HAVE A COMBINED CAPITAL AND SURPLUS OF AT LEAST $250,000,000, (II)
BE SUBJECT TO SUPERVISION OR EXAMINATION BY FEDERAL OR STATE AUTHORITY AND (III)
HAVE A LONG-TERM UNSECURED SENIOR DEBT RATING OF "A2" OR BETTER BY MOODY'S OR A
LONG-TERM UNSECURED SENIOR DEBT RATING OF "A" BY STANDARD & POOR'S AND
SHORT-TERM UNSECURED SENIOR DEBT RATING OF "P-1" OR BETTER BY MOODY'S OR A
SHORT-TERM UNSECURED SENIOR DEBT RATING OF "A-2" BY STANDARD & POOR'S.
IF SUCH
CORPORATION PUBLISHES REPORTS OF CONDITION AT LEAST ANNUALLY, PURSUANT TO LAW OR
TO THE REQUIREMENTS OF SUCH SUPERVISING OR EXAMINING AUTHORITY, THEN, FOR THE
PURPOSES OF THIS SECTION 906, THE COMBINED CAPITAL AND SURPLUS OF SUCH
CORPORATION SHALL BE DEEMED TO BE ITS COMBINED CAPITAL AND SURPLUS AS SET FORTH
IN ITS MOST RECENT REPORT OF CONDITION SO PUBLISHED.
IN CASE AT ANY TIME THE
INDENTURE TRUSTEE SHALL CEASE TO BE ELIGIBLE IN ACCORDANCE WITH THE PROVISIONS
OF THIS SECTION 906, THE INDENTURE TRUSTEE SHALL RESIGN IMMEDIATELY IN THE
MANNER AND WITH THE EFFECT SPECIFIED IN SECTION 907 HEREOF.
IN LIEU OF THE
FOREGOING ELIGIBILITY REQUIREMENTS FOR THE INDENTURE TRUSTEE, THE BANK OF NEW
YORK SHALL BE AN ELIGIBLE INDENTURE TRUSTEE.
SECTION 907.
RESIGNATION AND REMOVAL OF INDENTURE TRUSTEE.
THE INDENTURE
TRUSTEE MAY AT ANY TIME RESIGN AND BE DISCHARGED FROM THE TRUSTS HEREBY CREATED
BY GIVING WRITTEN NOTICE THEREOF TO THE ISSUER, THE SERVICER, THE ADMINISTRATIVE
AGENT, EACH SERIES ENHANCER IF APPLICABLE AND THE NOTEHOLDERS.
UPON RECEIVING
SUCH NOTICE OF RESIGNATION, THE ISSUER SHALL PROMPTLY APPOINT A SUCCESSOR
TRUSTEE BY WRITTEN INSTRUMENT, IN DUPLICATE, ONE COPY OF WHICH INSTRUMENT SHALL
BE DELIVERED TO THE RESIGNING INDENTURE TRUSTEE AND EACH SERIES ENHANCER IF
APPLICABLE, AND ONE COPY TO THE SUCCESSOR INDENTURE TRUSTEE.
IF NO SUCCESSOR
INDENTURE TRUSTEE SHALL HAVE BEEN SO APPOINTED AND HAVE ACCEPTED APPOINTMENT
WITHIN 30 DAYS AFTER THE GIVING OF SUCH NOTICE OF RESIGNATION, THE REQUISITE
GLOBAL MAJORITY MAY APPOINT A SUCCESSOR TRUSTEE OR, IF IT DOES NOT DO SO WITHIN
30 DAYS THEREAFTER, THE RESIGNING INDENTURE TRUSTEE, WITH THE CONSENT OF EACH
SERIES ENHANCER, MAY PETITION ANY COURT OF COMPETENT JURISDICTION FOR THE
APPOINTMENT OF A SUCCESSOR TRUSTEE, WHICH SUCCESSOR TRUSTEE SHALL MEET THE
ELIGIBILITY STANDARDS SET FORTH IN SECTION 906.
If at any time the Indenture Trustee shall cease to be eligible in accordance
with the provisions of Section 906 hereof and shall fail to resign after written
request therefor by the Issuer, any Series Enhancer if applicable or the
Servicer, or if at any time the Indenture Trustee shall become incapable of
acting, or shall be adjudged bankrupt or insolvent, or a receiver of the
Indenture Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Indenture Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then the
Issuer shall remove the Indenture Trustee and appoint a successor Indenture
Trustee by written instrument, in duplicate, one copy of which instrument shall
be