PAYMENT OF ALL AMOUNTS ALLOCABLE TO ANY INVESTOR CERTIFICATES OF
SUCH SERIES SHALL BE MADE IN THE MANNER PROVIDED IN THIS SECTION 9.02.
68
SECTION 9.03
FINAL PAYMENT WITH RESPECT TO ANY SERIES.
(A)
WRITTEN NOTICE OF ANY TERMINATION, SPECIFYING THE DISTRIBUTION
DATE UPON WHICH THE INVESTOR CERTIFICATEHOLDERS OF ANY SERIES MAY SURRENDER
THEIR INVESTOR CERTIFICATES FOR PAYMENT OF THE FINAL DISTRIBUTION WITH RESPECT
TO SUCH SERIES AND CANCELLATION, SHALL BE GIVEN (SUBJECT TO AT LEAST 30 DAYS'
PRIOR WRITTEN NOTICE FROM THE MASTER SERVICER TO THE TRUSTEE CONTAINING ALL
INFORMATION REQUIRED FOR THE TRUSTEE'S NOTICE OR SUCH SHORTER PERIOD AS IS
ACCEPTABLE TO THE TRUSTEE) BY THE TRUSTEE TO INVESTOR CERTIFICATEHOLDERS OF SUCH
SERIES MAILED NOT LATER THAN THE FIFTH DAY OF THE MONTH OF SUCH FINAL
DISTRIBUTION SPECIFYING (I) THE DISTRIBUTION DATE UPON WHICH FINAL PAYMENT OF
THE INVESTOR CERTIFICATES WILL BE MADE UPON PRESENTATION AND SURRENDER OF
INVESTOR CERTIFICATES AT THE OFFICE OR OFFICES THEREIN DESIGNATED, (II) THE
AMOUNT OF ANY SUCH FINAL PAYMENT AND (III) THAT THE RECORD DATE OTHERWISE
APPLICABLE TO SUCH DISTRIBUTION DATE IS NOT APPLICABLE, PAYMENTS BEING MADE ONLY
UPON PRESENTATION AND SURRENDER OF THE INVESTOR CERTIFICATES AT THE OFFICE OR
OFFICES THEREIN SPECIFIED. THE MASTER SERVICER'S NOTICE TO THE TRUSTEE IN
ACCORDANCE WITH THE PRECEDING SENTENCE SHALL BE ACCOMPANIED BY A RESPONSIBLE
OFFICER'S CERTIFICATE SETTING FORTH THE INFORMATION SPECIFIED IN SECTION 4.03 OF
THE SERVICING AGREEMENT COVERING THE PERIOD DURING THE THEN CURRENT CALENDAR
YEAR THROUGH THE DATE OF SUCH NOTICE. THE TRUSTEE SHALL GIVE SUCH NOTICE TO THE
TRANSFER AGENT AND REGISTRAR AND THE PAYING AGENT AT THE TIME SUCH NOTICE IS
GIVEN TO SUCH INVESTOR CERTIFICATEHOLDERS.
(B)
NOTWITHSTANDING THE TERMINATION OF THE TRUST PURSUANT TO SECTION
9.01(A) OR THE OCCURRENCE OF THE SERIES TERMINATION DATE WITH RESPECT TO ANY
SERIES PURSUANT TO SECTION 9.02, ALL FUNDS THEN ON DEPOSIT IN THE COLLECTION
ACCOUNTS (BUT ONLY TO THE EXTENT NECESSARY TO PAY ALL OUTSTANDING AND UNPAID
AMOUNTS TO HOLDERS) SHALL CONTINUE TO BE HELD IN TRUST FOR THE BENEFIT OF THE
HOLDERS AND THE PAYING AGENT OR THE TRUSTEE SHALL PAY SUCH FUNDS TO THE INVESTOR
CERTIFICATEHOLDERS UPON SURRENDER OF THEIR INVESTOR CERTIFICATES IN ACCORDANCE
WITH THE TERMS HEREOF. ANY INVESTOR CERTIFICATE NOT SURRENDERED ON THE DATE
SPECIFIED IN SECTION 9.03(A)(I) SHALL CEASE TO ACCRUE ANY AMOUNTS DUE PROVIDED
FOR SUCH INVESTOR CERTIFICATE FROM AND AFTER SUCH DATE. IN THE EVENT THAT ALL OF
THE INVESTOR CERTIFICATEHOLDERS SHALL NOT SURRENDER THEIR INVESTOR CERTIFICATES
FOR CANCELLATION WITHIN SIX (6) MONTHS AFTER THE DATE SPECIFIED IN THE
ABOVE-MENTIONED WRITTEN NOTICE, THE TRUSTEE SHALL GIVE A SECOND WRITTEN NOTICE
TO THE REMAINING INVESTOR CERTIFICATEHOLDERS OF SUCH SERIES TO SURRENDER THEIR
INVESTOR CERTIFICATES FOR CANCELLATION AND RECEIVE THE FINAL DISTRIBUTION WITH
RESPECT THERETO. IF WITHIN ONE (1) YEAR AFTER THE SECOND NOTICE ALL THE INVESTOR
CERTIFICATES OF SUCH SERIES SHALL NOT HAVE BEEN SURRENDERED FOR CANCELLATION,
THE TRUSTEE MAY TAKE APPROPRIATE STEPS, OR MAY APPOINT AN AGENT TO TAKE
APPROPRIATE STEPS, TO CONTACT THE