Common use of Successor Trustee Clause in Contracts

Successor Trustee. Any successor Trustee appointed as provided in Section 9.06 shall execute, acknowledge and deliver to the Servicer 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 fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee herein. The predecessor Trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole of the Mortgage Files and related documents and statements held by it hereunder, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trust. No successor Trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment such successor Trustee shall be eligible under the provisions of Section 9.05. Upon acceptance of appointment by a successor Trustee as provided in this Section 9.07, the Servicer shall cooperate to mail notice of the succession of such Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency. If the Servicer fail to mail such notice within ten days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Servicer.

Successor Trustee. Any successor Trustee appointed as provided in Section 9.06 shall execute, acknowledge and deliver to the Servicer 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 fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee herein. The predecessor Trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole of the Mortgage Files and related documents and statements held by it hereunder, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trust. No successor Trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment such successor Trustee shall be eligible under the provisions of Section 9.05. Upon acceptance of appointment by a successor Trustee as provided in this Section 9.07, the Servicer shall cooperate to mail notice of the succession of such Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency. If the Servicer fail fails to mail such notice within ten days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Servicer.

Successor Trustee. Any successor Trustee appointed as provided in pursuant to Section 9.06 10.2 shall execute, acknowledge and deliver to the Servicer Administrator and to its predecessor Trustee an instrument accepting such appointment hereunderunder this Agreement, 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 fully vested with all the rights, powers, duties duties, and obligations of its predecessor hereunderunder this Agreement, with like effect as if originally named as Trustee hereinthe Trustee. Such instrument shall identify the situs of the Trust, locations where payments will be made and/or received, and where bank accounts will be maintained for purposes of Section 2.9 hereof, if such locations are to change following such appointment. As of the effective date of such instrument, Section 2.9 hereof shall be read to include such locations identified in such instrument. The predecessor Trustee shall duly assign, transfer, upon payment of its fees and expenses deliver and pay over to the successor Trustee the whole of the Mortgage Files and related all documents and statements and monies held by it hereunder, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement; provided, however, that if and the Administrator and the predecessor Trustee has been terminated pursuant to shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the third paragraph of Section 9.06successor Trustee all such rights, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustpowers, duties and obligations. No successor Trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment acceptance such successor Trustee shall be eligible under the provisions of pursuant to Section 9.0510.1. Upon acceptance of appointment by a successor Trustee as provided in pursuant to this Section 9.07Section, the Servicer Administrator shall cooperate to mail notice of the succession of such Trustee hereunder appointment to all Holders of Certificates at their addresses as shown in Certificateholders, the Certificate Register Indenture Trustee, the Noteholders and to each the Rating AgencyAgencies. If the Servicer Administrator shall fail to mail such notice within ten 10 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the ServicerAdministrator. Any successor Trustee shall file an amendment to the Certificate of Trust as required by the Statutory Trust Act.

Successor Trustee. Any successor Trustee appointed as provided in Section 9.06 shall execute, acknowledge and deliver to the Servicer 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 fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee herein. The predecessor Trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole of the Mortgage Files and related documents and statements held by it hereunder, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from all duties and responsibilities under this AgreementAgreement (other than pursuant to Section 3.19 hereunder). All costs associated with the appointment of a successor Trustee shall be paid to the Person that incurred them by the predecessor Trustee. Without limiting the predecessor Trustee's obligation, if the predecessor Trustee fails to pay such costs, such costs shall be reimbursed by the Trust; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the TrustTrust to the Person that incurred them. No successor Trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment such successor Trustee shall be eligible under the provisions of Section 9.05. Upon acceptance of appointment by a successor Trustee as provided in this Section 9.07, the Servicer shall cooperate to mail notice of the succession of such Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency. If the Servicer fail fails to mail such notice within ten days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Servicer. The predecessor Trustee and successor Trustee shall notify the Depositor of any such appointment at least two Business Days prior to the effective date thereof and shall provide the Depositor with all information required by the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K not later than the effective date of such appointment.

Successor Trustee. Any successor Trustee appointed as provided in pursuant to Section 9.06 10.2 shall execute, acknowledge and deliver to the Servicer Administrator and to its predecessor Trustee an instrument accepting such appointment hereunderunder this Agreement, 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 fully vested with all the rights, powers, duties duties, and obligations of its predecessor hereunderunder this Agreement, with like effect as if originally named as Trustee hereinthe Trustee. Such instrument shall identify the situs of the Trust, locations where payments will be made and/or received, and where bank accounts will be maintained for purposes of Section 2.9, if such locations are to change following such appointment. As of the effective date of such instrument, Section 2.9 shall be read to include such locations identified in such instrument. The predecessor Trustee shall duly assign, transfer, upon payment of its fees and expenses deliver and pay over to the successor Trustee the whole of the Mortgage Files and related all documents and statements and monies held by it hereunder, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement; provided, however, that if and the Administrator and the predecessor Trustee has been terminated pursuant to shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the third paragraph of Section 9.06successor Trustee all such rights, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustpowers, duties and obligations. No successor Trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment acceptance such successor Trustee shall be eligible under the provisions of pursuant to Section 9.0510.1. Upon acceptance of appointment by a successor Trustee as provided in pursuant to this Section 9.07Section, the Servicer Administrator shall cooperate to mail notice of the succession of such Trustee hereunder appointment to all Holders of Certificates at their addresses as shown in Certificateholders, the Certificate Register Indenture Trustee, the Noteholders and to each the Rating AgencyAgencies. If the Servicer Administrator shall fail to mail such notice within ten 10 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the ServicerAdministrator. Any successor Trustee shall file an amendment to the Certificate of Trust as required by the Statutory Trust Act.

Successor Trustee. Any successor Trustee appointed as provided in Section 9.06 shall execute, acknowledge and deliver to the Servicer 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 fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee herein. The predecessor Trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole of the Mortgage Files and related documents and statements held by it hereunder, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. All costs associated with the appointment of a successor Trustee shall be paid by the predecessor Trustee to the Person that incurred them. Without limiting the predecessor Trustee's obligation, if the predecessor Trustee fails to pay such costs, such costs shall be reimbursed by the Trust; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the TrustTrust to the Person that incurred them. No successor Trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment such successor Trustee shall be eligible under the provisions of Section 9.05. Upon acceptance of appointment by a successor Trustee as provided in this Section 9.07, the Servicer shall cooperate to mail notice of the succession of such Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency. If the Servicer fail fails to mail such notice within ten days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Servicer.

Successor Trustee. Any successor Trustee appointed as provided in Section 9.06 shall section 8.7 will execute, acknowledge and deliver to the Servicer CitiMortgage and to its predecessor Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee shall will become effective and such successor Trustee, without any further act, deed or conveyance, shall will become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, hereunder with like effect as if originally named as Trustee hereinTrustee. The predecessor Trustee shall duly assign, transfer, will deliver and pay over to the successor Trustee the whole of the Mortgage Files all mortgage files and related documents and statements held by it hereunder; and, together with all instruments of transfer and assignment if any mortgage notes or other mortgage documents properly executed as may be reasonably required are then held by the Mortgage Note Custodian or Mortgage Document Custodian, respectively, pursuant to effect such transfer and such of the records or copies thereof maintained by a Mortgage Document Custodial Agreement, the predecessor Trustee in and the administration hereof Mortgage Note Custodian or the Mortgage Document Custodian, as the case may be reasonably requested by be, will amend such Mortgage Document Custodial Agreement to make the successor Trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement; provided, however, that if the successor to the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of thereunder; and CitiMortgage and the predecessor Trustee incurred will execute and deliver such instruments and do other such things as may reasonably be required for fully and certainly vesting and confirming in complying with this Section 9.07 shall be reimbursed by the Trustsuccessor Trustee all such rights, powers, duties and obligations. No successor Trustee shall will accept appointment as provided in this Section 9.07 section 8.8 unless at the time of such appointment acceptance such successor Trustee shall will be eligible under the provisions of Section 9.05section 8.6. Upon acceptance of appointment by a successor Trustee as provided in this Section 9.07section 8.8, the Servicer shall cooperate to CitiMortgage will mail notice of the succession of such Trustee hereunder to all Holders holders of Certificates certificates at their addresses as shown in the Certificate Register Register, and to each Rating Agencyany Insurer. If the Servicer fail CitiMortgage fails to mail such notice within ten 10 days after acceptance of appointment by the successor Trustee, the successor Trustee shall will cause such notice to be mailed at the expense of the ServicerCitiMortgage.

Successor Trustee. Any successor Trustee appointed as provided in Section 9.06 shall execute, acknowledge and deliver to the Servicer Servicers 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 fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee herein. The predecessor Trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole of the Mortgage Files and related documents and statements held by it hereunder, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trust. No successor Trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment such successor Trustee shall be eligible under the provisions of Section 9.05. Upon acceptance of appointment by a successor Trustee as provided in this Section 9.07, the Servicer Servicers shall cooperate to mail notice of the succession of such Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency. If the Servicer Servicers fail to mail such notice within ten days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the ServicerServicers.

Successor Trustee. Any successor Trustee appointed as provided in pursuant to Section 9.06 10.2 shall execute, acknowledge and deliver to the Servicer Administrator and to its predecessor Trustee an instrument accepting such appointment hereunderunder this Agreement, 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 fully vested with all the rights, powers, duties duties, and obligations of its predecessor hereunderunder this Agreement, with like effect as if originally named as Trustee hereinthe Trustee. Such instrument shall identify the situs of the Trust, locations where payments will be made and/or received, and where bank accounts will be maintained for purposes of Section 2.9 hereof, if such locations are to change following such appointment. As of the effective date of such instrument, Section 2.9 hereof shall be read to include such locations identified in such instrument. The predecessor Trustee shall duly assign, transfer, upon payment of its fees and expenses deliver and pay over to the successor Trustee the whole of the Mortgage Files and related all documents and statements and monies held by it hereunder, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement; provided, however, that if and the Administrator and the predecessor Trustee has been terminated pursuant to shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the third paragraph of Section 9.06successor Trustee all such rights, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustpowers, duties and obligations. No successor Trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment acceptance such successor Trustee shall be eligible under the provisions of pursuant to Section 9.0510.1. Upon acceptance of appointment by a successor Trustee as provided in pursuant to this Section 9.07Section, the Servicer Administrator shall cooperate to mail notice of the succession of such Trustee hereunder appointment to all Holders of Certificates at their addresses as shown in Certificateholders, the Certificate Register Indenture Trustee, the Counterparties, the Noteholders and to each the Rating AgencyAgencies. If the Servicer Administrator shall fail to mail such notice within ten 10 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the ServicerAdministrator. Any successor Trustee shall file an amendment to the Certificate of Trust as required by the Statutory Trust Act.

Successor Trustee. Any successor Trustee appointed as provided in Section 9.06 shall section 8.7 will execute, acknowledge and deliver to the Servicer CitiMortgage and to its predecessor Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee shall will become effective and such successor Trustee, without any further act, deed or conveyance, shall will become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, hereunder with like effect as if originally named as Trustee hereinTrustee. The predecessor Trustee shall duly assign, transfer, will deliver and pay over to the successor Trustee the whole of the Mortgage Files all mortgage files and related documents and statements held by it hereunder; and, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required if any mortgage notes are then held by the Mortgage Note Custodian pursuant to effect such transfer and such of the records or copies thereof maintained by a Mortgage Note Custodial Agreement, the predecessor Trustee in and the administration hereof as may be reasonably requested by Mortgage Note Custodian will amend such Mortgage Note Custodial Agreement to make the successor Trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement; provided, however, that if the successor to the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of thereunder; and CitiMortgage and the predecessor Trustee incurred will execute and deliver such instruments and do other such things as may reasonably be required for fully and certainly vesting and confirming in complying with this Section 9.07 shall be reimbursed by the Trustsuccessor Trustee all such rights, powers, duties and obligations. No successor Trustee shall will accept appointment as provided in this Section 9.07 section 8.8 unless at the time of such appointment acceptance such successor Trustee shall will be eligible under the provisions of Section 9.05section 8.6. Upon acceptance of appointment by a successor Trustee as provided in this Section 9.07section 8.8, the Servicer shall cooperate to CitiMortgage will mail notice of the succession of such Trustee hereunder to all Holders holders of Certificates certificates at their addresses as shown in the Certificate Register Register, to the Rating Agencies and to each Rating Agencyany Insurer. If the Servicer fail CitiMortgage fails to mail such notice within ten 10 days after acceptance of appointment by the successor Trustee, the successor Trustee shall will cause such notice to be mailed at the expense of the ServicerCitiMortgage.

Successor Trustee. Any successor Trustee appointed as provided in Section 9.06 8.07 shall execute, acknowledge and deliver to the Servicer Depositor 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 fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, hereunder with like effect as if originally named as Trustee hereinTrustee. The predecessor Trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole of the all Mortgage Files and related documents and statements held by it hereunder, together with all ; and the predecessor Trustee shall amend the Mortgage File Custodial Agreement to make the successor Trustee the successor to the predecessor Trustee thereunder; and the Depositor and the predecessor Trustee shall execute and deliver such instruments of transfer and assignment or do other documents properly executed such things as may reasonably be reasonably required for fully and certainly vesting and confirming in the successor Trustee all such rights, powers, duties and obligations. All costs associated with the appointment of a successor Trustee shall be paid to effect such transfer and such of the records or copies thereof maintained Person that incurred them by the predecessor Trustee. Without limiting the predecessor Trustee's obligation, if the predecessor Trustee in the administration hereof as may fails to pay such costs, such costs shall be reasonably requested reimbursed by the successor Trustee and shall thereupon be discharged from all duties and responsibilities under this AgreementTrust; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.068.07, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 8.08 shall be reimbursed by the TrustTrust to the Person that incurred them. No successor Trustee shall accept appointment as provided in this Section 9.07 8.08 unless (x) at the time of such appointment acceptance such successor Trustee shall be eligible under Section 8.06 and (y) each Rating Agency shall have provided written acknowledgement to the provisions Depositor that the ratings of Section 9.05the Certificates in effect immediately prior to the appointment of such successor Trustee would not be qualified, downgraded or withdrawn and the Certificates would not be placed on credit review status (except for possible upgrading) as a result of such appointment. Upon acceptance of appointment by a successor Trustee as provided in this Section 9.078.08, the Servicer Depositor shall cooperate to mail notice of the succession of such Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating AgencyRegister. If the Servicer fail Depositor fails to mail such notice within ten 10 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the ServicerDepositor. The predecessor Trustee and successor Trustee shall notify the Depositor and the Servicer of any such appointment at least two Business Days prior to the effective date thereof and shall provide the Servicer with all information required by the Servicer to comply with the reporting obligation under Item 6.02 of Form 8-K with respect to the Trust not later than the effective date of such appointment.

Successor Trustee. Any successor Trustee appointed as provided in Section 9.06 shall execute, acknowledge and deliver to the Servicer 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 fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee herein. The predecessor Trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole of the Mortgage Files and related documents and statements held by it hereunderhereunder (or direct a Custodian to deliver such Mortgage Files and related documents and statements), together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated removed pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trust. No successor Trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment such successor Trustee shall be eligible under the provisions of Section 9.05. Upon acceptance of appointment by a successor Trustee as provided in this Section 9.07, the Servicer shall cooperate to mail notice of the succession of such Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency. If the Servicer fail fails to mail such notice within ten days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Servicer.

Successor Trustee. (a) Any successor Trustee appointed as provided in Section 9.06 8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to its the predecessor Trustee an instrument Trustee, as the case may be, instruments accepting such their 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 fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee herein, provided that the appointment of such successor Trustee shall not, as evidenced in writing by each Rating Agency, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates. The predecessor Trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole of the all Mortgage Files and related documents and statements held by it hereunder, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required to effect such transfer the Depositor and such of the records or copies thereof maintained by the predecessor Trustee in the administration hereof shall execute and deliver such instruments and do such other things as may reasonably be reasonably requested by required for more fully and certainly vesting and confirming in the successor Trustee and shall thereupon be discharged from all such rights, powers, duties and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustobligations. No successor Trustee shall accept appointment as provided in this Section 9.07 8.08 unless at the time of such appointment acceptance such successor Trustee shall be eligible under the provisions of Section 9.058.06. Upon acceptance of appointment by a successor Trustee as provided in this Section 9.078.08, the Servicer Depositor shall cooperate to mail notice of the succession of such Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agencythe Companion Loan Noteholders. If the Servicer fail Depositor fails to mail such notice within ten 10 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the ServicerDepositor. (b) Any successor Trustee appointed pursuant to this Agreement shall satisfy the eligibility requirements set forth in Section 8.06 hereof.

Successor Trustee. Any successor Trustee appointed as provided in Section 9.06 shall execute, acknowledge and deliver to the Master Servicer 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 fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee herein. The predecessor Trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole of the Mortgage Files and related documents and statements held by it hereunder, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trust. No successor Trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment such successor Trustee shall be eligible under the provisions of Section 9.05. Upon acceptance of appointment by a successor Trustee as provided in this Section 9.07, the Master Servicer shall cooperate to mail notice of the succession of such Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency. If the Master Servicer fail fails to mail such notice within ten days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Master Servicer.

Successor Trustee. Any successor Trustee appointed as provided in Section 9.06 shall execute, acknowledge and deliver to the Master Servicer 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 fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee herein. The predecessor Trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole of the Mortgage Files and related documents and statements held by it hereunder, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trust. No successor Trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment such successor Trustee shall be eligible under the provisions of Section 9.05. Upon acceptance of appointment by a successor Trustee as provided in this Section 9.07, the Master Servicer shall cooperate (at the expense of the Trust) to mail notice of the succession of such Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency. If the Master Servicer fail fails to mail such notice within ten days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Master Servicer.

Successor Trustee. Any successor Trustee appointed as provided in Section 9.06 shall execute, acknowledge and deliver to the Servicer Depositor 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 fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee herein. The predecessor Trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole of the Mortgage Files and related documents and statements held by it hereunder, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated removed pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trust. No successor Trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment such successor Trustee shall be eligible under the provisions of Section 9.05. Upon acceptance of appointment by a successor Trustee as provided in this Section 9.07, the Servicer Depositor shall cooperate to mail notice of the succession of such Trustee hereunder to the NIMS Insurer, all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency. If the Servicer fail Depositor fails to mail such notice within ten days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the ServicerDepositor.

Successor Trustee. Any successor Trustee appointed as provided in Section 9.06 shall section 8.7 will execute, acknowledge and deliver to the Servicer CitiMortgage and to its predecessor Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee shall will become effective and such successor Trustee, without any further act, deed or conveyance, shall will become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, hereunder with like effect as if originally named as Trustee hereinTrustee. The predecessor Trustee shall duly assign, transfer, will deliver and pay over to the successor Trustee the whole of the Mortgage Files all mortgage files and related documents and statements held by it hereunder; and, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required if any mortgage notes are then held by the Mortgage Note Custodian pursuant to effect such transfer and such of the records or copies thereof maintained by a Mortgage Note Custodial Agreement, the predecessor Trustee in and the administration hereof as may be reasonably requested by Mortgage Note Custodian will amend such Mortgage Note Custodial Agreement to make the successor Trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement; provided, however, that if the successor to the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of thereunder; and CitiMortgage and the predecessor Trustee incurred will execute and deliver such instruments and do other such things as may reasonably be required for fully and certainly vesting and confirming in complying with this Section 9.07 shall be reimbursed by the Trustsuccessor Trustee all such rights, powers, duties and obligations. No successor Trustee shall will accept appointment as provided in this Section 9.07 section 8.8 unless at the time of such appointment acceptance such successor Trustee shall will be eligible under the provisions of Section 9.05section 8.6. Upon acceptance of appointment by a successor Trustee as provided in this Section 9.07section 8.8, the Servicer shall cooperate to CitiMortgage will mail notice of the succession of such Trustee hereunder to all Holders holders of Certificates certificates at their addresses as shown in the Certificate Register Register, and to each Rating Agencyany Insurer. If the Servicer fail CitiMortgage fails to mail such notice within ten 10 days after acceptance of appointment by the successor Trustee, the successor Trustee shall will cause such notice to be mailed at the expense of the ServicerCitiMortgage.

Successor Trustee. Any successor Trustee appointed as provided in Section 9.06 8.07 shall execute, acknowledge and deliver to the Servicer Depositor 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 fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, hereunder with like effect as if originally named as Trustee hereinTrustee. The predecessor Trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole of the all Mortgage Files and related documents and statements held by it hereunder, together with all ; and the predecessor Trustee shall amend the Mortgage Note Custodial Agreement to make the successor Trustee the successor to the predecessor Trustee thereunder; and the Depositor and the predecessor Trustee shall execute and deliver such instruments of transfer and assignment or do other documents properly executed such things as may reasonably be reasonably required for fully and certainly vesting and confirming in the successor Trustee all such rights, powers, duties and obligations. All costs associated with the appointment of a successor Trustee shall be paid to effect such transfer and such of the records or copies thereof maintained Person that incurred them by the predecessor Trustee. Without limiting the predecessor Trustee's obligation, if the predecessor Trustee in the administration hereof as may fails to pay such costs, such costs shall be reasonably requested reimbursed by the successor Trustee and shall thereupon be discharged from all duties and responsibilities under this AgreementTrust; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.068.07, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 8.08 shall be reimbursed by the TrustTrust to the Person that incurred them. No successor Trustee shall accept appointment as provided in this Section 9.07 8.08 unless (x) at the time of such appointment acceptance such successor Trustee shall be eligible under Section 8.06 and (y) each Rating Agency shall have provided written acknowledgement to the provisions Depositor that the ratings of Section 9.05the Certificates in effect immediately prior to the appointment of such successor Trustee would not be qualified, downgraded or withdrawn and the Certificates would not be placed on credit review status (except for possible upgrading) as a result of such appointment. Upon acceptance of appointment by a successor Trustee as provided in this Section 9.078.08, the Servicer Depositor shall cooperate to mail notice of the succession of such Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each the Rating AgencyAgencies. If the Servicer fail Depositor fails to mail such notice within ten 10 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the ServicerDepositor. The predecessor Trustee and successor Trustee shall notify the Depositor and the Servicer of any such appointment at least two Business Days prior to the effective date thereof and shall provide the Servicer with all information required by the Servicer to comply with the reporting obligation under Item 6.02 of Form 8-K with respect to the Trust not later than the effective date of such appointment.

Successor Trustee. Any successor Trustee trustee appointed as provided in Section 9.06 10.07 shall execute, acknowledge and deliver to the Servicer Depositor and to its predecessor Trustee trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee trustee shall become effective, and such successor trustee shall become effective and such successor Trusteetrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee trustee herein. The predecessor Trustee trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole of the trustee all Mortgage Files and related documents and statements held by it hereunder, together with all and the Depositor, the Servicer and the predecessor 101 trustee shall execute and deliver such instruments of transfer and assignment or do such other documents properly executed things as may reasonably be reasonably required to effect such transfer for more fully and such of the records or copies thereof maintained by the predecessor Trustee certainly vesting and confirming in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from trustee all such rights, powers, duties and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustobligations. No successor Trustee trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment acceptance such successor Trustee trustee shall be eligible under the provisions of Section 9.0510.06. Prior to the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the rating of the Class A or Class M Certificates. Upon acceptance of appointment by a successor Trustee trustee as provided in this Section 9.07Section, the Servicer shall cooperate to mail notice of the succession of such Trustee trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register Register, to the Servicer, any Sub-Servicer and to each Rating Agency. If the Servicer fail Depositor fails to mail such notice within ten (10) days after acceptance of appointment by the successor Trusteetrustee, the successor Trustee trustee shall cause such notice to be mailed at the expense of the ServicerDepositor.

Successor Trustee. Any successor Trustee trustee appointed as provided in Section 9.06 10.07 shall execute, acknowledge and deliver to the Servicer Depositor and to its predecessor Trustee trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee trustee shall become effective, and such successor trustee shall become effective and such successor Trustee100 trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee trustee herein. The predecessor Trustee trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole of the trustee all Mortgage Files and related documents and statements held by it hereunder, together with all and the Depositor, the Servicer and the predecessor trustee shall execute and deliver such instruments of transfer and assignment or do such other documents properly executed things as may reasonably be reasonably required to effect such transfer for more fully and such of the records or copies thereof maintained by the predecessor Trustee certainly vesting and confirming in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from trustee all such rights, powers, duties and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustobligations. No successor Trustee trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment acceptance such successor Trustee trustee shall be eligible under the provisions of Section 9.0510.06. Prior to the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the rating of the Class A or Class M Certificates. Upon acceptance of appointment by a successor Trustee trustee as provided in this Section 9.07Section, the Servicer shall cooperate to mail notice of the succession of such Trustee trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register Register, to the Servicer, any Sub-Servicer and to each Rating Agency. If the Servicer fail Depositor fails to mail such notice within ten (10) days after acceptance of appointment by the successor Trusteetrustee, the successor Trustee trustee shall cause such notice to be mailed at the expense of the ServicerDepositor.

Successor Trustee. Any successor Trustee appointed as provided in Section 9.06 shall execute, acknowledge and deliver to the Servicer 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 fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee herein. The predecessor Trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole of the Mortgage Files and related documents and statements held by it hereunderhereunder (or direct a Custodian to deliver such Mortgage Files and related documents and statements), together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from all duties and responsibilities under this AgreementAgreement (other than pursuant to Section 3.19 hereunder). All costs associated with the appointment of a successor Trustee shall be paid to the Person that incurred them by the predecessor Trustee. Without limiting the predecessor Trustee's obligation, if the predecessor Trustee fails to pay such costs, such costs shall be reimbursed by the Trust; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trust. No successor Trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment such successor Trustee shall be eligible under the provisions of Section 9.05. Upon acceptance of appointment by a successor Trustee as provided in this Section 9.07, the Servicer shall cooperate to mail notice of the succession of such Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency. If the Servicer fail to mail such notice within ten days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Servicer.of

Successor Trustee. Any successor Trustee appointed as provided in Section 9.06 shall execute, acknowledge and deliver to the Servicer 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 fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee herein. The predecessor Trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole of the Mortgage Files and related documents and statements held by it hereunder, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. All costs associated with the appointment of a successor Trustee shall be paid to the Person that incurred them by the predecessor Trustee. Without limiting the predecessor Trustee's obligation, if the predecessor Trustee fails to pay such costs, such costs shall be reimbursed by the Trust; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the TrustTrust to the Person that incurred them. No successor Trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment such successor Trustee shall be eligible under the provisions of Section 9.05. Upon acceptance of appointment by a successor Trustee as provided in this Section 9.07, the Servicer shall cooperate to mail notice of the succession of such Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency. If the Servicer fail fails to mail such notice within ten days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Servicer.

Successor Trustee. Any successor Trustee trustee appointed as provided in Section 9.06 5.08 hereof shall execute, acknowledge and deliver to the Servicer Depositor and to its predecessor Trustee trustee and the Depositor an instrument accepting such appointment hereunder, hereunder and thereupon the resignation or removal of the predecessor Trustee trustee shall become effective and such successor Trusteetrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee trustee herein. The Depositor and the predecessor Trustee trustee shall duly assign, transfer, execute and deliver such instruments and pay over to do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee the whole of the Mortgage Files trustee all such rights, powers, duties, and related documents and statements held by it hereunder, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustobligations. No successor Trustee trustee shall accept appointment as provided in this Section 9.07 5.09 unless at the time of such appointment acceptance such successor Trustee trustee shall be eligible under the provisions of Section 9.055.07 hereof and its appointment shall not adversely affect the then current rating of the Certificates. Upon acceptance of appointment by a successor Trustee trustee as provided in this Section 9.075.09, the Servicer Depositor shall cooperate to mail notice of the succession of such Trustee trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating AgencyCertificates. If the Servicer fail Depositor fails to mail such notice within ten 10 days after acceptance of appointment by the successor Trusteetrustee, the successor Trustee trustee shall cause such notice to be mailed at the expense of the ServicerDepositor. Notwithstanding anything to the contrary herein, in the event of any resignation or removal of the Trustee pursuant to Section 5.08 and the appointment of a successor Trustee pursuant to this Section 5.09, the Trustee so resigned or removed shall pay all reasonable fees of such successor trustee (not to exceed the pro rated fees originally paid to the Trustee by the Depositor) and shall pay all reasonable expenses of the Depositor or the Trust Fund arising from the appointment of such successor trustee.

Successor Trustee. (a) Any successor Trustee appointed as provided in Section 9.06 8.07 of this Agreement shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to its the predecessor Trustee an instrument Trustee, as the case may be, instruments accepting such their appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, Trustee without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee herein, provided that a No Downgrade Confirmation shall be obtained by each Rating Agency with respect to the appointment of such successor Trustee. The predecessor Trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole of the all Mortgage Files and related documents and statements held by it hereunder. The Depositor, together with all instruments of transfer the Master Servicer, the Special Servicer, the Operating Advisor and assignment or other documents properly executed as may be reasonably required to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee in the administration hereof shall execute and deliver such instruments and do such other things as may reasonably be reasonably requested by required for more fully and certainly vesting and confirming in the successor Trustee and shall thereupon be discharged from all such rights, powers, duties and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustobligations. No successor Trustee shall accept appointment as provided in this Section 9.07 8.08 unless at the time of such appointment acceptance such successor Trustee shall be eligible under the provisions of Section 9.058.06. Upon acceptance of appointment by a successor Trustee as provided in this Section 9.078.08, the Servicer Depositor shall cooperate to mail notice of the succession of such Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agencythe Companion Interest Holders. If the Servicer fail Depositor fails to mail such notice within ten 10 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the ServicerDepositor. (b) Any successor Trustee appointed pursuant to this Agreement shall satisfy the eligibility requirements set forth in Section 8.06 hereof.

Successor Trustee. Any successor Trustee appointed as provided in Section 9.06 shall execute, acknowledge and deliver to the Servicer 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 fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee herein. The predecessor Trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole of the Mortgage Files and related documents and statements held by it hereunder, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trust. No successor Trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment such successor Trustee shall be eligible under the provisions of Section 9.05. Upon acceptance of appointment by a successor Trustee as provided in this Section 9.07, the Servicer successor Trustee shall cooperate to mail notice of the succession of such Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency. If the Servicer fail to mail such notice within ten days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Servicer.

Successor Trustee. Any successor Trustee trustee appointed as provided in Section 9.06 8.07 hereof shall execute, acknowledge and deliver to the Servicer and to Depositor, its predecessor Trustee trustee and the Master Servicer an instrument accepting such appointment hereunder, hereunder and thereupon the resignation or removal of the predecessor Trustee trustee shall become effective and such successor Trusteetrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee trustee herein. The predecessor Trustee In addition, if the Corridor Contract is still outstanding, the Person appointed as successor trustee shall duly assignexecute, transfer, acknowledge and deliver and pay over to the predecessor trustee, CHL and the Master Servicer an instrument accepting the appointment as successor Trustee Corridor Contract Administrator under the whole of Corridor Contract Administration Agreement. Similarly, if the Mortgage Files Swap Contract is still outstanding, the Person appointed as successor trustee shall execute, acknowledge and related documents and statements held by it hereunder, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required deliver to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee in trustee, CHL and the administration hereof Master Servicer an instrument accepting the appointment as may be reasonably requested by the successor Swap Trustee and shall thereupon be discharged from all duties and responsibilities as Swap Contract Administrator under this the Swap Contract Administration Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trust. No successor Trustee trustee shall accept appointment as provided in this Section 9.07 8.08 unless at the time of such appointment acceptance such successor Trustee trustee shall be eligible under the provisions of Section 9.058.06 hereof, is reasonably acceptable to the Certificate Insurer and the NIM Insurer, its appointment shall not adversely affect the then-current ratings of the Certificates (without regard to the Certificate Insurance Policy, in the case of the Class A Certificates) and has provided to the Depositor in writing and in form and substance reasonably satisfactory to the 141 Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee. Upon acceptance of appointment by a successor Trustee trustee as provided in this Section 9.078.08, the Servicer Depositor shall cooperate to mail notice of the succession of such Trustee trustee hereunder to the Certificate Insurer, the NIM Insurer and all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating AgencyCertificates. If the Servicer fail Depositor fails to mail such notice within ten days after acceptance of appointment by the successor Trusteetrustee, the successor Trustee trustee shall cause such notice to be mailed at the expense of the ServicerDepositor.

Successor Trustee. Any successor Trustee and any successor Fiscal Agent appointed as provided in Section 9.06 8.7 shall execute, acknowledge and deliver to the Servicer Depositor and to its the predecessor Trustee an instrument and predecessor Fiscal Agent, as the case may be, instruments accepting such their appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee and predecessor Fiscal Agent shall become effective and such successor TrusteeTrustee and successor Fiscal Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee herein, provided that a Rating Agency Confirmation has been obtained with respect to the appointment of such successor Trustee and successor Fiscal Agent. The cost, if any, of obtaining such confirmation shall be paid by the Trustee that resigned or was removed, unless the Trustee was removed without cause by the Holders of Certificates entitled to a majority of the Voting Rights, in which case such costs shall be an Additional Trust Fund Expense. The predecessor Trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole of the all Mortgage Files and related documents and statements held by it hereunder, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required to effect such transfer and such of the records or copies thereof maintained by Depositor, the predecessor Trustee in the administration hereof and predecessor Fiscal Agent shall execute and deliver such instruments and do such other things as may reasonably be reasonably requested by required for more fully and certainly vesting and confirming in the successor Trustee and shall thereupon be discharged from successor Fiscal Agent all such rights, powers, duties and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustobligations. No successor Trustee or successor Fiscal Agent shall accept appointment as provided in this Section 9.07 8.8 unless at the time of such appointment acceptance such successor Trustee or successor Fiscal Agent shall be eligible under the provisions of Section 9.058.6. Upon acceptance of appointment by a successor Trustee or successor Fiscal Agent as provided in this Section 9.078.8, the Servicer successor Trustee shall cooperate to mail notice of the succession of such Trustee and Fiscal Agent hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency. If the Servicer fail to mail such notice within ten days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the ServicerRegister.

Successor Trustee. Any successor Trustee appointed as provided in Section 9.06 8.07 shall execute, acknowledge and deliver to the Servicer Depositor 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 fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, hereunder with like effect as if originally named as Trustee hereinTrustee. The predecessor Trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole of the all Mortgage Files and related documents and statements held by it hereunder, together with all ; and the predecessor Trustee shall amend the Mortgage File Custodial Agreement to make the successor Trustee the successor to the predecessor Trustee thereunder; and the Depositor and the predecessor Trustee shall execute and deliver such instruments of transfer and assignment or do other documents properly executed such things as may reasonably be reasonably required for fully and certainly vesting and confirming in the successor Trustee all such rights, powers, duties and obligations. All costs associated with the appointment of a successor Trustee shall be paid to effect such transfer and such of the records or copies thereof maintained Person that incurred them by the predecessor Trustee. Without limiting the predecessor Trustee’s obligation, if the predecessor Trustee in the administration hereof as may fails to pay such costs, such costs shall be reasonably requested reimbursed by the successor Trustee and shall thereupon be discharged from all duties and responsibilities under this AgreementTrust; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.068.07, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 8.08 shall be reimbursed by the TrustTrust to the Person that incurred them. No successor Trustee shall accept appointment as provided in this Section 9.07 8.08 unless at the time of such appointment acceptance such successor Trustee shall be eligible under the provisions of Section 9.058.06. Upon acceptance of appointment by a successor Trustee as provided in this Section 9.078.08, the Servicer Depositor shall cooperate to mail notice of the succession of such Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating AgencyRegister. If the Servicer fail Depositor fails to mail such notice within ten 10 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the ServicerDepositor. The predecessor Trustee and successor Trustee shall notify the Depositor and the Servicer of any such appointment at least two Business Days prior to the effective date thereof and shall provide the Servicer with all information required by the Servicer to comply with the reporting obligation under Item 6.02 of Form 8-K with respect to the Trust not later than the effective date of such appointment.