TAKE EFFECT ONLY UPON THE
APPOINTMENT OF A QUALIFIED SUCCESSOR TRUSTEE AND ITS ACCEPTANCE OF SUCH
APPOINTMENT AS HEREINAFTER PROVIDED.
18
(C)
IF THE TRUSTEE BECOMES INCAPABLE OF ACTING, IS ADJUDGED TO BE
BANKRUPT OR INSOLVENT, OR A RECEIVER OF THE TRUSTEE OR OF ITS PROPERTY IS
APPOINTED, OR ANY PUBLIC OFFICER TAKES CHARGE OR CONTROL OF THE TRUSTEE OR OF
ITS PROPERTY OR AFFAIRS FOR THE PURPOSE OF REHABILITATION, CONSERVATION OR
LIQUIDATION, THEN THE TRUSTEE MAY BE REMOVED BY COURT ACTION INSTITUTED BY THE
DEPOSITOR OR ANY CERTIFICATEHOLDER.
(D)
ANY ENTITY INTO WHICH THE TRUSTEE MAY BE MERGED OR CONVERTED OR
WITH WHICH IT MAY BE CONSOLIDATED, OR ANY ENTITY RESULTING FROM ANY MERGER,
CONVERSION OR CONSOLIDATION TO WHICH THE TRUSTEE SHALL BE A PARTY, OR ANY ENTITY
SUCCEEDING TO ALL OR SUBSTANTIALLY ALL OF THE CORPORATE TRUST BUSINESS OF THE
TRUSTEE, SHALL BE THE SUCCESSOR OF THE TRUSTEE HEREUNDER WITHOUT THE EXECUTION
OR DELIVERY OF ANY PAPER OR ANY FURTHER ACT ON THE PART OF THE PARTIES HERETO;
PROVIDED, HOWEVER, THAT, IF, UPON THE OCCURRENCE OF SUCH EVENT, SUCH ENTITY
SHALL NOT BE ELIGIBLE TO SERVE AS TRUSTEE PURSUANT TO SECTION 9.08(E), SUCH
EVENT SHALL BE DEEMED TO BE AN ACT OF RESIGNATION BY THE TRUSTEE PURSUANT TO
SECTION 9.08(A), AND SUCH TRUSTEE SHALL DELIVER NOTICE THEREOF PURSUANT TO
SECTION 9.08(A) UPON THE OCCURRENCE OF SUCH EVENT.
(E)
IN CASE AT ANY TIME THE TRUSTEE ACTING HEREUNDER SHALL RESIGN OR
BE REMOVED, THE DEPOSITOR MAY APPOINT A SUCCESSOR TRUSTEE WITHIN 90 DAYS AFTER
THE DELIVERY OF A NOTICE OF RESIGNATION OR A NOTICE OF REMOVAL.
ANY SUCCESSOR
TRUSTEE SHALL BE A BANK OR TRUST COMPANY ORGANIZED AND DOING BUSINESS UNDER THE
LAWS OF THE UNITED STATES OF AMERICA OR OF ANY STATE THEREOF, AUTHORIZED TO ACT
AS TRUSTEE, HAVING A COMBINED CAPITAL AND SURPLUS OF AT LEAST $200,000,000,
RATED AT LEAST BBB+ BY S&P AND BAA2 BY MOODY'S AND SUBJECT TO SUPERVISION OR
EXAMINATION BY FEDERAL OR STATE AUTHORITY.
IF NO SUCCESSOR TRUSTEE HAS BEEN
APPOINTED AS SUCCESSOR TRUSTEE WITHIN 90 DAYS AFTER THE TRUSTEE HAS GIVEN
WRITTEN NOTICE OF ITS ELECTION TO RESIGN, THE RESIGNING TRUSTEE MAY, AT THE
EXPENSE OF THE DEPOSITOR, PETITION ANY COURT OF COMPETENT JURISDICTION FOR THE
APPOINTMENT OF A SUCCESSOR TRUSTEE.
(F)
ANY SUCCESSOR TRUSTEE APPOINTED HEREUNDER SHALL EXECUTE AND
DELIVER TO THE DEPOSITOR AND THE RETIRING TRUSTEE AN INSTRUMENT ACCEPTING SUCH
APPOINTMENT AND THEREUPON THE RESIGNATION OR REMOVAL OF THE RETIRING TRUSTEE
SHALL BECOME EFFECTIVE AND SUCH SUCCESSOR TRUSTEE SHALL BECOME VESTED WITH ALL
THE RIGHTS AND DUTIES OF THE RETIRING TRUSTEE.
THE RETIRING TRUSTEE SHALL (I)
UPON PAYMENT OF ITS CHARGES, DULY CAUSE THE ASSETS OF THE TRUST TO BE
TRANSFERRED TO SUCH SUCCESSOR TRUSTEE WHICH SHALL DEPOSIT THE SAME IN SEPARATE
ACCOUNTS HELD BY SUCH SUCCESSOR TRUSTEE AND DULY ASSIGN, TRANSFER AND DELIVER TO
SUCH SUCCESSOR TRUSTEE ALL RECORDS, CERTIFICATES AND RIGHTS TO ALL MONEYS HELD
BY SUCH RETIRING TRUSTEE HEREUNDER, AND (II) PAY OVER TO SUCH SUCCESSOR