware in accordance with the provisions of Section 3810 of the Delaware Statutory Trust Act, and upon the effectiveness thereof, this Agreement and the Trust shall be terminated. (c) The provisions of Section 3.9 and Article X shall survive the termination of the Trust.

Termination of Trust. (a) The Trust created by this Agreement shall dissolve and be upon the earliest of no further force or effect: (i) upon the bankruptcy maturity or other liquidation of the Sponsor; last Contract and related Transferred Assets, or (ii) upon the filing of a certificate of dissolution or liquidation or its equivalent with respect payment to the Sponsor; or the revocation Noteholders and any other party entitled thereto of the Sponsor’s charter and entire outstanding principal balance of the expiration of 90 days after Notes, together with accrued interest thereon to the date of revocation without a reinstatement thereof; repayment, and all other amounts required to be paid to such parties or to which such parties are entitled pursuant to this Agreement, the Pooling Agreement and the other Transaction Documents, or (iii) following at the distribution of a Like Amount time provided in Section 9.02 below; provided that the rights to indemnification under Section 8.02 shall survive the dissolution and termination of the Debentures Trust. The Servicer shall promptly notify the Owner Trustee and the Administrator of any prospective dissolution pursuant to the Holders, this Section 9.01. Except as provided thatin Section 9.02, the Property Trustee has received written notice from bankruptcy, liquidation, dissolution, termination, resignation, expulsion, withdrawal, death or incapacity of the Sponsor directing the Property Trustee Equity Certificateholder, shall not (x) operate to terminate this Agreement or the Trust Trust, nor (which direction is optional, and except as otherwise expressly provided below, within the discretion y) entitle such Equity Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Sponsor) and provided, further, that such direction and such distribution is conditioned on (a) the receipt by the Sponsor of all or any required regulatory approvals, and (b) the Administrative Trustees’ receipt of an opinion of independent tax counsel experienced in such matters, which opinion may rely on public or private rulings of the Internal Revenue Service, to the effect that the Holders of the Capital Securities will not recognize any gain or loss for United States federal income tax purposes as a result of the dissolution part of the Trust or Trust Assets, nor (z) otherwise affect the rights, obligations and the distribution of Debentures; (iv) upon the entry of a decree of judicial dissolution liabilities of the Trust by a court of competent jurisdiction; (v) when all of the Securities shall have been called for redemption and the amounts necessary for redemption thereof shall have been paid to the Holders in accordance with the terms of the Securities; (vi) upon the redemption or repayment of the Debentures or at such time as no Debentures are outstanding; or (vii) the expiration of the term of the Trust provided in Section 3.14parties hereto. (b) As soon Except as provided in Section 9.01(a), neither the Trust Depositor nor the Equity Certificateholder shall be entitled to revoke or terminate the Trust. (c) Promptly upon receipt of notice of final distribution on the Equity Certificate from the Servicer given pursuant to Section 10.01 of the Pooling Agreement, the Certificate Registrar shall mail written notice to the Equity Certificateholder specifying (i) the Payment Date upon which final payment of the Equity Certificate shall be made upon presentation and surrender of Equity Certificate at the office of the Certificate Registrar as therein specified, (ii) the amount of any such final payment, and (iii) that the Record Date otherwise applicable to such Payment Date is practicable not applicable, payments being made only upon presentation and surrender of the Equity Certificate at the office of the Certificate Registrar therein specified. The Certificate Registrar shall give such notice to the Certificate Registrar (if other than the Certificate Registrar) and the Paying Agent at the time such notice is given to Equity Certificateholder. Upon presentation and surrender of the Equity Certificate to the Certificate Registrar, the Certificate Registrar shall direct the Indenture Trustee to distribute to the Equity Certificateholder amounts distributable on such Payment Date. (d) In the event that the Equity Certificateholder shall not surrender the Equity Certificate for cancellation within six months after the date specified in the above-mentioned written notice, the Certificate Registrar shall give a second written notice to the Equity Certificateholder to surrender the Equity Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Equity Certificate shall not have been surrendered for cancellation, the Certificate Registrar may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Equity Certificateholder concerning surrender of the Equity Certificate, and the cost thereof shall be paid out of the funds and other assets that remain subject to this Agreement. Any funds which are payable to the Equity Certificateholder remaining in the Trust after exhaustion of such remedies shall be distributed by the Certificate Registrar to the Trust Depositor. (e) Upon the completion of winding up of the Trust in accordance with the Statutory Trust Statute following the occurrence of an event referred to in Section 8.1(a)its dissolution, the Administrative Trustees Owner Trustee shall file cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State of the State of Delaware in accordance with the Statutory Trust Act. (c) The provisions of Section 3.9 and Article X shall survive the termination 3810 of the TrustStatutory Trust Statute, and upon the effectiveness thereof, this Agreement and the Trust shall be terminated.

Termination of Trust. (a) The Trust shall dissolve and its affairs shall be wound up upon the first of no further force or effectthe following to occur: (i) the expiration of the term of the Trust provided in Section 3.13 of this Agreement; (ii) upon the bankruptcy of the SponsorSponsor or the Trust; (iiiii) (other than in connection with a merger, consolidation or similar transaction not prohibited by this Agreement or any Trust Property) upon the filing of a certificate of dissolution or liquidation or its equivalent with respect to the Sponsor; or ; (iv) upon the vote of the Holders of at least a Majority in liquidation amount of the Securities, voting together as a single class to dissolve the Trust; (v) the revocation of the Sponsor’s 's charter and the expiration of 90 days after the date of revocation without a reinstatement thereof; (iiivi) following upon the distribution of a Like Amount to the Holders of the Debentures and all other amounts they are required to receive in accordance with the Holdersterms of this Agreement and the Securities, provided that, that the Property Trustee has received written notice from the Sponsor directing the Property Trustee to terminate dissolve the Trust (which direction is optionaloptional and, and except as otherwise expressly provided belowherein, within the discretion of the Sponsor) and provided, further, that such direction and such distribution is conditioned on (a) the receipt by the Sponsor of any required regulatory approvals, and (b) the Administrative Trustees’ receipt of an opinion of independent tax counsel experienced in such matters, which opinion may rely on public or private rulings of the Internal Revenue Service, to the effect that the Holders of the Capital Securities will not recognize any gain or loss for United States federal income tax purposes as a result of the dissolution of the Trust and the distribution of Debentures;), (ivvii) upon the entry of a decree of judicial dissolution of the Trust by a court of competent jurisdictionSponsor or the Trust; (vviii) when all of the Securities shall have been called for redemption and the amounts necessary for redemption thereof shall have been paid distributed to the Holders in accordance with the terms of this Agreement and the Securities;; and (viix) upon any other event specified in the redemption or repayment of the Debentures or at such time as no Debentures are outstanding; or (vii) the expiration of the term of the Trust provided in Section 3.14Terms and Conditions. (b) As soon as is practicable upon completion of winding up of the Trust following after the occurrence of an event referred to in Section 8.1(a)) and upon completion of the winding-up of the Trust, the Administrative Trustees shall file a certificate of cancellation of the Certificate of Trust of the Trust shall be filed with the Secretary of State of the State of Delaware in accordance with the Statutory Business Trust Act. (c) The provisions of Section 3.9 4.4 and Article X shall survive the termination of the Trust.

Termination of Trust. (a) The Trust shall dissolve and be of no further force or effectautomatically terminate: (i) upon the bankruptcy of the Sponsor; (ii) upon the filing of a certificate of dissolution or liquidation or its equivalent with respect to the Sponsor; or the revocation of the Sponsor’s 's charter and the expiration of 90 days after the date of revocation without a reinstatement thereof; (iii) following the distribution of a Like Amount of the Debentures to the Holders, provided that, the Property Trustee has received written notice from the Sponsor directing the Property Trustee to terminate the Trust (which direction is optional, and except as otherwise expressly provided below, within the discretion of the Sponsor) and provided, further, that such direction and such distribution is conditioned on (ai) the receipt by the Sponsor or the Trust, as the case requires, of any required regulatory approvalsapproval, and (bii) the Administrative Trustees’ ' receipt of an opinion of an independent tax counsel experienced in such mattersmatters (a "No Recognition Opinion"), which opinion may rely on public or private published rulings of the Internal Revenue Service, to the effect that the Holders of the Capital Securities will not recognize any gain or loss for United States federal income tax purposes as a result of the dissolution of the Trust and the distribution of Debentures; (iv) upon the entry of a decree of judicial dissolution of the Trust by a court of competent jurisdiction; (v) when all of the Securities shall have been called for redemption and the amounts necessary for redemption thereof shall have been paid to the Holders in accordance with the terms of the Securities; (vi) upon the redemption or repayment of the Debentures or at such time as no Debentures are outstanding; or (vii) the expiration of the term of the Trust provided in Section 3.14. (b) As soon as is practicable upon completion of winding up of the Trust following after the occurrence of an event referred to in Section 8.1(a), the Administrative Trustees shall file a certificate of cancellation with the Secretary of State of the State of Delaware in accordance with the Statutory Trust ActDelaware. (c) The provisions of Section 3.9 and Article X shall survive the termination of the Trust.

Termination of Trust. (a) The Trust created by this Agreement shall dissolve and be upon the earliest of no further force or effect: (i) upon the bankruptcy maturity or other liquidation of the Sponsor; last Contract and related Transferred Assets, and the subsequent distribution of amounts in respect of such Transferred Assets as provided in the Transaction Documents, or (ii) upon the filing of a certificate of dissolution or liquidation or its equivalent with respect payment to the Sponsor; or the revocation Noteholders and any other party entitled thereto of the Sponsor’s charter and entire outstanding principal balance of the expiration of 90 days after Notes, together with accrued interest thereon to the date of revocation without a reinstatement thereof; repayment, and all other amounts required to be paid to such parties or to which such parties are entitled pursuant to this Agreement, the Pooling Agreement and the other Transaction Documents, or (iii) following at the distribution of a Like Amount time provided in Section 9.02 below; provided that the rights to indemnification under Section 8.02 shall survive the dissolution and termination of the Debentures Trust. The Servicer shall promptly notify the Owner Trustee and the Administrative Agent of any prospective dissolution pursuant to the Holders, this Section 9.01. Except as provided thatin Section 9.02, the Property Trustee has received written notice from bankruptcy, liquidation, dissolution, termination, resignation, expulsion, withdrawal, death or incapacity of the Sponsor directing the Property Trustee Equity Certificateholder, shall not (x) operate to terminate this Agreement or the Trust Trust, nor (which direction is optional, and except as otherwise expressly provided below, within the discretion y) entitle such Equity Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Sponsor) and provided, further, that such direction and such distribution is conditioned on (a) the receipt by the Sponsor of all or any required regulatory approvals, and (b) the Administrative Trustees’ receipt of an opinion of independent tax counsel experienced in such matters, which opinion may rely on public or private rulings of the Internal Revenue Service, to the effect that the Holders of the Capital Securities will not recognize any gain or loss for United States federal income tax purposes as a result of the dissolution part of the Trust or Trust Assets, nor (z) otherwise affect the rights, obligations and the distribution of Debentures; (iv) upon the entry of a decree of judicial dissolution liabilities of the Trust by a court of competent jurisdiction; (v) when all of the Securities shall have been called for redemption and the amounts necessary for redemption thereof shall have been paid to the Holders in accordance with the terms of the Securities; (vi) upon the redemption or repayment of the Debentures or at such time as no Debentures are outstanding; or (vii) the expiration of the term of the Trust provided in Section 3.14parties hereto. (b) As soon Except as provided in Section 9.01(a), neither the Trust Depositor nor the Equity Certificateholder shall be entitled to revoke or terminate the Trust. (c) Promptly upon receipt of notice of final distribution on the Equity Certificate from the Servicer given pursuant to Section 10.01 of the Pooling Agreement, the Owner Trustee shall mail written notice to the Equity Certificateholder specifying (i) the Payment Date upon which final payment of the Equity Certificate shall be made upon presentation and surrender of Equity Certificate at the office of the Owner Trustee as therein specified, (ii) the amount of any such final payment, and (iii) that the Record Date otherwise applicable to such Payment Date is practicable not applicable, payments being made only upon presentation and surrender of the Equity Certificate at the office of the Owner Trustee therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Equity Certificateholder. Upon presentation and surrender of the Equity Certificate to the Owner Trustee, the Owner Trustee shall direct the Indenture Trustee to distribute to the Equity Certificateholder amounts distributable on such Payment Date. (d) In the event that the Equity Certificateholder shall not surrender the Equity Certificate for cancellation within six months after the date specified in the above-mentioned written notice, the Owner Trustee shall give a second written notice to the Equity Certificateholder to surrender the Equity Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Equity Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Equity Certificateholder concerning surrender of the Equity Certificate, and the cost thereof shall be paid out of the funds and other assets that remain subject to this Agreement. Any funds which are payable to the Equity Certificateholder remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Trust Depositor. (e) Upon the completion of winding up of the Trust following the occurrence of an event referred to in Section 8.1(a)its dissolution, the Administrative Trustees Owner Trustee shall file cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State of the State of Delaware in accordance with the Statutory Trust Act. (c) The provisions of Section 3.9 and Article X shall survive the termination 3810 of the TrustBusiness Trust Statute, and upon the effectiveness thereof, this Agreement and the Trust shall be terminated.

Termination of Trust. (a) The Trust shall dissolve automatically be terminated and be dissolved and its affairs wound up upon the earliest to occur of no further force or effectthe following events: (i) upon the bankruptcy of the SponsorDepositor; (ii) upon the filing of a certificate of dissolution or liquidation or its equivalent with respect to the Sponsor; Depositor, or the revocation of the Sponsor’s Depositor's charter and the expiration of 90 days after the date of revocation without a reinstatement thereof; (iii) following the distribution of a Like Amount of the Debentures to the HoldersHolders of the Securities, provided that, the Property Trustee has received written notice and an Officer's Certificate from the Sponsor Depositor directing the Property Trustee to terminate the Trust (which direction is optional, optional and except as otherwise expressly provided below, within the discretion of the Sponsor) and provided, further, that such direction and such distribution is conditioned on (a) the receipt by the Sponsor of any required regulatory approvals, and (b) the Administrative Trustees’ receipt of an opinion of independent tax counsel experienced in such matters, which opinion may rely on public or private rulings of the Internal Revenue Service, to the effect that the Holders of the Capital Securities will not recognize any gain or loss for United States federal income tax purposes as a result of the dissolution of the Trust and the distribution of DebenturesDepositor); (iv) upon the entry of a decree of judicial dissolution of the Trust by a court of competent jurisdiction; (v) when all of the Securities shall have been called for redemption and the amounts necessary for redemption thereof shall have been paid to the Holders in accordance with the terms of the Securities; (vi) upon when the redemption or repayment of Property Trustee shall have delivered the Debentures (or at such time portion thereof as no Debentures are shall then be issued and outstanding) to the Conversion Agent for conversion into the Conversion Stock on the Mandatory Conversion Date; or (vii) the expiration of the term of the Trust provided in Section 3.14. (b) As soon as is practicable upon completion of winding up of the Trust following after the occurrence of an event referred to in Section 8.1(a) and the completion of the winding up of the Trust and after satisfaction of all liabilities of the Trust (whether by payment or by making reasonable provision for payment thereof), the Administrative Trustees shall file a certificate of cancellation with the Secretary of State of the State of Delaware in accordance with the Statutory Trust ActDelaware. (c) The provisions of Section 3.9 and Article X shall survive the termination of the Trust.

Termination of Trust. (a) The Trust shall dissolve and be terminate upon the earliest to occur of no further force or effectthe following: (i) upon the bankruptcy of the Holder of the Common Securities or the Sponsor; (ii) upon the filing of a certificate of dissolution or liquidation or its equivalent with respect to the Holder of the Common Securities or the Sponsor; the filing of a certificate of cancelation with respect to the Trust or the revocation of the Sponsor’s charter of the Holder of the Common Securities or the Sponsor and the expiration of 90 days after the date of revocation without a reinstatement thereof; (iii) following the distribution of a Like Amount of the Debentures to the Holders, provided that, the Property Trustee has received written notice from the Sponsor directing the Property Trustee to terminate the Trust (which direction is optional, and except as otherwise expressly provided below, within the discretion of the Sponsor) and provided, further, that such direction and such distribution is conditioned on (a) the receipt by the Sponsor of any required regulatory approvals, and (b) the Administrative Trustees’ receipt of an opinion of independent tax counsel experienced in such matters, which opinion may rely on public or private rulings of the Internal Revenue Service, to the effect that the Holders of the Capital Securities will not recognize any gain or loss for United States federal income tax purposes as a result in accordance with the terms of the dissolution of the Trust and the distribution of DebenturesSecurities; (iv) upon all the Securities shall have been called for redemption and the amounts necessary for redemption thereof shall have been paid to the Holders in accordance with the terms of the Securities; (v) the expiration of the term of the Trust on December 21, 2035; (vi) the entry of a decree of judicial dissolution of the Trust by a court Holder of competent jurisdictionthe Common Securities, the Sponsor or the Trust; (vvii) when all of the Securities shall have been called for redemption and the amounts necessary for redemption thereof shall have been paid to the Holders in accordance with the terms of the Securities; (viviii) upon the redemption or repayment distribution of the Debentures or at Common Stock (as defined in the Indenture) of the Sponsor to Holders of all outstanding Securities upon conversion of all such time as no Debentures are outstandingSecurities; or (viiix) before the expiration issuance of any Securities, with the term consent of all the Trust provided in Section 3.14Administrative Trustees and the Sponsor. (b) As soon as is practicable upon completion of winding up of the Trust following after the occurrence of an event referred to in Section 8.1(a8.01(a), the Administrative Trustees shall file a certificate of cancellation cancelation with the Secretary of State of the State of Delaware in accordance with the Statutory Trust ActDelaware. (c) The provisions of Section 3.9 3.09 and Article X shall survive the termination of the Trust.

Termination of Trust. (a) The Trust shall dissolve and be of no further force or effectdissolve: (i) upon the bankruptcy of the Holder of the Common Securities or the Sponsor; (ii) upon the filing of a certificate of dissolution or liquidation or its equivalent with respect to the Holder of the Common Securities or the Sponsor; the consent of a majority in liquidation amount of the Securities voting together as a single class to file a certificate of cancellation with respect to the Trust; or the revocation of the Sponsor’s charter of the Holder of the Common Securities or the Sponsor and the expiration of 90 days after the date of revocation without a reinstatement thereof; (iii) following the distribution of a Like Amount of the Debentures to the Holders, provided that, the Property Trustee has received written notice from the Sponsor directing the Property Trustee to terminate the Trust (which direction is optional, and except as otherwise expressly provided below, within the discretion of the Sponsor) and provided, further, that such direction and such distribution is conditioned on (a) the receipt by the Sponsor of any required regulatory approvals, and (b) the Administrative Trustees’ receipt of an opinion of independent tax counsel experienced in such matters, which opinion may rely on public or private rulings of the Internal Revenue Service, to the effect that the Holders of the Capital Securities will not recognize any gain or loss for United States federal income tax purposes as a result of the dissolution of the Trust and the distribution of Debentures; (iv) upon the entry of a decree of judicial dissolution of the Trust by a court Holder of competent jurisdictionthe Common Securities, the Sponsor or the Trust; (viv) when all of the Securities shall have been called for redemption and the amounts necessary for redemption thereof shall have been paid to the Holders in accordance with the terms of the Securities; (v) upon the occurrence and continuation of a Special Event pursuant to which the Trust shall have been dissolved in accordance with the terms of the Securities and after satisfaction of all liabilities to creditors (whether by payment or by making reasonable provision for payment) all of the Debentures held by the Property Trustee shall have been distributed to the Holders of Securities in exchange for all of the Securities; (vi) upon the redemption or repayment distribution of the Debentures or at Common Stock (as defined in Annex I) to Holders of all outstanding Securities upon conversion of all such time as no Debentures are outstanding; orSecurities; (vii) the expiration of the term of the Trust provided in Section 3.14on September 30, 2051; or (viii) before the issuance of any Securities, with the consent of all of the Regular Trustees and the Sponsor. (b) As soon as is practicable upon completion of winding up of the Trust following after the occurrence of an event referred to in Section 8.1(a), after satisfaction of all liabilities to creditors (whether by payment or by making reasonable provision for payment) the Administrative Trustees shall file a certificate of cancellation with the Secretary of State of the State of Delaware in accordance with and thereupon the Statutory Trust Actshall terminate. (c) The provisions of Section 3.9 and Article X shall survive the termination of the Trust.

Termination of Trust. (a) The Trust shall dissolve and its affairs shall be wound up upon the first of no further force or effectthe following to occur: (i) upon the bankruptcy of the Sponsor; (iiother than in connection with a merger, consolidation or similar transaction not prohibited by this Agreement or any Trust Property) upon the filing of a certificate of dissolution or liquidation or its equivalent with respect to the Sponsor; or the revocation of the Sponsor’s 's charter and the expiration of 90 days after the date of revocation without a reinstatement thereof; (ii) upon the bankruptcy of the Sponsor or the Trust; (iii) following upon the entry of a decree of judicial dissolution of the Trust; (iv) when all the Securities shall have been called for redemption, repayment, conversion or exchange and the amounts necessary for redemption, repayment, conversion or exchange thereof shall have been distributed to the Holders in accordance with the terms of this Agreement and the Securities; (v) upon the liquidation of the Trust and the distribution of a Like Amount of the Debentures to the HoldersHolders of all amounts they are required to receive in accordance with the terms of this Agreement and the Securities, provided that, that the Property Trustee has received written notice from the Sponsor directing the Property Trustee to terminate dissolve the Trust (which direction is optionaloptional and, and except as otherwise expressly provided belowherein, within the discretion of the Sponsor) ), and provided, further, that such direction and such distribution dissolution is conditioned on (a) the receipt by the Sponsor of any required regulatory approvals, and (b) the Administrative Trustees’ ' receipt of an opinion of an independent tax counsel experienced in such matters, which opinion may rely on public or private rulings of the Internal Revenue Service, matters to the effect that the Holders of the Capital Securities will not recognize any gain or loss for United States federal Federal income tax purposes as a result of the dissolution of the Trust and the distribution of the Debentures; (iv) upon the entry of a decree of judicial dissolution of the Trust by a court of competent jurisdiction; (v) when all of the Securities shall have been called for redemption and the amounts necessary for redemption thereof shall have been paid to the Holders in accordance with the terms of the Securities; (vi) upon the redemption or repayment of the Debentures or at such time as no Debentures are outstanding; or (vii) the expiration of the term of the Trust provided in Section 3.143.13 of this Agreement; and (vii) any other event specified in the Terms and Conditions. (b) As soon as is practicable upon completion of winding up of the Trust following after the occurrence of an event referred to in Section 8.1(a)) and upon completion of the winding-up of the Trust, the Administrative Trustees shall file a certificate of cancellation of the Certificate of Trust of the Trust shall be filed with the Secretary of State of the State of Delaware in accordance with the Statutory Business Trust Act. (c) The provisions of Section 3.9 4.4 and Article X shall survive the termination of the Trust.

Termination of Trust. (a) The Trust shall dissolve and be of no further force or effectautomatically terminate: (i) upon the bankruptcy of the Sponsor; (ii) upon the filing of a certificate of dissolution or liquidation or its equivalent with respect to the Sponsor; or the revocation of the Sponsor’s 's charter and the expiration of 90 days after the date of revocation without a reinstatement thereof; (iii) following the distribution of a Like Amount of the Junior Subordinated Debentures to the Holders, provided that, the Property Trustee has received written notice from the Sponsor directing the Property Trustee to terminate the Trust (which direction is optional, and except as otherwise expressly provided below, within the discretion of the Sponsor) and provided, further, that such direction and such distribution is conditioned on (a) the receipt by the Sponsor of any required regulatory approvalsapproval, and (b) the Administrative Trustees’ ' receipt of an opinion of an independent tax counsel experienced in such matters, which opinion may rely on public or private published rulings of the Internal Revenue Service, to the effect that the Holders of the Capital Securities will not recognize any gain or loss for United States federal income tax purposes as a result of the dissolution of the Trust and the distribution of Junior Subordinated Debentures; (iv) upon the entry of a decree of judicial dissolution of the Trust by a court of competent jurisdiction; (v) when all of the Trust Securities shall have been called for redemption and the amounts necessary for redemption thereof shall have been paid to the Holders in accordance with the terms of the Trust Securities; (vi) upon the redemption or repayment of the Junior Subordinated Debentures or at such time as no Debentures are outstandingMaturity; or (vii) the expiration of the term of the Trust provided in Section 3.14. (b) As soon as is practicable upon completion of winding up of the Trust following the occurrence of an event referred to in Section 8.1(a), the Administrative Trustees shall file a certificate of cancellation with the Secretary of State of the State of Delaware in accordance with the Statutory Business Trust Act. (c) The provisions of Section 3.9 and Article X shall survive the termination of the Trust.

Termination of Trust. (a) The Trust shall dissolve and its affairs shall be wound up upon the first of no further force or effectthe following to occur: (i) the expiration of the term of the Trust provided in Section 3.13 of this Agreement; (ii) upon the bankruptcy of the SponsorSponsor or the Trust; (iiiii) (other than in connection with a merger, consolidation or similar transaction not prohibited by this Agreement or any Trust Property) upon the filing of a certificate of dissolution or liquidation or its equivalent with respect to the Sponsor; or ; (iv) upon the vote of the Holders of at least a Majority in liquidation amount of the Securities, voting together as a single class to dissolve the Trust; (v) the revocation of the Sponsor’s 's charter and the expiration of 90 days after the date of revocation without a reinstatement thereof; (iiivi) following upon the distribution of a Like Amount to the Holders of the Debentures and all other amounts they are required to receive in accordance with the Holdersterms of this Agreement and the Securities, provided that, that the Property Trustee has received written notice from the Sponsor directing the Property Trustee to terminate dissolve the Trust (which direction is optionaloptional and, and except as otherwise expressly provided belowherein, within the discretion of the Sponsor) and provided, further, that such direction and such distribution is conditioned on (a) the receipt by the Sponsor of any required regulatory approvals, and (b) the Administrative Trustees’ receipt of an opinion of independent tax counsel experienced in such matters, which opinion may rely on public or private rulings of the Internal Revenue Service, to the effect that the Holders of the Capital Securities will not recognize any gain or loss for United States federal income tax purposes as a result of the dissolution of the Trust and the distribution of Debentures;), (ivvii) upon the entry of a decree of judicial dissolution of the Trust by a court of competent jurisdictionSponsor or the Trust; (vviii) when all of the Securities shall have been called for redemption and the amounts necessary for redemption thereof shall have been paid distributed to the Holders in accordance with the terms of this Agreement and the Securities;; and (viix) upon any other event specified in the redemption or repayment of the Debentures or at such time as no Debentures are outstanding; or (vii) the expiration of the term of the Trust provided in Section 3.14Terms and Conditions. (b) As soon as is practicable upon completion of winding up of the Trust following after the occurrence of an event referred to in Section 8.1(a)) and upon completion of the winding-up of the Trust, the Administrative Trustees shall file a certificate of cancellation of the Certificate of Trust of the Trust shall be filed with the Secretary of State of the State of Delaware in accordance with the Statutory Trust Act. (c) The provisions of Section 3.9 4.4 and Article X shall survive the termination of the Trust.

Termination of Trust. (a) The Trust shall dissolve and terminate promptly after the Trustee distributes to Owners the interest payment made on the final Underlying Debt Security held by the Trust. (b) The Trust shall terminate earlier than the time specified in paragraph (a) of this Section 6.2 by the Trustee mailing notice of such termination to the Owners of all Receipts then outstanding at least 30 days prior to the date set for termination (or upon such lesser notice as may be practicable in the event of no further force an occurrence set forth in (i), (ii), (iii), (iv), (v) or effect(viii) below) if any of the following occurs: (i) upon The Trustee is notified that the bankruptcy Underlying Equity Security ceases to be outstanding as a result of a merger, consolidation or other corporate combination of the SponsorSecurities Issuer and Section 4.8 of the Standard Terms does not apply; (ii) upon The Trustee is notified that the filing of a certificate of dissolution Underlying Equity Security is delisted from trading on its primary exchange or liquidation market and is not listed for trading on another national securities exchange or its equivalent with respect to the Sponsor; or the revocation of the Sponsor’s charter and the expiration of 90 through Nasdaq within five business days after from the date of revocation without a reinstatement thereofsuch delisting; (iii) following The Trustee is notified that the distribution of a Like Amount Underlying Equity Security no longer is registered under section 12 of the Debentures to the Holders, provided that, the Property Trustee has received written notice from the Sponsor directing the Property Trustee to terminate the Trust (which direction is optional, and except as otherwise expressly provided below, within the discretion of the Sponsor) and provided, further, that such direction and such distribution is conditioned on (a) the receipt by the Sponsor of any required regulatory approvals, and (b) the Administrative Trustees’ receipt of an opinion of independent tax counsel experienced in such matters, which opinion may rely on public or private rulings of the Internal Revenue Service, to the effect that the Holders of the Capital Securities will not recognize any gain or loss for United States federal income tax purposes as a result of the dissolution of the Trust and the distribution of DebenturesExchange Act; (iv) upon The Trustee is notified that the entry of a decree of judicial dissolution Commission determines that the issuer of the Trust by a court of competent jurisdictionUnderlying Equity Security is an investment company under the Investment Company Act; (v) when all of The Trustee is notified that the Securities shall have been called for redemption and Commission determines that the amounts necessary for redemption thereof shall have been paid Trust is an investment company required to register as such under the Holders in accordance with the terms of the SecuritiesInvestment Company Act; (vi) upon The Trustee is notified that the redemption or repayment Receipts are delisted from a national securities exchange and are not approved for listing on another national securities exchange within 5 business days of their delisting; (vii) Owners of more than 50% of the Debentures outstanding Receipts notify the Trustee that they elect to terminate the Trust; (viii) 60 days shall have expired after the Trustee shall have delivered to the Sponsor and the Owners a written notice of its election to resign and a successor trustee shall not have been appointed and accepted its appointment as provided in Section 5.4 of the Standard Terms; (ix) The Sponsor or at the Trustee determines, in its sole discretion, that legal or regulatory issues (including litigation, Commission action or interpretive developments of applicable law or regulation) make such time as no Debentures are outstandingearly termination in the best interest of the Owners, the Sponsor or the Trustee; or (viix) the expiration In excess of the term $50,000 of Extraordinary Trust Expenses have been incurred by or on behalf of the Trust provided in Section 3.14. (b) As soon as is practicable upon completion of winding up of since the Trust following Closing Date, or are reasonably believed by the occurrence of an event referred Trustee to in Section 8.1(a)be incurred within the succeeding 30 day period, and either the Administrative Trustees shall file a certificate of cancellation with Trustee or the Secretary of State of the State of Delaware in accordance with the Statutory Trust ActSponsor so elects. (c) The provisions On and after the date of Section 3.9 termination, the Trustee shall deliver to each Owner of a Receipt, to him or upon his order, the amount of Underlying Securities evidenced by such Receipt and Article X shall survive thereupon cancel such Receipt, provided, however, at the termination sole discretion of the TrustTrustee, the Trustee may condition such delivery upon prior (i) Surrender of such Receipt at the office of the Trustee, and (ii) payment of any applicable taxes or governmental charges, or the Trustee may deduct any taxes or charges from any cash distribution with respect to the Receipts, or the Trustee may, in its sole discretion, collect any such taxes or charges from the Owner at any time thereafter. If any Receipts shall remain outstanding after the date of termination, the Trustee thereafter shall discontinue the registration of transfers of Receipts, shall suspend the distribution of dividends, interest payments or other distribution to the Owners thereof, and shall not give any further notices or perform any further acts under these Standard Terms or the applicable Depositary Trust Agreement, except that the Trustee shall continue to collect dividends, interest payments and other distributions pertaining to Underlying Securities and hold the same uninvested and without liability for interest, shall sell rights as provided in these Standard Terms or the applicable Depositary Trust Agreement, and shall continue to deliver Underlying Securities, together with any dividends, interest payments or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts Surrendered to the Trustee (after deducting or upon payment of any applicable taxes or governmental charges). At any time after the expiration of one year following the date of termination, the Trustee may sell the Underlying Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, unsegregated and without liability for interest, for the pro rata benefit of the Owners of Receipts which have not theretofore been Surrendered, such Owners thereupon becoming general creditors of the Trustee with respect to such net proceeds. After making such sale, the Trustee shall be discharged from all obligations under these Standard Terms with respect to the Receipts and the applicable Depositary Trust Agreement, except to account for such net proceeds and other cash (after deducting any applicable taxes or governmental charges).

Termination of Trust. (a) The Trust created by this Agreement shall dissolve and be upon the earliest of no further force or effect: (i) upon the bankruptcy maturity or other liquidation of the Sponsor; last Contract and related Transferred Assets, and the subsequent distribution of amounts in respect of such Transferred Assets as provided in the Transaction Documents, or (ii) upon the filing of a certificate of dissolution or liquidation or its equivalent with respect payment to the Sponsor; or the revocation Noteholders and any other party entitled thereto of the Sponsor’s charter and entire outstanding principal balance of the expiration of 90 days after Notes, together with accrued interest thereon to the date of revocation without a reinstatement thereof; repayment, and all other amounts required to be paid to such parties or to which such parties are entitled pursuant to this Agreement, the Pooling Agreement and the other Transaction Documents, or (iii) following at the distribution of a Like Amount time provided in Section 9.02 below; provided that the rights to indemnification under Section 8.02 shall survive the dissolution and termination of the Debentures Trust. The Servicer shall promptly notify the Owner Trustee and the Administrative Agent of any prospective dissolution pursuant to the Holders, this Section 9.01. Except as provided thatin Section 9.02, the Property Trustee has received written notice from bankruptcy, liquidation, dissolution, termination, resignation, expulsion, withdrawal, death or incapacity of the Sponsor directing the Property Trustee Equity Certificateholder, shall not (x) operate to terminate this Agreement or the Trust Trust, nor (which direction is optional, and except as otherwise expressly provided below, within the discretion y) entitle such Equity Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Sponsor) and provided, further, that such direction and such distribution is conditioned on (a) the receipt by the Sponsor of all or any required regulatory approvals, and (b) the Administrative Trustees’ receipt of an opinion of independent tax counsel experienced in such matters, which opinion may rely on public or private rulings of the Internal Revenue Service, to the effect that the Holders of the Capital Securities will not recognize any gain or loss for United States federal income tax purposes as a result of the dissolution part of the Trust or Trust Assets, nor (z) otherwise affect the rights, obligations and the distribution of Debentures; (iv) upon the entry of a decree of judicial dissolution liabilities of the Trust by a court of competent jurisdiction; (v) when all of the Securities shall have been called for redemption and the amounts necessary for redemption thereof shall have been paid to the Holders in accordance with the terms of the Securities; (vi) upon the redemption or repayment of the Debentures or at such time as no Debentures are outstanding; or (vii) the expiration of the term of the Trust provided in Section 3.14parties hereto. (b) As soon Except as provided in Section 9.01(a), neither the Trust Depositor nor the Equity Certificateholder shall be entitled to revoke or terminate the Trust. (c) Promptly upon receipt of notice of final distribution on the Equity Certificate from the Servicer given pursuant to Section 10.01 of the Pooling Agreement, the Owner Trustee shall mail written notice to the Equity Certificateholder specifying (i) the Payment Date upon which final payment of the Equity Certificate shall be made upon presentation and surrender of Equity Certificate at the office of the Owner Trustee as therein specified, (ii) the amount of any such final payment, and (iii) that the Record Date otherwise applicable to such Payment Date is practicable not applicable, payments being made only upon presentation and surrender of the Equity Certificate at the office of the Owner Trustee therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Equity Certificateholder. Upon presentation and surrender of the Equity Certificate, the Owner Trustee shall direct the Indenture Trustee to distribute to the Equity Certificateholder amounts distributable on such Payment Date. (d) In the event that the Equity Certificateholder shall not surrender the Equity Certificate for cancellation within six months after the date specified in the above-mentioned written notice, the Owner Trustee shall give a second written notice to the Equity Certificateholder to surrender the Equity Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Equity Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Equity Certificateholder concerning surrender of the Equity Certificate, and the cost thereof shall be paid out of the funds and other assets that remain subject to this Agreement. Any funds which are payable to the Equity Certificateholder remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Trust Depositor. (e) Upon the completion of winding up of the Trust following the occurrence of an event referred to in Section 8.1(a)its dissolution, the Administrative Trustees Owner Trustee shall file cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State of the State of Delaware in accordance with the Statutory Trust Act. (c) The provisions of Section 3.9 and Article X shall survive the termination 3810 of the TrustBusiness Trust Statute, and upon the effectiveness thereof, this Agreement and the Trust shall be terminated.

Termination of Trust. (a) The Trust created by this Agreement shall dissolve and be upon the earliest of no further force or effect: (i) upon the bankruptcy maturity or other liquidation of the Sponsor; last Contract and related Transferred Assets, and the subsequent distribution of amounts in respect of such Transferred Assets as provided in the Transaction Documents, or (ii) upon the filing of a certificate of dissolution or liquidation or its equivalent with respect payment to the Sponsor; or the revocation Noteholders and any other party entitled thereto of the Sponsor’s charter and entire outstanding principal balance of the expiration of 90 days after Notes, together with accrued interest thereon to the date of revocation without a reinstatement thereof; repayment, and all other amounts required to be paid to such parties or to which such parties are entitled pursuant to this Agreement, the Pooling Agreement and the other Transaction Documents, or (iii) following at the distribution of a Like Amount time provided in Section 9.02 below; provided that the rights to indemnification under Section 8.02 shall survive the dissolution and termination of the Debentures Trust. The Servicer shall promptly notify the Owner Trustee and the Administrative Agent of any prospective dissolution pursuant to the Holders, this Section 9.01. Except as provided thatin Section 9.02, the Property Trustee has received written notice from bankruptcy, liquidation, dissolution, termination, resignation, expulsion, withdrawal, death or incapacity of the Sponsor directing the Property Trustee Equity Certificateholder, shall not (x) operate to terminate this Agreement or the Trust Trust, nor (which direction is optional, and except as otherwise expressly provided below, within the discretion y) entitle such Equity Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Sponsor) and provided, further, that such direction and such distribution is conditioned on (a) the receipt by the Sponsor of all or any required regulatory approvals, and (b) the Administrative Trustees’ receipt of an opinion of independent tax counsel experienced in such matters, which opinion may rely on public or private rulings of the Internal Revenue Service, to the effect that the Holders of the Capital Securities will not recognize any gain or loss for United States federal income tax purposes as a result of the dissolution part of the Trust or Trust Assets, nor (z) otherwise affect the rights, obligations and the distribution of Debentures; (iv) upon the entry of a decree of judicial dissolution liabilities of the Trust by a court of competent jurisdiction; (v) when all of the Securities shall have been called for redemption and the amounts necessary for redemption thereof shall have been paid to the Holders in accordance with the terms of the Securities; (vi) upon the redemption or repayment of the Debentures or at such time as no Debentures are outstanding; or (vii) the expiration of the term of the Trust provided in Section 3.14parties hereto. (b) As soon Except as provided in Section 9.01(a), neither the Trust Depositor nor the Equity Certificateholder shall be entitled to revoke or terminate the Trust. (c) Promptly upon receipt of notice of final distribution on the Equity Certificate from the Servicer given pursuant to Section 10.01 of the Pooling Agreement, the Owner Trustee shall mail written notice to the Equity Certificateholder specifying (i) the Payment Date upon which final payment of the Equity Certificate shall be made upon presentation and surrender of Equity Certificate at the office of the Owner Trustee as therein specified, (ii) the amount of any such final payment, and (iii) that the Record Date otherwise applicable to such Payment Date is practicable not applicable, payments being made only upon presentation and surrender of the Equity Certificate at the office of the Owner Trustee therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Equity Certificateholder. Upon presentation and surrender of the Equity Certificate to the Owner Trustee, the Owner Trustee shall direct the Indenture Trustee to distribute to the Equity Certificateholder amounts distributable on such Payment Date. (d) In the event that the Equity Certificateholder shall not surrender the Equity Certificate for cancellation within six months after the date specified in the above-mentioned written notice, the Owner Trustee shall give a second written notice to the Equity Certificateholder to surrender the Equity Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Equity Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Equity Certificateholder concerning surrender of the Equity Certificate, and the cost thereof shall be paid out of the funds and other assets that remain subject to this Agreement. Any funds which are payable to the Equity Certificateholder remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Trust Depositor. (e) Upon the completion of winding up of the Trust in accordance with the Delaware Statutory Trust Act following the occurrence of an event referred to in Section 8.1(a)its dissolution, the Administrative Trustees Owner Trustee shall file cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State of the State of Delaware in accordance with the provisions of Section 3810 of the Delaware Statutory Trust Act, and upon the effectiveness thereof, this Agreement and the Trust shall be terminated. (c) The provisions of Section 3.9 and Article X shall survive the termination of the Trust.

Termination of Trust. (a) The Trust created by this Agreement shall dissolve and be upon the earliest of no further force or effect: (i) upon the bankruptcy maturity or other liquidation of the Sponsor; last Contract and related Transferred Assets, and the subsequent distribution of amounts in respect of such Transferred Assets as provided in the Transaction Documents, or (ii) upon the filing of a certificate of dissolution or liquidation or its equivalent with respect payment to the Sponsor; or the revocation Noteholders and any other party entitled thereto of the Sponsor’s charter and entire outstanding principal balance of the expiration of 90 days after Notes, together with accrued interest thereon to the date of revocation without a reinstatement thereof; repayment, and all other amounts required to be paid to such parties or to which such parties are entitled pursuant to this Agreement, the Pooling Agreement and the other Transaction Documents, or (iii) following at the distribution of a Like Amount time provided in Section 9.02 below; provided that the rights to indemnification under Section 8.02 shall survive the dissolution and termination of the Debentures Trust. The Servicer shall promptly notify the Owner Trustee and the Administrative Agent of any prospective dissolution pursuant to the Holders, this Section 9.01. Except as provided thatin Section 9.02, the Property Trustee has received written notice from bankruptcy, liquidation, dissolution, termination, resignation, expulsion, withdrawal, death or incapacity of the Sponsor directing the Property Trustee Equity Certificateholder, shall not (x) operate to terminate this Agreement or the Trust Trust, nor (which direction is optional, and except as otherwise expressly provided below, within the discretion y) entitle such Equity Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Sponsor) and provided, further, that such direction and such distribution is conditioned on (a) the receipt by the Sponsor of all or any required regulatory approvals, and (b) the Administrative Trustees’ receipt of an opinion of independent tax counsel experienced in such matters, which opinion may rely on public or private rulings of the Internal Revenue Service, to the effect that the Holders of the Capital Securities will not recognize any gain or loss for United States federal income tax purposes as a result of the dissolution part of the Trust or Trust Assets, nor (z) otherwise affect the rights, obligations and the distribution of Debentures; (iv) upon the entry of a decree of judicial dissolution liabilities of the Trust by a court of competent jurisdiction; (v) when all of the Securities shall have been called for redemption and the amounts necessary for redemption thereof shall have been paid to the Holders in accordance with the terms of the Securities; (vi) upon the redemption or repayment of the Debentures or at such time as no Debentures are outstanding; or (vii) the expiration of the term of the Trust provided in Section 3.14parties hereto. (b) As soon Except as provided in Section 9.01(a), neither the Trust Depositor nor the Equity Certificateholder shall be entitled to revoke or terminate the Trust. (c) Promptly upon receipt of notice of final distribution on the Equity Certificate from the Servicer given pursuant to Section 10.01 of the Pooling Agreement, the Owner Trustee shall mail written notice to the Equity Certificateholder specifying (i) the Payment Date upon which final payment of the Equity Certificate shall be made upon presentation and surrender of Equity Certificate at the office of the Owner Trustee as therein specified, (ii) the amount of any such final payment, and (iii) that the Record Date otherwise applicable to such Payment Date is practicable not applicable, payments being made only upon presentation and surrender of the Equity Certificate at the office of the Owner Trustee therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Equity Certificateholder. Upon presentation and surrender of the Equity Certificate to the Owner Trustee, the Owner Trustee shall direct the Indenture Trustee to distribute to the Equity Certificateholder amounts distributable on such Payment Date. (d) In the event that the Equity Certificateholder shall not surrender the Equity Certificate for cancellation within six months after the date specified in the above-mentioned written notice, the Owner Trustee shall give a second written notice to the Equity Certificateholder to surrender the Equity Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Equity Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Equity Certificateholder concerning surrender of the Equity Certificate, and the cost thereof shall be paid out of the funds and other assets that remain subject to this Agreement. Any funds which are payable to the Equity Certificateholder remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Trust Depositor. (e) Upon the completion of winding up of the Trust in accordance with the Business Trust Statute following the occurrence of an event referred to in Section 8.1(a)its dissolution, the Administrative Trustees Owner Trustee shall file cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State of the State of Delaware in accordance with the Statutory Trust Act. (c) The provisions of Section 3.9 and Article X shall survive the termination 3810 of the TrustBusiness Trust Statute, and upon the effectiveness thereof, this Agreement and the Trust shall be terminated.

Termination of Trust. of the Pooling and Servicing Agreement is hereby amended by adding the following subparagraph (a) The Trust shall dissolve and be of no further force or effect:e): (i) In addition to the provisions allowing for the termination of the Trust in this Section 12.01, and notwithstanding anything to the contrary in Section 12.01 or stated elsewhere in this Agreement, or in any other document of agreement executed or delivered in conjunction with the original issuance of the Certificates, the Trust and the respective obligations of the Seller, the Backup Servicer and the Trustee created by this Agreement may be terminated upon the bankruptcy receipt of the Sponsor;Seller, the Backup Servicer and the Trustee of the written direction (the "Direction to Terminate") from the Certificateholders owning all outstanding Certificates to terminate the Trust. Such Direction To Terminate shall be in the form attached hereto as Exhibit O and shall otherwise provide as follows (1) that the parties providing such direction are the current Holders of all outstanding Certificates as registered with the Trustee, (2) that such Holders direct the Trustee to terminate the Trust, (3) the date upon which such termination shall be effective (the "Termination Date"), (4) any directions on the sale or other disposition of the Trust Property, (5) that the Direction to Terminate is irrevocable by such Certificateholders, (6) that the Certificateholders shall pay all reasonable fees and costs of the Trustee in complying with such direction, and (7) that the Trustee shall be held harmless by the Certificateholders from all claims arising from the termination of the Trust by the Trustee pursuant to such directions absent gross negligence or willful misconduct. At the time of delivery of the Direction to Terminate, the Certificateholders shall also deliver to the Trustee the original Certificates with irrevocable instructions to cancel the Certificates upon the transfer to the Certificateholders of the Trust Property. (ii) upon the filing Upon receipt of a certificate of dissolution or liquidation or its equivalent with respect Direction to Terminate as described in (i) above, the Trustee shall sell and assign the Trust Property as instructed in the Direction to Terminate to the Sponsor; or Certificateholders, transfer all funds in the revocation of the Sponsor’s charter and the expiration of 90 days after the date of revocation without a reinstatement thereof; (iii) following the distribution of a Like Amount of the Debentures Collection Account to the Holders, provided that, the Property Trustee has received written notice from the Sponsor directing the Property Trustee to terminate the Trust (which direction is optionalCertificate Account, and except as otherwise expressly provided below, within disburse funds in the discretion of the Sponsor) and provided, further, that such direction and such distribution is conditioned on Certificate Account (a) first to pay all unpaid Backup Servicer Fees and unreimbursed expenses of the receipt by Backup Servicer, all unpaid Servicer Fees and unreimbursed expenses of the Sponsor Servicer and all unpaid fees and unreimbursed expenses of any required regulatory approvalsthe Trustee, and (b) the Administrative Trustees’ receipt of an opinion of independent tax counsel experienced in such matters, which opinion may rely on public or private rulings of the Internal Revenue Service, then to the effect that Certificateholders the Holders remaining balance as directed in the Direction of Termination. (iii) The Trustee shall be entitled to rely upon the Capital Securities will not recognize any gain or loss for United States federal income tax purposes as a result of Direction to Terminate in completing the dissolution transfer to the Certificateholders of the Trust Property and the distribution of Debentures; (iv) upon the entry of a decree of judicial dissolution of the Trust by a court of competent jurisdiction; (v) when all of the Securities shall have been called for redemption and the amounts necessary for redemption thereof shall have been paid to the Holders in accordance with the terms of the Securities; (vi) upon the redemption or repayment of the Debentures or at such time as no Debentures are outstanding; or (vii) the expiration of the term of the Trust provided in Section 3.14. (b) As soon as is practicable upon completion of winding up of the Trust following the occurrence of an event referred to in Section 8.1(a), the Administrative Trustees shall file a certificate of cancellation with the Secretary of State of the State of Delaware in accordance with the Statutory Trust Act. (c) The provisions of Section 3.9 and Article X shall survive the termination of the Trust. The Trustee shall also execute all assignments, release of liens, UCC termination statements as may be necessary to complete the transfer to the Certificateholders of Trust Property and the termination of the Trust as contemplated hereby. (iv) In providing any Direction to Terminate the Certificateholders shall be deemed to have acknowledged that the transfer of the Trust Property to the Certificateholders shall constitute full satisfaction of all obligations under or through the Certificates. (v) Effective on the Termination Date, and provided the Trustee has complied with all the terms and conditions of this Section 12.01(e), the Trust shall terminate, the Agreement and all other agreements executed in conjunction with the original issuance of the Certificates shall cease, terminate and be void, the lien on the Trust Property created by the Agreement shall be extinguished and the Trustee shall be discharged in full from all responsibilities and duties created by the Agreement. All funds remaining in the Reserve Fund after making the final disbursement to the Certificateholders under clause (ii) above, shall be disbursed to or upon the direction of the Seller.

Termination of Trust. (a) The Trust shall dissolve respective obligations and be of no further force or effect: (i) upon the bankruptcy responsibilities of the Sponsor; Grantor, the Administrator and the Trustee created hereby (iiother than the obligation of the Trustee to make payments to Beneficiaries as hereafter set forth) upon the filing of a certificate of dissolution or liquidation or its equivalent shall terminate, except with respect to the Sponsorduties described in subsection 10.2(b), upon the earlier of (i) November 30, 2007, unless extended as provided herein (such date as extended, if applicable, is referred to as the "Final Trust Termination Date"); or (ii) the revocation of day following any Payment Date on or after 5 years from the Sponsor’s charter and the expiration of 90 days after the initial date of revocation without a reinstatement thereof; this Agreement if there have been no Net Royalties for six consecutive calendar quarters immediately proceeding such Payment Date; or (iii) the day following the distribution of a Like Amount Payment Date for the quarter period in which the last of the Debentures Royalty Contracts has been terminated or Grantor, Administrator and Trustee shall each agree that all Royalty Rights and remedies to the Holders, provided that, the Property Trustee has received written notice from the Sponsor directing the Property Trustee to terminate the Trust (which direction is optional, and except as otherwise expressly provided below, within the discretion of the Sponsor) and provided, further, that enforce such direction and such distribution is conditioned on (a) the receipt by the Sponsor of any required regulatory approvals, and (b) the Administrative Trustees’ receipt of an opinion of independent tax counsel experienced in such matters, which opinion may rely on public or private rulings of the Internal Revenue Service, to the effect that the Holders of the Capital Securities will not recognize any gain or loss for United States federal income tax purposes as a result of the dissolution of the Trust and the distribution of Debentures; (iv) upon the entry of a decree of judicial dissolution of the Trust by a court of competent jurisdiction; (v) when all of the Securities shall rights have been called for redemption and the amounts necessary for redemption thereof shall reasonably exhausted or have been paid to the Holders in accordance with the terms of the Securities; (vi) upon the redemption or repayment of the Debentures or at such time as no Debentures are outstanding; or (vii) the expiration of the term of the Trust provided in Section 3.14commercially reasonable value. (b) As soon The Final Trust Termination Date shall be extended for one (1) or more 3-year extension periods (or such shorter or longer period as is practicable upon completion of winding up of may be allowed by "no action" letters obtained by the Trust following Administrator from the occurrence of an event referred to in Section 8.1(aSecurities and Exchange Commission ("SEC"), ) provided the Administrative Trustees shall file Trustee has received from Administrator a certificate certifying to the best of cancellation knowledge of such Administrator that (i) Royalty Rights have commercially reasonable value and that collections with respect to the Secretary Royalty Rights are reasonably expected to exceed the Trustee's fee and other costs and expenses of State of the State of Delaware in accordance with the Statutory Trust Act. (c) The provisions of Section 3.9 and Article X shall survive the termination of administering the Trust; and (ii) a "no action" letter issued by the SEC in reasonable and customary form acknowledging that the SEC will not recommend enforcement action if the Final Trust Termination Date is extended for such additional period.

Termination of Trust. (a) The Trust shall dissolve and be of no further force or effectautomatically terminate: (i) upon the bankruptcy of the Sponsor; (ii) upon the filing of a certificate of dissolution or liquidation or its equivalent with respect to the Sponsor; or the revocation of the Sponsor’s 's charter and the expiration of 90 days after the date of revocation without a reinstatement thereof; (iii) following the distribution of a Like Amount of the Debentures to the Holders, provided that, the Property Trustee has received written notice from the Sponsor directing the Property Trustee to terminate the Trust (which direction is optional, and except as otherwise expressly provided below, within the discretion of the Sponsor) and provided, further, that such direction and such distribution is conditioned on (a) the receipt by the Sponsor of any required regulatory approvals, approval and (b) the Administrative Trustees’ ' receipt of an opinion of an independent tax counsel experienced in such matters, which opinion may rely on public or private published rulings of the Internal Revenue Service, to the effect that the Holders of the Capital Securities will not recognize any gain or loss for United States federal income tax purposes as a result of the dissolution of the Trust and the distribution of Debentures; (iv) upon the entry of a decree of judicial dissolution of the Trust by a court of competent jurisdiction; (v) when all of the Securities shall have been called for redemption and the amounts necessary for redemption thereof shall have been paid to the Holders in accordance with the terms of the Securities; (vi) upon the redemption or repayment of the Debentures or at such time as no Debentures are outstanding; or (viivi) the expiration of the term of the Trust provided in Section 3.14. (b) As soon as is practicable upon completion of winding up of the Trust following after the occurrence of an event referred to in Section 8.1(a), the Administrative Trustees shall file a certificate of cancellation with the Secretary of State of the State of Delaware in accordance with the Statutory Trust ActDelaware. (c) The provisions of Section 3.9 and Article X shall survive the termination of the Trust.

Termination of Trust. (a) The Trust shall dissolve and be of no further force or effectterminate: (i) upon the bankruptcy of the Sponsor; (ii) upon the filing of a certificate of dissolution or liquidation or its equivalent with respect to the Sponsor; the filing of a certificate of cancellation with respect to the Trust after having obtained the consent of a majority in liquidation amount of the Securities voting together as a single class to file such certificate of cancellation or the revocation of the Sponsor’s 's charter and the expiration of 90 days after the date of revocation without a reinstatement thereof; (iii) following the distribution of a Like Amount of the Debentures to the Holders, provided that, the Property Trustee has received written notice from the Sponsor directing the Property Trustee to terminate the Trust (which direction is optional, and except as otherwise expressly provided below, within the discretion of the Sponsor) and provided, further, that such direction and such distribution is conditioned on (a) the receipt by the Sponsor of any required regulatory approvals, and (b) the Administrative Trustees’ receipt of an opinion of independent tax counsel experienced in such matters, which opinion may rely on public or private rulings of the Internal Revenue Service, to the effect that the Holders of the Capital Securities will not recognize any gain or loss for United States federal income tax purposes as a result of the dissolution of the Trust and the distribution of Debentures; (iv) upon the entry of a decree of judicial dissolution of the Trust by a court of competent jurisdictionSponsor or the Trust; (viv) when all of the Securities shall have been called for redemption and the amounts necessary for redemption thereof shall have been paid to the Holders in accordance with the terms of the Securities; (v) upon the occurrence and continuation of a Special Event pursuant to which the Trust shall have been dissolved in accordance with the terms of the Securities and, after satisfaction of liabilities of creditors (whether by payment or reasonable provision for payment), when all of the Debentures held by the Institutional Trustee shall have been distributed to the Holders of Securities in exchange for all of the Securities; (vi) upon the redemption or repayment distribution of the Debentures or at such time as no Debentures are outstanding; orSponsor's common stock to all Securities Holders upon conversion of all outstanding Trust Preferred Securities; (vii) the expiration of the term of the Trust provided in Section 3.14on December 31, 2031; or (viii) before the issuance of any Securities, with the consent of all of the Regular Trustees and the Sponsor. (b) As soon as is practicable upon completion of winding up of the Trust following after the occurrence of an event referred to in Section 8.1(a8.01(a), after satisfaction of liabilities of creditors (whether by payment or reasonable provision for payment), the Administrative Trustees shall file a certificate of cancellation with the Secretary of State of the State of Delaware in accordance with the Statutory Trust ActDelaware. (c) The provisions of Section 3.9 Sections 3.09 and 3.10 and Article X 10 shall survive the termination of the Trust.

Termination of Trust. (a) The Trust shall dissolve and be terminate upon the earliest to occur of no further force or effectthe following: (i) upon the bankruptcy of the Holder of the Common Securities or the Sponsor; (ii) upon the filing of a certificate of dissolution or liquidation or its equivalent with respect to the Holder of the Common Securities or the Sponsor; the filing of a certificate of cancellation with respect to the Trust or the revocation of the Sponsor’s charter of the Holder of the Common Securities or the Sponsor and the expiration of 90 days after the date of revocation without a reinstatement thereof; (iii) following the distribution entry of a Like Amount decree of judicial dissolution of the Debentures Holder of the Common Securities or the Sponsor; (iv) the distribution, upon the terms and subject to the Holdersconditions set forth in Annex I, provided thatof an aggregate principal amount of Debentures with an aggregate principal amount equal to the aggregate liquidation amount of, with an interest rate identical to the Distribution rate of, and accrued and unpaid interest equal to accrued and unpaid Distributions on, the Property Trustee has received written notice from the Sponsor directing the Property Trustee to terminate the Trust (which direction is optionalSecurities; PROVIDED, and except as otherwise expressly provided below, within the discretion of the Sponsor) and provided, furtherHOWEVER, that such direction and such distribution is conditioned on (a) the receipt by the Sponsor of any required regulatory approvals, and (b) the Administrative Trustees’ receipt of an opinion of independent tax counsel experienced in such matters, which opinion may rely on public or private rulings of the Internal Revenue Service, matters to the effect that the Holders of the Capital Securities will not recognize any gain or loss for United States federal income tax purposes as a result of the dissolution of the Trust and the such distribution of Debentures; (iv) upon the entry of a decree of judicial dissolution of the Trust by a court of competent jurisdiction; (v) when all the redemption of the Securities shall have been called for upon the final maturity of the Debentures (or earlier redemption of all outstanding Debentures) and the amounts necessary for redemption thereof shall have having been paid to the Holders in accordance with the terms of the Securities; (vi) upon the redemption or repayment of the Debentures or at such time as no Debentures are outstanding; or (vii) the expiration of the term of the Trust as provided in Section 3.14; and (vii) the entry of an order for the dissolution of the Trust by a court of competent jurisdiction. (b) In addition to the termination events set forth in Section 8.1(a), the Trust may be voluntarily terminated by the Sponsor at any time, upon payment of the amount of cash, or distribution of the Debentures, as set forth in Annex I. (c) As soon as is practicable upon completion of winding up of the Trust following after the occurrence of an event referred to in Section 8.1(a), (1) the Administrative Regular Trustees and/or the Property Trustee, as liquidator of the Trust, shall comply with the provisions in Section 3808(e) of the Business Trust Act, and (2) the Regular Trustees shall file a certificate of cancellation with the Secretary of State of the State of Delaware in accordance with the Statutory Trust ActDelaware. (cd) The provisions of Section 3.9 and Article X shall survive the termination of the Trust.

Termination of Trust. (a) The Trust shall dissolve and be of no further force or effectdissolve: (i) on July 9, 2030, the expiration date of the Trust; (ii) upon the bankruptcy of the Sponsor; (iiiii) upon the filing of a certificate of dissolution or liquidation dissolu tion or its equivalent with respect to the Sponsor; , or the revocation of the Sponsor’s charter of the Sponsor and the expiration of 90 days after the date of revocation without a reinstatement thereof; (iiiiv) following after having obtained the distribution consent of at least a Like Amount Majority in liquidation amount of the Debentures to the HoldersSecurities, provided that, the Property Trustee has received written notice from the Sponsor directing the Property Trustee to terminate the Trust (which direction is optional, and except voting together as otherwise expressly provided below, within the discretion of the Sponsor) and provided, further, that such direction and such distribution is conditioned on (a) the receipt by the Sponsor of any required regulatory approvals, and (b) the Administrative Trustees’ receipt of an opinion of independent tax counsel experienced in such matters, which opinion may rely on public or private rulings of the Internal Revenue Servicea single class, to the effect that the Holders of the Capital Securities will not recognize any gain or loss for United States federal income tax purposes as a result of the dissolution of the Trust and the distribution of Debentures; (iv) upon the entry of a decree of judicial dissolution of the Trust by a court of competent jurisdictiondissolve; (v) when all of the Securities shall have been called for redemption and the amounts necessary for redemption thereof thereof, including any Additional Interest and Compounded Interest, shall have been paid to the Holders in accordance with the terms of the Securities; (vi) upon the redemption entry of a decree of judicial dissolution of the Sponsor or repayment the Trust; (vii) upon the occurrence and continuation of a Special Event pursuant to which the Trust shall have been dissolved in accordance with the terms of the Securities and all of the Debentures or at such time as no endorsed thereon shall have been distributed to the Holders of Securities in exchange for all of the Securities; provided, that if the Special Event is a Tax Event the dissolution of the Trust and the distribution of the Debentures are outstandingpursuant to this clause (vii) shall be conditioned upon the Administrative Trustees' receipt of a No Recognition Opinion; or (viiviii) before the expiration issuance of any Securities, with the term consent of all the Trust provided in Section 3.14Administrative Trustees and the Sponsor. (b) Subject to the Terms of the Securities and clause (vii) of paragraph (a) above, following dissolution of the Trust, the Trustees shall liquidate any remaining Trust property and pay or provide for all claims of creditors of the Trust. (c) As soon as is practicable upon completion of winding up of the Trust following after the occurrence of an event referred to in Section 8.1(a), the Administrative Trustees shall file a certificate of cancellation with the Secretary of State of the State of Delaware in accordance with and the Statutory Trust Actshall terminate. (cd) The provisions of Section 3.9 and Article X shall survive the termination of the Trust.

Termination of Trust. (a) The Trust shall dissolve and be of no further force or effectdissolve: (i) upon the bankruptcy of the Sponsor; (ii) upon the filing of a certificate of dissolution or liquidation or its equivalent with respect to the Sponsor; upon receipt by the Trust of the consent of the Holders of at least a Majority in liquidation amount of the outstanding Securities voting together as a single class to dissolve the Trust and file a certificate of cancellation with respect thereto, or the revocation of the Sponsor’s 's charter and the expiration of 90 days after the date of revocation without a reinstatement thereof; (iii) following the distribution of a Like Amount of the Debentures to the Holders, provided that, the Property Trustee has received written notice from the Sponsor directing the Property Trustee to terminate the Trust (which direction is optional, and except as otherwise expressly provided below, within the discretion of the Sponsor) and provided, further, that such direction and such distribution is conditioned on (a) the receipt by the Sponsor of any required regulatory approvals, and (b) the Administrative Trustees’ receipt of an opinion of independent tax counsel experienced in such matters, which opinion may rely on public or private rulings of the Internal Revenue Service, to the effect that the Holders of the Capital Securities will not recognize any gain or loss for United States federal income tax purposes as a result of the dissolution of the Trust and the distribution of Debentures; (iv) upon the entry of a decree of judicial dissolution of the Trust by a court of competent jurisdictionSponsor or the Trust; (viv) when all of the Securities shall have been called for redemption and the amounts necessary for redemption thereof shall have been paid to the Holders in accordance with the terms of the Securities; (v) upon the occurrence and continuation of a Special Event pursuant to which the Trust shall have been dissolved in accordance with the terms of the Securities and, after satisfaction of liabilities of creditors (whether by payment or reasonable provision for payment), when all of the Debentures held by the Institutional Trustee shall have been distributed to the Holders of Securities in exchange for all of the Securities; (vi) upon the redemption conversion of all outstanding Trust Preferred Securities into Bay View Common Stock or repayment of other cash, securities or property, as the Debentures or at such time as no Debentures are outstanding; orcase may be;] (vii) the expiration of the term of the Trust provided in Section 3.14on ; or (viii) before the issuance of any Securities, with the consent of all of the Regular Trustees and the Sponsor. (b) As soon as is practicable upon completion of winding up of the Trust following after the occurrence of an event referred to in Section 8.1(a), after satisfaction of liabilities of creditors (whether by payment or reasonable provision for payment), the Administrative Trustees shall file a certificate of cancellation with the Secretary of State of the State of Delaware in accordance with and the Statutory Trust Actshall terminate. (c) The provisions of Section 3.9 and Article X 10 shall survive the termination of the Trust.