aforesaid supervising or examining authority,
then, for the purpose of this Section 8.06, 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 Trustee shall cease to be eligible in accordance with the provisions of this
Section 8.06, the Trustee shall resign immediately in the manner and with the
effect specified in Section 8.07.
SECTION 8.07
RESIGNATION OR REMOVAL OF TRUSTEE.
(A)
SUBJECT TO PARAGRAPH (C) BELOW, THE TRUSTEE MAY AT ANY TIME RESIGN
AND BE DISCHARGED FROM THE TRUST HEREBY CREATED BY GIVING 60 CALENDAR DAYS PRIOR
WRITTEN NOTICE THEREOF TO THE COMPANY, THE MASTER SERVICER AND EACH FUNDING
AGENT. UPON RECEIVING SUCH NOTICE OF RESIGNATION, THE COMPANY SHALL PROMPTLY
APPOINT A SUCCESSOR TRUSTEE BY WRITTEN INSTRUMENT, IN DUPLICATE, ONE COPY OF
WHICH INSTRUMENT SHALL BE DELIVERED TO THE RESIGNING TRUSTEE AND ONE COPY TO THE
SUCCESSOR TRUSTEE. IF NO SUCCESSOR TRUSTEE SHALL HAVE BEEN SO APPOINTED AND HAVE
ACCEPTED SUCH APPOINTMENT WITHIN THIRTY (30) DAYS AFTER THE GIVING OF SUCH
NOTICE OF RESIGNATION, THE RESIGNING TRUSTEE MAY PETITION ANY COURT OF COMPETENT
JURISDICTION FOR THE APPOINTMENT OF A SUCCESSOR TRUSTEE.
(B)
IF AT ANY TIME THE TRUSTEE SHALL CEASE TO BE ELIGIBLE IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 8.06 AND SHALL FAIL TO RESIGN AFTER
WRITTEN REQUEST THEREFOR BY THE MASTER SERVICER, OR IF AT ANY TIME THE TRUSTEE
SHALL BE LEGALLY UNABLE TO ACT, OR SHALL BE ADJUDGED A BANKRUPT OR INSOLVENT, OR
IF A RECEIVER OF THE TRUSTEE OR OF ITS PROPERTY SHALL BE APPOINTED, OR ANY
PUBLIC OFFICER SHALL TAKE CHARGE OR CONTROL OF THE TRUSTEE OR OF ITS PROPERTY OR
AFFAIRS FOR THE PURPOSE OF REHABILITATION, CONSERVATION OR LIQUIDATION, THEN THE
COMPANY MAY REMOVE THE
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TRUSTEE AND PROMPTLY APPOINT A SUCCESSOR TRUSTEE BY WRITTEN INSTRUMENT, IN
DUPLICATE, ONE COPY OF WHICH INSTRUMENT SHALL BE DELIVERED TO THE TRUSTEE SO
REMOVED AND ONE COPY TO THE SUCCESSOR TRUSTEE.
(C)
ANY RESIGNATION OR REMOVAL OF THE TRUSTEE AND APPOINTMENT OF A
SUCCESSOR TRUSTEE PURSUANT TO ANY OF THE PROVISIONS OF THIS SECTION 8.07 SHALL
NOT BECOME EFFECTIVE UNTIL ACCEPTANCE OF SUCH APPOINTMENT AS PROVIDED IN SECTION
8.08.
(D)
THE OBLIGATIONS OF THE COMPANY DESCRIBED IN SECTION 8.05 AND THE
OBLIGATIONS OF THE MASTER SERVICER DESCRIBED IN SECTION 8.05 AND SECTION 5.02 OF
THE SERVICING AGREEMENT SHALL SURVIVE THE REMOVAL OR RESIGNATION OF THE TRUSTEE
AS PROVIDED IN THIS AGREEMENT.
(E)
NO TRUSTEE UNDER THIS AGREEMENT SHALL BE PERSONALLY LIABLE FOR ANY
ACTION OR OMISSION OF ANY SUCCESSOR TRUSTEE.
SECTION 8.08
SUCCESSOR TRUSTEE.
(A)
ANY SUCCESSOR TRUSTEE APPOINTED AS PROVIDED IN SECTION 8.07 SHALL
EXECUTE, ACKNOWLEDGE AND DELIVER TO THE COMPANY AND TO ITS PREDECESSOR TRUSTEE
AN INSTRUMENT ACCEPTING SUCH APPOINTMENT HEREUNDER, AND THEREUPON THE
RESIGNATION OR REMOVAL OF THE PREDECESSOR TRUSTEE SHALL BECOME EFFECTIVE AND
SUCH SUCCESSOR TRUSTEE, WITHOUT ANY FURTHER ACT, DEED OR CONVEYANCE, SHALL
BECOME