IN EACH CASE, THAT THE POLICY SHALL HAVE BEEN TERMINATED IN
ACCORDANCE WITH ITS TERMS AND RETURNED TO THE INSURER FOR CANCELLATION. THE
BANKRUPTCY, LIQUIDATION, DISSOLUTION, DEATH OR INCAPACITY OF THE DEPOSITOR SHALL
NOT OPERATE TO TERMINATE OR DISSOLVE THIS AGREEMENT OR THE TRUST, ENTITLE THE
DEPOSITOR'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 ALL OR ANY
PART OF THE TRUST OR OWNER TRUST ESTATE OR OTHERWISE AFFECT THE RIGHTS,
OBLIGATIONS AND LIABILITIES OF THE PARTIES HERETO.
(B)
THE DEPOSITOR SHALL NOT BE ENTITLED TO REVOKE OR TERMINATE THE
TRUST.
(C)
NOTICE OF ANY DISSOLUTION OF THE TRUST, SPECIFYING THE PAYMENT
DATE UPON WHICH THE DEPOSITOR SHALL SURRENDER THE CERTIFICATE TO THE PAYING
AGENT WITH RESPECT TO THE CERTIFICATE FOR PAYMENT OF THE FINAL DISTRIBUTION AND
CANCELLATION, SHALL BE GIVEN BY THE OWNER TRUSTEE BY LETTER TO THE DEPOSITOR
MAILED WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT BY THE OWNER TRUSTEE OF WRITTEN
NOTICE OF SUCH DISSOLUTION FROM THE SERVICER, STATING (I) THE PAYMENT DATE UPON
OR WITH RESPECT TO WHICH FINAL PAYMENT OF THE CERTIFICATE SHALL BE MADE UPON
PRESENTATION AND SURRENDER OF THE CERTIFICATE AT THE OFFICE OF THE PAYING AGENT
THEREIN SPECIFIED, (II) THE AMOUNT OF ANY SUCH FINAL PAYMENT AND (III) THAT THE
RECORD DATE OTHERWISE APPLICABLE TO SUCH PAYMENT DATE IS NOT APPLICABLE,
PAYMENTS BEING MADE ONLY UPON PRESENTATION AND SURRENDER OF THE CERTIFICATE AT
THE OFFICE OF THE PAYING AGENT THEREIN SPECIFIED. THE OWNER TRUSTEE SHALL GIVE
SUCH NOTICE TO THE CERTIFICATE REGISTRAR (IF OTHER THAN THE OWNER TRUSTEE) AND
THE PAYING AGENT WITH RESPECT TO THE CERTIFICATE AT THE TIME SUCH NOTICE IS
GIVEN TO THE DEPOSITOR. UPON PRESENTATION AND SURRENDER OF THE CERTIFICATE, THE
PAYING AGENT WITH RESPECT TO THE CERTIFICATE SHALL CAUSE TO BE DISTRIBUTED TO
THE DEPOSITOR AMOUNTS DISTRIBUTABLE ON SUCH PAYMENT DATE PURSUANT TO SECTION
5.2. IN THE EVENT THAT THE DEPOSITOR SHALL NOT SURRENDER THE CERTIFICATE FOR
CANCELLATION WITHIN SIX (6) MONTHS AFTER THE DATE SPECIFIED IN THE ABOVE
MENTIONED WRITTEN NOTICE, THE OWNER TRUSTEE SHALL GIVE A SECOND WRITTEN NOTICE
TO THE DEPOSITOR TO SURRENDER THE CERTIFICATE FOR CANCELLATION AND RECEIVE THE
FINAL DISTRIBUTION WITH RESPECT THERETO. IF WITHIN ONE YEAR AFTER THE SECOND
NOTICE THE 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 DEPOSITOR CONCERNING SURRENDER OF THE
CERTIFICATE AND THE COST THEREOF SHALL BE PAID OUT OF THE FUNDS AND OTHER ASSETS
THAT SHALL REMAIN SUBJECT TO THIS AGREEMENT. SUBJECT TO APPLICABLE ESCHEAT LAWS,
ANY FUNDS REMAINING IN THE TRUST AFTER EXHAUSTION OF SUCH REMEDIES SHALL BE
DISTRIBUTED BY THE PAYING AGENT WITH RESPECT TO THE CERTIFICATE TO THE HOLDER OF
THE CERTIFICATE.
(D)
UPON THE COMPLETION OF THE WINDING UP OF THE TRUST, THE OWNER
TRUSTEE, AT THE WRITTEN DIRECTION OF THE ADMINISTRATOR, SHALL CAUSE THE
CERTIFICATE