NECESSARY. NO CO-TRUSTEE OR SEPARATE TRUSTEE
HEREUNDER SHALL BE REQUIRED TO MEET THE TERMS OF ELIGIBILITY AS A SUCCESSOR
TRUSTEE UNDER SECTION 8.06 AND NO NOTICE TO HOLDERS OF THE APPOINTMENT OF ANY
CO-TRUSTEE OR SEPARATE TRUSTEE SHALL BE REQUIRED UNDER SECTION 8.08. THE TRUSTEE
SHALL PROMPTLY NOTIFY EACH FUNDING AGENT OF THE APPOINTMENT OF ANY CO-TRUSTEE.
(B)
EVERY SEPARATE TRUSTEE AND CO-TRUSTEE SHALL, TO THE EXTENT
PERMITTED BY LAW, BE APPOINTED AND ACT SUBJECT TO THE FOLLOWING PROVISIONS AND
CONDITIONS:
(I)
ALL RIGHTS, POWERS, DUTIES AND OBLIGATIONS CONFERRED OR IMPOSED
UPON THE TRUSTEE SHALL BE CONFERRED OR IMPOSED UPON AND EXERCISED OR PERFORMED
BY THE TRUSTEE AND SUCH SEPARATE TRUSTEE OR CO-TRUSTEE JOINTLY (IT BEING
UNDERSTOOD THAT SUCH SEPARATE TRUSTEE OR CO-TRUSTEE IS NOT AUTHORIZED TO ACT
SEPARATELY WITHOUT THE TRUSTEE JOINING IN SUCH ACT), EXCEPT TO THE EXTENT THAT
UNDER ANY STATUTE OF ANY JURISDICTION IN WHICH ANY PARTICULAR ACT OR ACTS ARE TO
BE PERFORMED (WHETHER AS TRUSTEE HEREUNDER), THE TRUSTEE SHALL BE INCOMPETENT OR
UNQUALIFIED TO PERFORM SUCH ACT OR ACTS, IN WHICH EVENT SUCH RIGHTS, POWERS,
DUTIES AND OBLIGATIONS (INCLUDING THE HOLDING OF TITLE TO THE TRUST OR ANY
PORTION THEREOF IN ANY SUCH JURISDICTION) SHALL BE EXERCISED AND PERFORMED
SINGLY BY SUCH SEPARATE TRUSTEE OR CO-TRUSTEE, BUT SOLELY AT THE DIRECTION OF
THE TRUSTEE;
(II)
NEITHER THE TRUSTEE NOR ANY SEPARATE TRUSTEE OR CO-TRUSTEE SHALL
BE PERSONALLY LIABLE BY REASON OF ANY ACT OR OMISSION OF ANY OTHER TRUSTEE,
SEPARATE TRUSTEE OR CO-TRUSTEE HEREUNDER SO LONG AS SUCH TRUSTEE, SEPARATE
TRUSTEE OR CO-TRUSTEE IS APPOINTED WITH DUE CARE IN ACCORDANCE WITH THE TERMS OF
THIS AGREEMENT; AND
(III)
THE TRUSTEE MAY AT ANY TIME ACCEPT THE RESIGNATION OF OR REMOVE
ANY SEPARATE TRUSTEE OR CO-TRUSTEE.
(C)
ANY NOTICE, REQUEST OR OTHER WRITING GIVEN TO THE TRUSTEE SHALL BE
DEEMED TO HAVE BEEN GIVEN TO EACH OF THE THEN SEPARATE TRUSTEES AND CO-TRUSTEES,
AS
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EFFECTIVELY AS IF GIVEN TO EACH OF THEM. EVERY INSTRUMENT APPOINTING ANY
SEPARATE TRUSTEE OR CO-TRUSTEE SHALL REFER TO THIS AGREEMENT AND THE CONDITIONS
OF THIS ARTICLE VIII. EACH SEPARATE TRUSTEE AND CO-TRUSTEE, UPON ITS ACCEPTANCE
OF THE TRUSTS CONFERRED, SHALL BE VESTED WITH THE ESTATES OR PROPERTY SPECIFIED
IN ITS INSTRUMENT OF APPOINTMENT, EITHER JOINTLY WITH THE TRUSTEE OR SEPARATELY,
AS MAY BE PROVIDED THEREIN, SUBJECT TO ALL THE PROVISIONS OF ANY POOLING AND
SERVICING AGREEMENT, SPECIFICALLY INCLUDING EVERY PROVISION OF ANY POOLING AND
SERVICING AGREEMENT RELATING TO THE CONDUCT OF, AFFECTING THE LIABILITY OF, OR
AFFORDING PROTECTION TO, THE TRUSTEE. EVERY SUCH INSTRUMENT SHALL BE FILED WITH
THE TRUSTEE AND A COPY THEREOF GIVEN TO THE MASTER SERVICER AND THE COMPANY.
(D)
ANY SEPARATE TRUSTEE OR CO-TRUSTEE MAY AT ANY TIME CONSTITUTE THE
TRUSTEE, ITS AGENT OR ATTORNEY-IN-FACT WITH FULL POWER AND AUTHORITY, TO THE
EXTENT NOT PROHIBITED BY LAW, TO DO ANY LAWFUL ACT UNDER OR IN RESPECT TO ANY
POOLING AND SERVICING AGREEMENT ON ITS BEHALF AND IN ITS NAME. IF ANY SEPARATE
TRUSTEE OR