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
DEPOSITOR.
(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 OF TRUST TO BE CANCELED BY FILING A CERTIFICATE OF CANCELLATION WITH
THE SECRETARY OF STATE IN ACCORDANCE WITH THE PROVISIONS OF SECTION 3810 OF THE
STATUTORY TRUST ACT, AND THEREUPON, THIS AGREEMENT SHALL TERMINATE.
SECTION 9.2
NOTIFICATION REGARDING BANKRUPTCY OF THE DEPOSITOR.
Promptly after the occurrence of any Insolvency Event with respect to the
Depositor, (a) the Depositor shall give the Owner Trustee, the Indenture Trustee
and the Insurer written notice of such Insolvency Event, (b) the Owner Trustee
shall, upon receipt of such written notice from the Depositor, give prompt
written notice to the Indenture Trustee of the occurrence of such event and (c)
the Indenture Trustee shall, upon receipt of such written notice from the
Depositor or the Owner Trustee, give prompt written notice to the Noteholders of
the occurrence of such event.
ARTICLE X
SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES
SECTION 10.1
ELIGIBILITY REQUIREMENTS FOR OWNER TRUSTEE.
The Owner Trustee shall at all times (a) be a Person satisfying the provisions
of Section 3807(a) of the Statutory Trust Act, (b) be authorized to exercise
corporate trust powers, (c) have a combined capital, surplus and undivided
profits of at least $50,000,000 and be subject to supervision or examination by
federal or state authorities and (d) have (or have a parent that has) a
long-term debt rating of investment grade by each of the Rating Agencies or
otherwise be
23
acceptable to each of the Rating Agencies and the Insurer (provided that no
Insurer Default shall have occurred and be continuing).
If such Person shall
publish reports of condition at least annually, pursuant to law or to the
requirements of the