OF THE SECURITY FOR THE
CERTIFICATES
ISSUED
HEREUNDER
OR
INTENDED
TO BE
ISSUED
HEREUNDER.
THE
GRANTOR
TRUSTEE
SHALL
NOT AT ANY TIME HAVE ANY
RESPONSIBILITY
OR LIABILITY
FOR OR WITH RESPECT TO THE
LEGALITY,
VALIDITY
AND
ENFORCEABILITY
OF ANY
MORTGAGE OR ANY MORTGAGE LOAN, OR THE
PERFECTION
AND PRIORITY OF ANY MORTGAGE OR THE
MAINTENANCE OF ANY
SUCH
PERFECTION AND PRIORITY,
OR FOR OR WITH RESPECT TO THE SUFFICIENCY OF THE TRUST FUND OR ITS ABILITY
TO GENERATE
THE
PAYMENTS TO BE
DISTRIBUTED
TO
CERTIFICATEHOLDERS
UNDER THIS
AGREEMENT.
THE GRANTOR
TRUSTEE
SHALL NOT HAVE ANY
RESPONSIBILITY
FOR FILING ANY
FINANCING
OR
CONTINUATION
STATEMENT IN ANY
PUBLIC OFFICE AT ANY TIME OR TO OTHERWISE
PERFECT OR MAINTAIN THE PERFECTION OF ANY SECURITY
INTEREST OR
LIEN GRANTED TO IT HEREUNDER OR TO RECORD THIS AGREEMENT.
SECTION 7.04.
GRANTOR TRUSTEE MAY OWN
CERTIFICATES.
THE GRANTOR TRUSTEE,
IN ITS INDIVIDUAL
CAPACITY OR IN ANY CAPACITY OTHER THAN AS GRANTOR
TRUSTEE
HEREUNDER,
MAY BECOME THE OWNER OR PLEDGEE OF
ANY
CERTIFICATES
WITH THE SAME
RIGHTS IT WOULD HAVE IF IT WERE NOT GRANTOR
TRUSTEE
AND MAY
OTHERWISE
DEAL WITH THE PARTIES HERETO.
SECTION 7.05.
EXPENSES. THE GRANTOR TRUSTEE AND ANY DIRECTOR,
OFFICER,
EMPLOYEE OR AGENT OF
SUCH PARTY,
WILL BE ENTITLED TO RECOVER FROM THE GRANTOR TRUST
DISTRIBUTION
ACCOUNT PURSUANT TO SECTION
3.02(B) ALL REASONABLE
OUT- OF-POCKET
EXPENSES,
DISBURSEMENTS
AND ADVANCES OF SUCH PARTY IN CONNECTION
WITH ANY EVENT OF
DEFAULT
OR BREACH
OF THIS
AGREEMENT
OR ANY
CLAIM OR LEGAL
ACTION
(INCLUDING
ANY
PENDING OR THREATENED CLAIM OR LEGAL ACTION) INCURRED OR MADE BY SUCH PARTY IN THE
ADMINISTRATION
OF THE
TRUSTS
HEREUNDER
(INCLUDING
THE REASONABLE
COMPENSATION,
EXPENSES AND
DISBURSEMENTS
OF ITS COUNSEL)
EXCEPT ANY SUCH EXPENSE,
DISBURSEMENT OR ADVANCE AS MAY ARISE FROM ITS NEGLIGENCE,
NEGLIGENT
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