LONG-TERM
DEBT
CATEGORIES
OF, OR
OTHERWISE
ACCEPTABLE
TO,
EACH OF THE RATING
AGENCIES.
IF THE
GRANTOR
TRUSTEE
PUBLISHES
REPORTS OF
CONDITION AT LEAST
ANNUALLY,
PURSUANT TO LAW OR TO THE
REQUIREMENTS
OF THE
AFORESAID
SUPERVISING
OR
EXAMINING
AUTHORITY,
THEN FOR THE PURPOSES OF THIS SECTION 7.06 THE COMBINED CAPITAL AND SURPLUS OF SUCH
CORPORATION
SHALL BE DEEMED TO BE ITS TOTAL EQUITY
CAPITAL
(COMBINED
CAPITAL AND SURPLUS) AS SET FORTH
IN ITS MOST RECENT REPORT OF CONDITION SO PUBLISHED.
IN CASE AT ANY TIME THE GRANTOR
TRUSTEE SHALL CEASE
TO BE ELIGIBLE IN ACCORDANCE
WITH THE PROVISIONS OF THIS SECTION 7.06,
THE GRANTOR
TRUSTEE SHALL RESIGN
IMMEDIATELY IN THE MANNER AND WITH THE EFFECT SPECIFIED IN SECTION 7.08.
SECTION 7.07.
INSURANCE.
THE
GRANTOR
TRUSTEE,
AT ITS
OWN
EXPENSE,
SHALL
AT ALL
TIMES
MAINTAIN AND KEEP IN FULL FORCE AND EFFECT:
(I)
FIDELITY
INSURANCE,
(II) THEFT OF DOCUMENTS
INSURANCE
AND (III)
FORGERY
INSURANCE
(WHICH MAY BE
COLLECTIVELY
SATISFIED
BY A "FINANCIAL
INSTITUTION
BOND"
AND/OR A "BANKERS'
BLANKET
BOND").
ALL SUCH INSURANCE SHALL BE IN AMOUNTS,
WITH STANDARD
COVERAGE AND
SUBJECT TO DEDUCTIBLES,
AS ARE CUSTOMARY FOR INSURANCE TYPICALLY
MAINTAINED BY BANKS OR THEIR AFFILIATES
WHICH ACT AS CUSTODIANS
FOR
INVESTOR-OWNED
MORTGAGE
POOLS.
A CERTIFICATE OF AN OFFICER OF THE GRANTOR
TRUSTEE AS TO SUCH PARTY'S
COMPLIANCE WITH THIS SECTION 7.07 SHALL BE FURNISHED TO ANY
CERTIFICATEHOLDER
UPON REASONABLE WRITTEN REQUEST.
SECTION 7.08.
RESIGNATION AND REMOVAL OF THE GRANTOR TRUSTEE.
(a)
Subject to the terms of this
Agreement,
the Grantor Trustee may at any time resign and
be discharged
from the Trust hereby created by giving
written
notice
thereof to the Depositor,
with a
copy to the Rating
Agencies.
Upon receiving
such notice of
resignation,
the Depositor
shall promptly
appoint a successor Grantor Trustee,
by written instrument,
in triplicate,
one copy of which instrument
shall be delivered to each of the resigning
Grantor
Trustee and the
successor
Grantor
Trustee.
If no
successor
Grantor
Trustee
shall have been so appointed
and have
accepted
appointment
within 30 days
after the giving of such notice of
resignation,
the resigning
Grantor Trustee may assign its duties and
obligations
hereunder
to a Person who
satisfies
the
requirements
of Section 7.06 or may petition any
court of competent
jurisdiction for the appointment of a successor
Grantor Trustee.
The Grantor Trustee
may resign
hereunder unless it shall also resign as Underlying
Trustee under the Underlying
Pooling and
Servicing Agreement.
(b)
If at any time the Grantor
Trustee
shall cease to be eligible in
accordance
with the
provisions of Section 7.06 and shall fail to resign after written
request
therefor by the Depositor,
or
if at any time the Grantor
Trustee shall become
incapable of acting,
or shall be adjudged a bankrupt or
insolvent,
or a receiver of the Grantor
Trustee or of its
property
shall be
appointed,
or any public
officer
shall take
charge or control
of the
Grantor
Trustee
or of its
property
or affairs
for the
purpose of
rehabilitation,
conservation
or
liquidation,
then the Depositor
shall promptly