FAILURE TO
ACT, OR
INTENTIONAL
MISCONDUCT OR WHICH IS THE
RESPONSIBILITY
OF THE
CERTIFICATEHOLDERS
OR THE TRUST
FUND HEREUNDER.
IF FUNDS IN THE GRANTOR TRUST DISTRIBUTION ACCOUNT ARE INSUFFICIENT THEREFOR,
SUCH PARTY
SHALL
RECOVER SUCH
EXPENSES,
DISBURSEMENTS
AND ADVANCES
FROM THE
DEPOSITOR.
SUCH
COMPENSATION
AND
REIMBURSEMENT
OBLIGATION
SHALL NOT BE LIMITED BY ANY PROVISION OF LAW IN REGARD TO THE COMPENSATION OF A
TRUSTEE OF AN EXPRESS TRUST.
SECTION 7.06.
ELIGIBILITY
REQUIREMENTS
FOR GRANTOR TRUSTEE.
THE GRANTOR
TRUSTEE,
AND ANY
SUCCESSOR
GRANTOR
TRUSTEE,
SHALL DURING THE ENTIRE
DURATION OF THIS AGREEMENT BE A STATE BANK OR TRUST
COMPANY OR A NATIONAL
BANKING
ASSOCIATION
ORGANIZED AND DOING
BUSINESS UNDER THE LAWS OF SUCH STATE OR
THE UNITED STATES OF AMERICA,
AUTHORIZED
UNDER SUCH LAWS TO EXERCISE
CORPORATE
TRUST POWERS,
HAVING A
COMBINED
CAPITAL
AND
SURPLUS
AND
UNDIVIDED
PROFITS
OF AT
LEAST
$40,000,000
OR,
IN THE CASE OF A
SUCCESSOR
GRANTOR
TRUSTEE,
$50,000,000,
SUBJECT
TO
SUPERVISION
OR
EXAMINATION
BY FEDERAL OR STATE
AUTHORITY
AND RATED "BBB" OR HIGHER BY STANDARD & POOR'S AND "BAA2" OR HIGHER BY MOODY'S
WITH RESPECT TO
ANY OUTSTANDING
LONG-TERM UNSECURED
UNSUBORDINATED DEBT, AND, IN THE CASE OF A SUCCESSOR GRANTOR TRUSTEE
OTHER THAN PURSUANT TO SECTION 7.10,
RATED IN ONE OF THE TWO HIGHEST
LONG-TERM
DEBT
CATEGORIES
OF, OR
OTHERWISE
ACCEPTABLE
TO,
EACH OF THE RATING
AGENCIES.
IF THE
GRANTOR
TRUSTEE
PUBLISHES
REPORTS OF
CONDITION AT LEAST
ANNUALLY,
PURSUANT TO LAW OR TO THE
REQUIREMENTS
OF THE
AFORESAID
SUPERVISING
OR
EXAMINING
AUTHORITY,
THEN FOR THE PURPOSES OF THIS SECTION 7.06 THE COMBINED CAPITAL AND SURPLUS OF SUCH
CORPORATION
SHALL BE DEEMED TO BE ITS TOTAL EQUITY
CAPITAL
(COMBINED
CAPITAL AND SURPLUS) AS SET FORTH
IN ITS MOST RECENT REPORT OF CONDITION SO PUBLISHED.
IN CASE AT ANY TIME THE GRANTOR
TRUSTEE SHALL CEASE
TO BE ELIGIBLE IN ACCORDANCE
WITH THE PROVISIONS OF THIS SECTION 7.06,
THE GRANTOR
TRUSTEE SHALL RESIGN
IMMEDIATELY IN THE MANNER AND WITH THE EFFECT SPECIFIED IN SECTION 7.08.
SECTION 7.07.
INSURANCE.
THE
GRANTOR
TRUSTEE,
AT ITS
OWN
EXPENSE,
SHALL
AT ALL
TIMES
MAINTAIN AND KEEP IN FULL FORCE AND EFFECT:
(I)
FIDELITY
INSURANCE,
(II) THEFT OF DOCUMENTS
INSURANCE
AND (III)
FORGERY
INSURANCE
(WHICH MAY BE
COLLECTIVELY
SATISFIED
BY A "FINANCIAL
INSTITUTION
BOND"
AND/OR A "BANKERS'
BLANKET
BOND").
ALL SUCH INSURANCE SHALL BE IN AMOUNTS,
WITH STANDARD
COVERAGE AND
SUBJECT TO DEDUCTIBLES,
AS ARE CUSTOMARY FOR INSURANCE TYPICALLY
MAINTAINED BY BANKS OR THEIR AFFILIATES
WHICH ACT AS CUSTODIANS
FOR
INVESTOR-OWNED
MORTGAGE
POOLS.
A CERTIFICATE OF AN OFFICER OF THE GRANTOR
TRUSTEE AS TO SUCH PARTY'S
COMPLIANCE WITH THIS SECTION 7.07 SHALL BE FURNISHED TO ANY
CERTIFICATEHOLDER
UPON REASONABLE WRITTEN REQUEST.
SECTION 7.08.
RESIGNATION AND REMOVAL OF THE GRANTOR TRUSTEE.
(a)
Subject to the terms of this
Agreement,
the Grantor Trustee may at any time resign and
be discharged
from the Trust hereby created by giving
written
notice
thereof to the Depositor,
with a
copy to the Rating
Agencies.
Upon receiving
such notice of
resignation,
the Depositor
shall promptly
appoint a successor Grantor Trustee,
by