WITHIN THE
MEANING OF SECTION 510(A) OF THE BANKRUPTCY CODE.
EACH OF THE OWNER TRUSTEE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS FURTHER ACKNOWLEDGES AND AGREES THAT NO
ADEQUATE REMEDY AT LAW EXISTS FOR A BREACH OF THIS SECTION 8.2(B) AND THE TERMS
OF THIS SECTION 8.2(B) MAY BE ENFORCED BY AN ACTION FOR SPECIFIC PERFORMANCE.
THE PROVISIONS OF THIS SECTION 8.2(B) WILL BE FOR THE THIRD PARTY BENEFIT OF
THOSE ENTITLED TO RELY THEREON AND WILL SURVIVE THE TERMINATION OF THIS
AGREEMENT.
SECTION 8.3
PAYMENTS TO THE OWNER TRUSTEE.
Any amounts paid to the Owner Trustee in its individual capacity or Deutsche
Bank Trust Company Americas pursuant to this Article VIII shall be deemed not to
be a part of the Owner Trust Estate immediately after such payment.
ARTICLE IX
TERMINATION
SECTION 9.1
TERMINATION OF TRUST AGREEMENT.
(A)
THE TRUST SHALL DISSOLVE AT THE EARLIER OF (I) THE PAYMENT TO THE
NOTEHOLDERS, THE DEPOSITOR AND THE INSURER OF ALL AMOUNTS REQUIRED TO BE PAID TO
THEM PURSUANT TO THE TERMS OF THE INDENTURE, THE SALE AND ALLOCATION AGREEMENT,
THE INSURANCE AGREEMENT AND ARTICLE V HEREIN OR (II) THE PAYMENT DATE NEXT
SUCCEEDING THE MONTH WHICH IS ONE YEAR AFTER THE MATURITY OR OTHER LIQUIDATION
OF THE LAST CONTRACT AND THE DISPOSITION OF ANY AMOUNTS RECEIVED UPON
LIQUIDATION OF ANY PROPERTY REMAINING IN THE TRUST; PROVIDED, HOWEVER, 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
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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