REMAINING INVESTOR CERTIFICATEHOLDERS OF SUCH
SERIES CONCERNING SURRENDER OF THEIR INVESTOR CERTIFICATES, AND THE COST THEREOF
SHALL BE PAID OUT OF THE FUNDS IN THE RELATED SERIES CONCENTRATION ACCOUNT HELD
FOR THE BENEFIT OF SUCH INVESTOR CERTIFICATEHOLDERS. THE TRUSTEE AND THE PAYING
AGENT SHALL PAY, PRO RATA, TO THE HOLDERS OF THE EXCHANGEABLE COMPANY INTEREST
UPON REQUEST ANY MONIES HELD BY THEM FOR THE PAYMENT OF AMOUNTS DUE IN RESPECT
THEREOF THAT REMAINS UNCLAIMED FOR TWO (2) YEARS AND NEITHER THE TRUSTEE NOR THE
PAYING AGENT SHALL BE LIABLE TO ANY INVESTOR CERTIFICATEHOLDER FOR SUCH PAYMENT
TO THE COMPANY UPON ITS REQUEST. AFTER SUCH PAYMENT TO THE COMPANY, HOLDERS
ENTITLED TO THE MONEY MUST LOOK TO THE COMPANY FOR
69
PAYMENT AS GENERAL CREDITORS UNLESS AN APPLICABLE ABANDONED PROPERTY LAW
DESIGNATES ANOTHER PERSON.
(C)
ALL INVESTOR CERTIFICATES SURRENDERED FOR PAYMENT OF THE FINAL
DISTRIBUTION WITH RESPECT TO SUCH INVESTOR CERTIFICATES AND CANCELLATION SHALL
BE CANCELLED BY THE TRANSFER AGENT AND REGISTRAR AND BE DISPOSED OF IN A
CUSTOMARY MANNER SATISFACTORY TO THE TRUSTEE.
SECTION 9.04
THE COMPANY'S TERMINATION RIGHTS.
Upon the termination of the Trust pursuant to Section 9.01 and payment to the
Trustee (in its capacity as such) of all amounts owed to it under any Pooling
and Servicing Agreement, the Trustee shall release the security interest of the
Trust in the Participation Assets, whether then existing or thereafter created,
and all proceeds thereof except for amounts held by the Trustee pursuant to
Section 9.03(b). The Trustee shall execute and deliver such instruments in each
case without recourse, representation or warranty, as shall be reasonably
requested by the Company to effect the release of all right, title and interest
which the Trust had in the Participation Assets.
ARTICLE X
MISCELLANEOUS PROVISIONS
SECTION 10.01
AMENDMENT.
(A)
SUBJECT TO SECTION 10.01(C), THIS AGREEMENT, THE SERVICING
AGREEMENT AND EACH SUPPLEMENT IN RESPECT OF AN OUTSTANDING SERIES (COLLECTIVELY,
THE "POOLING AND SERVICING AGREEMENTS") MAY BE AMENDED IN WRITING FROM TIME TO
TIME BY THE MASTER SERVICER, THE COMPANY AND THE TRUSTEE WITH THE WRITTEN
CONSENT OF EACH FUNDING AGENT WITH RESPECT TO ANY OUTSTANDING SERIES, AND
WITHOUT THE CONSENT OF ANY HOLDER, TO CURE ANY AMBIGUITY, TO CORRECT OR
SUPPLEMENT ANY PROVISIONS HEREIN OR THEREIN WHICH MAY BE INCONSISTENT WITH ANY
OTHER PROVISIONS HEREIN OR THEREIN OR TO ADD ANY OTHER PROVISIONS HERETO OR
THERETO TO CHANGE IN ANY MANNER OR ELIMINATE ANY OF THE PROVISIONS WITH RESPECT
TO MATTERS OR QUESTIONS RAISED UNDER ANY POOLING AND SERVICING AGREEMENT WHICH
SHALL NOT BE INCONSISTENT WITH THE PROVISIONS OF ANY POOLING AND SERVICING
AGREEMENT; PROVIDED, HOWEVER, THAT SUCH ACTION SHALL NOT, AS EVIDENCED BY A
RESPONSIBLE OFFICER'S CERTIFICATE OF THE COMPANY DELIVERED TO THE TRUSTEE, HAVE
A MATERIAL ADVERSE EFFECT WITH RESPECT TO THE COMPANY (BUT, TO THE EXTENT THAT
THE DETERMINATION OF WHETHER SUCH ACTION WOULD HAVE A MATERIAL ADVERSE EFFECT
WITH RESPECT TO THE COMPANY REQUIRES A CONCLUSION AS TO A QUESTION OF LAW, AN
OPINION OF COUNSEL SHALL BE DELIVERED