Common use of Successor Trustee Clause in Contracts

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Depositor 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 the like effect as if originally named as trustee herein. The Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof, its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the 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 as provided in this Section 5.09, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates. If the Depositor fails to mail such notice within 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 Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, the Certificate Insurer and to its predecessor trustee and the Depositor an instrument accepting such appointment hereunder 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. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder, and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof, its 8.06 and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor shall not result in writing and in form and substance reasonably satisfactory to the Depositora downgrading of any Class of Certificates by either Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 5.09Section, the Depositor shall mail notice of the succession of such trustee hereunder to the Certificate Insurer and to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 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 Depositor. Notwithstanding anything to the contrary contained herein, so long as no Certificate Insurer Default has occurred and is continuing, the appointment of any successor trustee pursuant to any provision of this Agreement will be subject to the prior written consent of the Certificate Insurer.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof shall execute, acknowledge and deliver The Trustee may resign by written notice addressed to the Depositor and to its predecessor trustee and the Depositor Mortgagee or be removed at any time with or without cause by an instrument accepting such appointment hereunder and thereupon in writing duly executed on behalf of the Mortgagee. In case of the death, resignation or removal of the predecessor trustee shall become effective and Trustee, a successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirements, or, in the absence of any such successor trusteerequirement, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee to the Mortgagor, but the validity of any further actsuch appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited. Upon the making of any such appointment and designation, deed this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or conveyanceadjacent to the Deed of Trust State, and the successor shall become fully vested with thereupon succeed to all of the rights, powers, privileges, immunities and duties and obligations of its predecessor hereunder, with hereby conferred upon the like effect as if originally Trustee named as trustee herein. The Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations. No one such appointment and designation shall not exhaust the right to appoint and designate an additional successor trustee shall accept appointment but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof, its appointment shall not adversely affect the then current rating 12.18(a) of the Certificates and such successor trustee has provided to Credit Agreement. To facilitate the Depositor in writing and in form and substance reasonably satisfactory to administration of the 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 as provided in this Section 5.09duties hereunder, the Depositor shall mail notice of Mortgagee may appoint multiple trustees to serve in such capacity or in such jurisdictions as the succession of such trustee hereunder to all Holders of Certificates. If the Depositor fails to mail such notice within 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 DepositorMortgagee may designate.

Successor Trustee. Any successor trustee Trustee appointed as provided in Section 5.08 hereof 11.07 shall execute, acknowledge and deliver to the Depositor Servicer, the Company and to its predecessor trustee and the Depositor Trustee 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 hereinTrustee. The Depositor predecessor Trustee shall deliver or cause to be delivered to the successor Trustee the Contracts, Contract Files and Land-and-Home Contract Files and any related documents and statements held by it hereunder; and, if the Land-and-Home Contract Files are then held by a custodian pursuant to a custodial agreement, the predecessor Trustee and the custodian shall amend such custodial agreement to make the successor Trustee the successor to the predecessor Trustee thereunder; and the Servicer, the Company and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties, duties and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 5.09 11.08 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 5.07 hereof, its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the 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 Trustee11.06. Upon acceptance of appointment by a successor trustee ▇▇▇▇▇▇▇ as provided in this Section 5.0911.08, the Depositor Servicer shall mail cause notice of the succession of such trustee Trustee hereunder to all Holders of Certificatesbe mailed to each Certificateholder at their addresses as shown in the Certificate Register. If the Depositor Servicer fails to mail such notice within 10 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 DepositorServicer.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof 8.07 shall execute, acknowledge and deliver to the Depositor and the Trustee, and to its predecessor trustee and the Depositor an instrument accepting such appointment hereunder 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. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof, its 8.06 and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor shall not result in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested a downgrading of any Class of Certificates by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to Rating Agency, as evidenced by a replacement Trusteeletter from the Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 5.09Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 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 Depositor.

Successor Trustee. Any (a) Subject to paragraph (c) the Trustee or any successor trustee appointed of the FUND may resign as trustee by appointing a replacement trustee as provided in Section 5.08 hereof paragraph (b) and by giving 30 days prior notice in writing to you advising you of its resignation and the name and address of the replacement trustee to be appointed. The Trustee shall execute, acknowledge and deliver resign at the request of the Agent subject to the Depositor and to its predecessor trustee and the Depositor 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 the like effect as if originally named as trustee herein. The Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof, its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the 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 as provided in this Section 5.09paragraphs (b) and (c). (b) A resigning Trustee may, by writing: appoint another party to be trustee in its place, provided that such party is a corporation licensed or otherwise authorized under the Depositor laws of Canada or a province thereof to carry on in Canada the business of offering to the public its services as trustee and is acceptable to the Agent. (c) The Trustee or any successor trustee shall mail notice not resign as trustee of the succession FUND (i) unless a replacement trustee described in paragraph (b) is appointed and accepts the appointment to replace the resigning Trustee, or (ii) if the replacement trustee described in paragraph (b) will result in the FUND ceasing to be a registered retirement income fund plan under Applicable Tax Legislation. (d) A retiring Trustee shall transfer to the replacement trustee all property of the FUND and all records related to its duties as trustee and shall do all acts and execute all deeds necessary for the proper vesting of the FUND property in the replacement trustee. (e) Notwithstanding anything herein before contained, a Trustee shall continue as Trustee of the FUND until such trustee hereunder time as a replacement Trustee shall become vested with all the rights and obligations of the retiring Trustee hereunder. (f) Any corporation into which the Trustee may be merged, consolidated or amalgamated, or any corporation resulting from any merger, consolidation or amalgamation to which the Trustee is a party, or any corporation succeeding to the trust business of the Trustee or to which substantially all Holders of Certificates. If the Depositor fails to mail such notice within 10 days after acceptance trust assets of appointment by the successor trustee, Trustee may be transferred shall be the successor trustee shall cause of the FUND, provided such notice corporation is authorized by law to be mailed at the expense trustee of the DepositorFUND, without the execution of any further instrument.

Successor Trustee. Any successor trustee Trustee appointed as provided in Section 5.08 hereof 11.07 shall execute, acknowledge and deliver to the Depositor Servicer, the Company and to its predecessor trustee and the Depositor Trustee 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 hereinTrustee. The Depositor predecessor Trustee shall deliver or cause to be delivered to the successor Trustee the Contracts, Contract Files and Land-and-Home Contract Files and any related documents and statements held by it hereunder; and, if the Land-and-Home Contract Files are then held by a custodian pursuant to a custodial agreement, the predecessor Trustee and the custodian shall amend such custodial agreement to make the successor Trustee the successor to the predecessor Trustee thereunder; and the Servicer, the Company and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties, duties and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 5.09 11.08 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 5.07 hereof, its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the 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 Trustee11.06. Upon acceptance of appointment by a successor trustee Trustee as provided in this Section 5.0911.08, the Depositor Servicer shall mail cause notice of the succession of such trustee Trustee hereunder to all Holders of Certificatesbe mailed to each Certificateholder at their addresses as shown in the Certificate Register. If the Depositor Servicer fails to mail such notice within 10 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 DepositorServicer.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof 8.07 shall execute, acknowledge and deliver to the Depositor Servicer and to its predecessor trustee and the Depositor an instrument accepting such appointment hereunder 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 Trustee or Delaware Trustee herein. The Depositor predecessor shall deliver to the successor trustee all Mortgage Files, related documents, statements and all other property held by it hereunder, and the Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 8.08 unless at the time of such acceptance appointment such successor trustee shall be eligible under the provisions of Section 5.07 hereof, its 8.06 and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided shall not result in a downgrading of the ratings of any of the Other NIM Notes or of any Class of Certificates or of the shadow ratings of the Insured NIM Notes (without giving effect to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested any insurance policy issued by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to NIMS Insurer) by any Rating Agency, as evidenced by a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 5.098.08, the Depositor Servicer shall mail notice of the succession of such trustee hereunder to (i) all Holders of CertificatesCertificateholders at their addresses as shown in the Certificate Register, (ii) the Rating Agencies and (iii) the NIMS Insurer. If the Depositor Servicer fails to mail such notice within 10 ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at mailed. It is acknowledged and agreed that the expense of Person serving as Trustee hereunder shall also serve as Supplemental Interest Trust Trustee. If the DepositorTrustee resigns or is removed as Trustee hereunder, the Trustee shall also cease to be the Supplemental Interest Trust Trustee hereunder. Any person appointed as successor trustee hereunder shall also be required to serve as successor supplemental interest trust trustee.

Successor Trustee. Any successor trustee Owner Trustee appointed as provided in pursuant to Section 5.08 hereof 10.2 shall execute, acknowledge and deliver to the Depositor Indenture Trustee and to its predecessor trustee and the Depositor an instrument accepting such appointment hereunder under 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 the like effect as if originally named as trustee hereinOwner Trustee. The Depositor predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Indenture Trustee and the predecessor trustee Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Owner Trustee all such rights, powers, duties, and obligations. No successor trustee Owner Trustee shall accept appointment as provided in this Section 5.09 10.3 unless at the time of such acceptance such successor trustee Owner Trustee shall be eligible under the provisions of pursuant to Section 5.07 hereof, its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the 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 Trustee10.1 above. Upon acceptance of appointment by a successor trustee as provided in Owner Trustee pursuant to this Section 5.0910.3, the Depositor Indenture Trustee shall mail notice of the succession successor of such trustee hereunder Owner Trustee to all Holders of Certificatesthe Administrator, the Transferor, the Noteholders and the Rating Agencies. If the Depositor Indenture Trustee fails to mail such notice within 10 days after acceptance of appointment by the successor trusteeOwner Trustee, the successor trustee Owner Trustee shall cause such notice to be mailed at the expense of the DepositorIndenture Trustee. Any successor Owner Trustee shall promptly file a certificate of amendment identifying the name and principal plan of business of the Owner Trustee in the State of Delaware.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof 9.07 shall execute, acknowledge and deliver to the Depositor and to its the predecessor trustee and the Depositor an instrument accepting such appointment hereunder under the Trust 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 and obligations of its predecessor hereunderthereunder, with the like effect as if originally named as trustee hereintherein. The predecessor trustee shall deliver to the successor trustee all Trustee Mortgage Loan Files and related documents and statements held by it under the Trust Agreement and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee trustee, all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 9.06 hereof, its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the 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 as provided in this Section 5.09Section, the Depositor shall mail notice of the succession of such trustee hereunder under the Trust Agreement to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 ten (10) days after acceptance of appointment by the successor trustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the Depositor. Notwithstanding anything to the contrary contained herein, the appointment of any successor Trustee pursuant to any provisions of this Agreement will be subject to the prior written consent of the Trustee, which consent will not be unreasonably withheld.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 8.07 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Depositor Master Servicer 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 the like effect as if originally named as trustee herein. The Depositor Depositor, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations. In addition, if the Corridor Contract is still outstanding, the Person appointed as successor trustee shall execute, acknowledge and deliver to the predecessor trustee, Countrywide and the Master Servicer an instrument accepting the appointment as successor Corridor Contract Administrator under the Corridor Contract Administration Agreement. No successor trustee shall accept appointment as provided in this Section 5.09 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 8.06 hereof, its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the 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 as provided in this Section 5.098.08, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates. If the Depositor fails to mail such notice within 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 Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof shall execute, acknowledge and deliver The Trustee may resign by written notice addressed to the Depositor and to its predecessor trustee and the Depositor Mortgagee or be removed at any time with or without cause by an instrument accepting such appointment hereunder and thereupon in writing duly executed on behalf of Mortgagee. In case of the death, resignation or removal of the predecessor Trustee, a successor trustee may be appointed by Mortgagee by instrument of substitution complying with any applicable requirements of law, or, in the absence of any such requirement, without other formality than appointment and designation in writing. Written notice of such appointment and designation shall be given by Mortgagee to Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited, and, upon the making of any such appointment and designation, this Mortgage shall vest in the successor trustee all the estate and title in and to all of the Mortgaged Property, and the successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with thereupon succeed to all of the rights, powers, privileges, immunities and duties and obligations of its predecessor hereunder, with hereby conferred upon the like effect as if originally Trustee named as trustee herein. The Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations. No successor trustee shall accept one such appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof, its appointment and designation shall not adversely affect exhaust the then current rating of the Certificates right to appoint and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the 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 designate a successor trustee hereunder but such right may be exercised repeatedly as provided in this Section 5.09, long as any Indebtedness remains unpaid hereunder. To facilitate the Depositor shall mail notice administration of the succession of duties hereunder, Mortgagee may appoint multiple trustees to serve in such trustee hereunder to all Holders of Certificates. If the Depositor fails to mail capacity or in such notice within 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 Depositorjurisdictions as Mortgagee may designate.

Successor Trustee. Any successor trustee Trustee appointed as provided in Section 5.08 hereof 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, and to its predecessor trustee and the Depositor Trustee 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 shall deliver to the successor Trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which Custodian shall become the agent of any successor Trustee hereunder), and the Depositor and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties, duties and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 5.07 hereof, its 8.06 and the appointment of such successor Trustee shall not adversely affect the then current rating result in a downgrading of the ratings of any of the Other NIM Notes or of any Class of Certificates and such successor trustee has provided or of the shadow ratings of the Insured NIM Notes (without giving effect to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested any insurance policy issued by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to NIMS Insurer) by any Rating Agency, as evidenced by a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee Trustee as provided in this Section 5.09Section, the Depositor shall mail notice of the succession of such trustee Trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register and the Swap Counterparty. If the Depositor fails to mail such notice within 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 Depositor.

Successor Trustee. Any successor trustee Trustee appointed as provided in pursuant to Section 5.08 hereof 10.2 shall execute, acknowledge and deliver to the Depositor Administrator and to its predecessor trustee and the Depositor Trustee an instrument accepting such appointment hereunder under this Agreement, 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 duties, and obligations of its predecessor hereunderunder this Agreement, with the 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 Depositor predecessor Trustee shall upon payment of its fees and expenses deliver to the successor Trustee all documents and statements and monies held by it under this Agreement; and the Administrator and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties, duties and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of pursuant to Section 5.07 hereof, its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the 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 Trustee10.1. Upon acceptance of appointment by a successor trustee as provided in Trustee pursuant to this Section 5.09Section, the Depositor Administrator shall mail notice of the succession of such trustee hereunder appointment to all Holders of CertificatesCertificateholders, the Indenture Trustee, [the Counterparties,] the Noteholders and the Rating Agencies. If the Depositor fails Administrator shall fail to mail such notice within 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 DepositorAdministrator. 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 5.08 hereof 8.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Depositor an instrument accepting such appointment hereunder 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. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder, and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof, its 8.06 and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor shall not result in writing and in form and substance reasonably satisfactory to the Depositora downgrading of any Class of Certificates by either Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 5.09Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 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 Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof 8.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Depositor Master Servicer 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 the like effect as if originally named as trustee hereinin this Agreement. The Depositor Depositor, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations. In addition, if the Swap Contract is still outstanding, the Person appointed as successor trustee shall execute, acknowledge and deliver to the predecessor trustee, Countrywide and the Master Servicer an instrument accepting the appointment as successor Swap Contract Administrator under the Swap Contract Administration Agreement. No successor trustee shall accept appointment as provided in this Section 5.09 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 8.06 hereof, is reasonably acceptable to the NIM Insurer, its appointment shall not adversely affect the then then-current rating ratings of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the 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 as provided in this Section 5.098.08, the Depositor shall mail notice of the succession of such trustee hereunder to the NIM Insurer and all Holders of Certificates. If the Depositor fails to mail such notice within 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 Depositor.

Successor Trustee. Any successor trustee Trustee appointed as provided in pursuant to Section 5.08 hereof 9.2 shall execute, acknowledge and deliver to the Depositor Administrator and to its predecessor trustee and the Depositor Trustee an instrument accepting such appointment hereunder under this Agreement, and thereupon the resignation or removal of the its 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 duties, and obligations of its predecessor hereunderTrustee under this Agreement, with the like effect as if originally named as trustee hereinnamed. The Depositor predecessor shall deliver to the successor Trustee all documents and statements and moneys held by it under this Agreement promptly upon such predecessor's receipt of all fees and other amounts owing to it; and the Administrator and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties, and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of pursuant to Section 5.07 hereof, its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the 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 Trustee9.1. Upon acceptance of appointment by a successor trustee as provided in Trustee pursuant to this Section 5.099.3, the Depositor Administrator shall mail notice of the succession of such trustee hereunder thereof to all Holders of CertificatesNoteholders, Subordinated Certificateholders, the Note Insurer and the Rating Agencies. If the Depositor fails Administrator shall fail to mail such notice within 10 days after acceptance of appointment by the a successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the DepositorAdministrator. Upon the appointment and acceptance of a successor Trustee pursuant to this Section 9.3, such successor Trustee shall file an amendment to the Certificate of Trust with the Delaware Secretary of State pursuant to Section 3810 of the Business Trust Statute reflecting the name and principal place of business of such successor Trustee in the State of Delaware.

Successor Trustee. Any successor trustee Trustee appointed as provided in Section 5.08 hereof 11.08 shall execute, acknowledge and deliver to the Servicer, the Trust Depositor and to its predecessor trustee and Trustee, with a copy to the Depositor Certificateholders, an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee 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 hereinTrustee. The predecessor Trustee shall deliver or cause to be delivered to the successor Trustee the Contracts and the Contract Files (if any such Contracts and Contract Files are in the Trustee's possession) and any related documents and statements held by it hereunder; and, if the Contracts are then held by a custodian pursuant to a custodial agreement, the predecessor Trustee and the custodian shall amend such custodial agreement to make the successor Trustee the successor to the predecessor Trustee thereunder; and the Servicer, the Trust Depositor and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties, duties and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 5.09 11.09 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 5.07 hereof, its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the 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 Trustee11.07. Upon acceptance of appointment by a successor trustee Trustee as provided in this Section 5.0911.09, the Depositor Servicer shall mail cause notice of the succession of such trustee Trustee hereunder to all Holders of Certificatesbe mailed to each Rating Agency and to each Certificateholder at their addresses as shown in the Certificate Register. If the Depositor Servicer fails to mail such notice within 10 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 DepositorServicer.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 9.07 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Depositor 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 the like effect as if originally named as trustee herein. The Depositor Depositor, upon receipt of all amounts due it hereunder, and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 9.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof, 9.06 hereof and its appointment acceptance shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the 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 TrusteeCertificates. Upon acceptance of appointment by a successor trustee as provided in this Section 5.099.08, the Depositor shall mail notice of the succession of such trustee hereunder hereunder, to the Certificate Insurer and to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 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 Depositor. Notwithstanding anything to the contrary contained herein or in the Interest Rate Cap Agreements or the Yield Maintenance Agreements, if the Trustee resigns or is removed, it shall be deemed to have resigned or been removed as Supplemental Interest Trust Trustee contemporaneously therewith. The successor trustee, upon its acceptance of appointment as Trustee, shall become the Supplemental Interest Trust Trustee for all purposes hereunder and under the Interest Rate Cap Agreements and the Yield Maintenance Agreements.

Successor Trustee. Any successor trustee Trustee appointed as provided in Section 5.08 hereof 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, the Administrator and to its predecessor trustee and the Depositor Trustee 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 hereinTrustee. The successor Trustee shall, at least 30 days prior to the effective date of its acceptance, provide to the Depositor and the Servicer written notice in form and substance reasonably satisfactory to the Depositor and the Servicer containing all information reasonably requested by the Depositor and the Servicer in order for the Depositor to comply with its reporting obligations under Item 6.02 of Form 8-K with respect to a replacement of the Trustee. The Depositor, the Servicer and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties, duties and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance (i) such successor trustee Trustee shall be eligible under the provisions of Section 5.07 hereof8.06, its appointment and (ii) the unsecured long-term debt of such successor Trustee is rated at least “A3” by ▇▇▇▇▇’▇. The successor Trustee shall not adversely affect accept such appointment if the Rating Agencies have sent written notice to the Depositor that such successor Trustee will result in a withdrawal or a downgrading of the then current rating ratings on any Class of the Certificates and such Offered Certificates. The predecessor Trustee shall notify the Rating Agency of the appointment of any successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the 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 5.09Section, the Depositor Servicer shall mail notice of the succession of such trustee Trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register and to each Rating Agency. If the Depositor Servicer fails to mail such notice within 10 30 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 DepositorServicer.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof 8.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Depositor Master Servicer 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 the like effect as if originally named as trustee hereinin this Agreement. The Depositor Depositor, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations. In addition, if a Swap Contract is still outstanding, the Person appointed as successor trustee shall execute, acknowledge and deliver to the predecessor trustee, Countrywide and the Master Servicer an instrument accepting the appointment as successor Swap Contract Administrator under the Swap Contract Administration Agreement. No successor trustee shall accept appointment as provided in this Section 5.09 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 8.06 hereof, is reasonably acceptable to the NIM Insurer, its appointment shall not adversely affect the then then-current rating ratings of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the 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 as provided in this Section 5.098.08, the Depositor shall mail notice of the succession of such trustee hereunder to the NIM Insurer and all Holders of Certificates. If the Depositor fails to mail such notice within 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 Depositor.

Successor Trustee. Any successor trustee Trustee or Trust Administrator appointed as provided in Section 5.08 hereof 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, the Servicers, the Master Servicer and to its predecessor trustee and the Depositor Trustee or Trust Administrator an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee or Trust Administrator shall become effective effective, and such successor trusteeTrustee or Trust Administrator, 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 hereinTrustee or Trust Administrator. The Depositor Depositor, the Master Servicer, the Servicers and the predecessor trustee Trustee or Trust Administrator shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee Trust Administrator all such rights, powers, duties, duties and obligations. No successor trustee Trustee or Trust Administrator shall accept appointment as provided in this Section 5.09 8.08 unless at the time of such acceptance such successor trustee Trustee or Trust Administrator shall be eligible under the provisions of Section 5.07 hereof, its 8.06 and the appointment of such successor Trustee or Trust Administrator shall not adversely affect the then current rating result in a downgrading of the Regular Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositorby any Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee Trustee or Trust Administrator as provided in this Section 5.098.08, the Depositor successor Trustee or Trust Administrator shall mail notice of the succession appointment of such trustee a successor Trustee or Trust Administrator hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register and to each Rating Agency. If Any Person appointed as successor Trust Administrator pursuant to this Agreement shall also be required to serve as successor supplemental interest trust trustee under the Depositor fails to mail such notice within 10 days after acceptance of appointment by Interest Rate Swap Agreement and as successor cap trustee under the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the DepositorInterest Rate Cap Agreement.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, the Servicer and to its predecessor trustee and the Depositor an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trusteetrustee as applicable, 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 shall deliver to the successor trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof, its 8.06 and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor shall not result in writing and in form and substance reasonably satisfactory to the Depositora downgrading of any Class of Certificates by each Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 5.09Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, trustee the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 8.07 hereof shall execute, acknowledge and deliver to the Depositor and to Depositor, its predecessor trustee and the Depositor Master Servicer 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 the like effect as if originally named as trustee herein. The Depositor In addition, if any Corridor Contract is still outstanding, the Person appointed as successor trustee shall execute, acknowledge and deliver to the predecessor trustee, CHL and the predecessor Master Servicer an instrument accepting the appointment as successor Corridor Contract Administrator under the Corridor Contract Administration Agreement. Furthermore, if the Swap Contract is still outstanding, the Person appointed as successor trustee shall execute execute, acknowledge and deliver such instruments to the predecessor trustee, CHL and do such other things the Master Servicer an instrument accepting the appointment as may reasonably be required for more fully and certainly vesting and confirming in successor Swap Contract Administrator under the successor trustee all such rights, powers, duties, and obligationsSwap Contract Administration Agreement. No successor trustee shall accept appointment as provided in this Section 5.09 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 8.06 hereof, is reasonably acceptable to the NIM Insurer, its appointment shall not adversely affect the then then-current rating ratings of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the 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 as provided in this Section 5.098.08, the Depositor shall mail notice of the succession of such trustee hereunder to the NIM Insurer and all Holders of Certificates. If the Depositor fails to mail such notice within 10 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 Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof 8.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Depositor an instrument accepting such appointment hereunder 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. The predecessor trustee shall deliver to the successor trustee all Mortgage Loan Documents and related documents and statements to the extent held by it hereunder, as well as all moneys, held by it hereunder, and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof, its 8.06 and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor shall not result in writing and in form and substance reasonably satisfactory to the Depositora downgrading of any Class of Certificates by any Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 5.09Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 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 Depositor.

Successor Trustee. Any successor trustee appointed as provided The Trustee may resign from its duties hereunder at any time by giving notice in Section 5.08 hereof shall execute, acknowledge and deliver writing of its resignation to the Depositor Company and to each Executive specifying a date (not less than 30 days after the giving of such notice) when its predecessor trustee resignation shall take effect. Promptly after notice, the Company, or if a Change in Control shall previously have occurred, the Company and a least 65% in number of the Executives reflected on the then most recent Executive List, shall appoint a successor trustee, and the Depositor an instrument accepting such appointment hereunder and thereupon the resignation or removal of the predecessor successor trustee shall become effective and such Trustee hereunder upon the resignation date specified in the notice. If the Company is unable to designate a successor trustee, without any further act, deed or conveyance, shall become fully vested with all if the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The Depositor Company and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof, its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided Executives are unable to the Depositor in writing and in form and substance reasonably satisfactory to the 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 so agree upon a successor trustee as provided in this Section 5.09, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates. If the Depositor fails to mail such notice within 10 30 days after acceptance of appointment by the successor trusteenotice, the successor trustee shall cause such notice to be mailed at selected by the expense vote of not less than 65% in number of the DepositorExecutives. If the Executives cannot so agree on a successor trustee, the Trustee shall be entitled to petition a United States District Court or any court of competent jurisdiction in the state in which the Trustee maintains its principal place of business to relieve the Trustee of its duties hereunder. The Trustee shall continue to serve until its successor accepts the trust and receives delivery of the Trust Corpus. The Company, or if a Change in Control shall previously have occurred, the Company and at least 65% in number of the Executives reflected on the then most recent Executive List, may at any time substitute a new trustee by giving 15 days' notice thereof to the Trustee then acting. In the event of removal or resignation, the Trustee shall duly file with the Company and, on and after a Change in Control, the Executives, a written statement or statements of accounts and proceedings as provided in Section 5.01(b) hereof for the period since the last previous annual accounting of the Trust, and if written objection to such account is not filed as provided in Section 5.01(b) hereof, the Trustee shall, to the maximum extent permitted by applicable law, be forever released and discharged from all liability and accountability with respect to the propriety of its acts and transactions shown in such account. Any successor trustee shall have no liability for the acts or omissions of a predecessor trustee.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 5.08 hereof 11.10 shall execute, acknowledge and deliver to the Depositor Master Servicer and to its predecessor trustee and the Depositor an instrument accepting such appointment hereunder 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, however, that (i) the long-term debt obligations of such successor trustee (or its corporate parent) shall be rated in a rating category by S&P and Fitch at least equal to the rating one category below the highest rating assigned by such Rating Agency to the then outstanding Certificates, but in no event lower than an "investment grade" rating by such Rating Agency, or each rating agency shall have confirmed in writing that the appointment of such successor trustee will not result in a downgrade, qualification (if applicable) or withdrawal of its then-current rating on the Certificates. The Depositor predecessor trustee shall deliver to the successor trustee all Mortgage Loan Files and related documents and statements held by it hereunder (other than any Mortgage Loan Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for to more fully and certainly vesting vest and confirming confirm in the successor trustee all such rights, powers, dutiesduties and obligations, and obligations. to enable the successor trustee to perform its obligations hereunder. (b) No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof, its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the 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. 11.09. (c) Upon acceptance of appointment by a successor trustee as provided in this Section 5.09Section, the Depositor successor trustee shall mail notice of the succession of such trustee hereunder to all Holders of Certificates. If Certificates at their addresses as shown in the Depositor fails to mail such notice within 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 DepositorCertificate Register.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof 8.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Depositor an instrument accepting such appointment hereunder 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. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder, and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof, its 8.06 and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided shall not result in a downgrading of any Class of Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency to the Depositor in writing and in form and substance reasonably satisfactory to the 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 Trusteesuch effect. Upon acceptance of appointment by a successor trustee as provided in this Section 5.09Section, the Depositor shall mail notice of the succession of such trustee hereunder to all the Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 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 Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, the Certificate Insurer and to its predecessor trustee and the Depositor an instrument accepting such appointment hereunder 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. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder, and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof, its 8.06 and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to shall not result in a downgrading or withdrawal of the Depositor in writing and in form and substance reasonably satisfactory to the Depositorrating of any Class of Class A Certificates (including any shadow rating thereof) by either Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 5.09Section, the Depositor shall mail notice of the succession of such trustee hereunder to the Certificate Insurer, the Rating Agencies and to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 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 Depositor. Notwithstanding anything to the contrary contained herein, so long as no Certificate Insurer Default has occurred and is continuing, the appointment of any successor trustee pursuant to any provision of this Agreement will be subject to the prior written consent of the Certificate Insurer.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, the NIMS Insurer, the Master Servicer and to its predecessor trustee and the Depositor an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trusteetrustee as applicable, 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 shall deliver to the successor trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof, its 8.06 and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor shall not result in writing and in form and substance reasonably satisfactory to the Depositora downgrading of any Class of Certificates by each Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 5.09Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, trustee the successor trustee shall cause such notice to be mailed at the expense of the Depositor.. 184

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, the Certificate Insurer and to its predecessor trustee and the Depositor Trustee an instrument accepting such appointment hereunder 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 Trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the time held by a custodian, which custodian shall become the agent of any successor trustee hereunder), and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof, its 8.06 and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor shall not result in writing and in form and substance reasonably satisfactory to the Depositora downgrading of any Class of Certificates by either Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 5.09Section, the Depositor shall mail notice of the succession of such trustee hereunder to the Certificate Insurer and all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 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 Depositor.

Successor Trustee. Any successor trustee Trustee appointed as provided in pursuant to Section 5.08 hereof 10.2 shall execute, acknowledge and deliver to the Depositor Seller, the Administrator and to its predecessor trustee and the Depositor Trustee an instrument accepting such appointment hereunder under this Agreement, 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 hereunderunder this Agreement, with the like effect as if originally named as trustee hereinthe Trustee. The Depositor predecessor Trustee shall upon payment of its fees and expenses deliver to the successor Trustee all documents and statements and monies held by it under this Agreement; and the Seller and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties, duties and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of pursuant to Section 5.07 hereof, its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the 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 Trustee10.1. Upon acceptance of appointment by a successor trustee as provided in Trustee pursuant to this Section 5.09Section, the Depositor Seller shall mail (or shall cause to be mailed) notice of the succession successor of such trustee hereunder Trustee to all Holders the Certificateholder, Indenture Trustee, the Noteholders and each of Certificatesthe Rating Agencies. If the Depositor fails Seller shall fail to mail (or cause to be mailed) such notice within 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 DepositorSeller. Any successor Issuer Delaware Trustee appointed pursuant to this Section 10.3 shall promptly file an amendment to the Certificate of Trust with the Secretary of State identifying the name and, the principal place of business of such successor Issuer Delaware Trustee in the State of Delaware.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, the NIMS Insurer, the Master Servicer and to its predecessor trustee and the Depositor an instrument accepting such appointment hereunder 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. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof, its 8.06 and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor shall not result in writing and in form and substance reasonably satisfactory to the Depositora downgrading of any Class of Certificates by each Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 5.09Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 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 Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof shall execute, acknowledge and deliver corporation or association which succeeds to the Depositor and to its predecessor trustee and the Depositor an instrument accepting such appointment hereunder and thereupon the resignation or removal corporate trust business of the predecessor trustee Trustee as a whole, or substantially as a whole, whether by sale, merger, consolidation or otherwise, shall become effective vested with all the property, rights and such successor trusteepowers of the Trustee hereunder, without any further act, deed act or conveyance. In case the Trustee resigns or is removed or becomes incapable of acting, or becomes bankrupt or insolvent, or if a receiver, liquidator or conservator of the Trustee or of its property is appointed, or if a public officer takes charge or control of the Trustee, or of its property or affairs, a successor shall be appointed (but only with the consent of the Bank, if any Bonds shall then be entitled to the benefits of a Credit Facility, which consent shall not be unreasonably withheld) by written notice from the Company to the Authority. The Company shall notify the Bondowners of the appointment in writing within twenty (20) days from the appointment. The Company will promptly certify to the successor Trustee that it has mailed such notice to all Bondowners and such certificate will be conclusive evidence that such notice was given in the manner required hereby. If no appointment of a successor is made within twenty (20) days after the giving of written notice in accordance with Section 704 or after the occurrence of any other event requiring or authorizing such appointment, the outgoing Trustee or any Bondowner may apply to any court of competent jurisdiction for the appointment of such a successor, and such court may thereupon, after such notice, if any, as such court may deem proper, appoint such successor. Any successor Trustee appointed under this section shall be a trust company or a bank having the powers of a trust company that meets the requirements of the Act, shall have a capital and surplus of not less than $50,000,000 and shall at the time of the appointment be rated not less than Baa3/P-3 by Moody's or otherwise be acceptable to Moody's. Any such successor Trustee shall notify the Authority and the Company of its acceptance of the appointment and, upon giving such notice, shall become fully Trustee, vested with all the rightsproperty, powers, duties rights and obligations powers of its predecessor the Trustee hereunder, with the like effect as if originally named as trustee hereinwithout any further act or conveyance. The Depositor Such successor Trustee shall execute, deliver, record and the predecessor trustee shall execute and deliver file such instruments as are required to confirm or perfect its succession hereunder and do any predecessor Trustee shall from time to time execute, deliver, record and file such other things instruments as the incumbent Trustee may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof, its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided require to the Depositor in writing and in form and substance reasonably satisfactory to the 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 as provided in this Section 5.09, the Depositor shall mail notice of the confirm or perfect any succession of such trustee hereunder to all Holders of Certificates. If the Depositor fails to mail such notice within 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 Depositorhereunder.

Successor Trustee. Any successor trustee Trustee or Trust Administrator appointed as provided in Section 5.08 hereof 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, the Servicer, the Master Servicer and to its predecessor trustee and the Depositor Trustee or Trust Administrator an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee or Trust Administrator shall become effective effective, and such successor trusteeTrustee or Trust Administrator, 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 hereinTrustee or Trust Administrator. The Depositor Depositor, the Master Servicer, the Servicer and the predecessor trustee Trustee or Trust Administrator shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee Trust Administrator all such rights, powers, duties, duties and obligations. No successor trustee Trustee or Trust Administrator shall accept appointment as provided in this Section 5.09 8.08 unless at the time of such acceptance such successor trustee Trustee or Trust Administrator shall be eligible under the provisions of Section 5.07 hereof, its 8.06 and the appointment of such successor Trustee or Trust Administrator shall not adversely affect the then current rating result in a downgrading of the Regular Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositorby any Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee Trustee or Trust Administrator as provided in this Section 5.098.08, the Depositor successor Trustee or Trust Administrator shall mail notice of the succession appointment of such trustee a successor Trustee or Trust Administrator hereunder to all Holders of Certificates. If Certificates at their addresses as shown in the Depositor fails Certificate Register and to mail such notice within 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 Depositoreach Rating Agency.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof 8.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Depositor an instrument accepting such appointment hereunder 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. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements to the extent held by it hereunder, as well as all moneys, held by it hereunder, and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof, its 8.06 and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor shall not result in writing and in form and substance reasonably satisfactory to the Depositora downgrading of any Class of Certificates by either Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee trustee, as provided in this Section 5.09Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 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 Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof shall execute, acknowledge and deliver corporation or association which succeeds to the Depositor and to its predecessor trustee and the Depositor an instrument accepting such appointment hereunder and thereupon the resignation or removal corporate trust business of the predecessor trustee Trustee as a whole or substantially as a whole, whether by sale, merger, consolidation or otherwise, shall thereby become effective vested with all the property, rights and such successor trusteepowers of the Trustee under this Agreement, without any further act, deed act or conveyance. In case the Trustee resigns or is removed or becomes incapable of acting, or becomes bankrupt or insolvent, or if a receiver, liquidator or conservator of the Trustee or of its property is appointed, or if a public officer takes charge or control of the Trustee, or of its property or affairs, a successor shall be appointed by written notice from the Borrower with the written approval of the Issuer. The Issuer shall notify the Bondowners of the appointment in writing within twenty (20) days from the appointment. The Issuer will promptly certify to the successor Trustee that it has mailed such notice to all Bondowners and such certificate will be conclusive evidence that such notice was given in the manner required hereby. If no appointment of a successor is made within forty-five (45) days after the giving of written notice in accordance with Section 704 or after the occurrence of any other event requiring or authorizing such appointment, the outgoing Trustee or any Bondowner may apply to any court of competent jurisdiction for the appointment of such a successor, and such court may thereupon, after such notice, if any, as such court may deem proper, appoint such successor. Any successor Trustee appointed under this section shall be a trust company or a bank having the powers of a trust company, authorized to serve as Trustee under the Act, having a capital and surplus of not less than $50,000,000. Any such successor Trustee shall notify the Issuer and the Borrower of its acceptance of the appointment and, upon giving such notice, shall become fully Trustee, vested with all the rightsproperty, powers, duties rights and obligations powers of its predecessor the Trustee hereunder, with the like effect as if originally named as trustee hereinwithout any further act or conveyance. The Depositor Such successor Trustee shall execute, deliver, record and the predecessor trustee shall execute and deliver file such instruments as are required to confirm or perfect its succession hereunder and do any predecessor Trustee shall from time to time execute, deliver, record and file such other things instruments as the incumbent Trustee may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof, its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided require to the Depositor in writing and in form and substance reasonably satisfactory to the 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 as provided in this Section 5.09, the Depositor shall mail notice of the confirm or perfect any succession of such trustee hereunder to all Holders of Certificates. If the Depositor fails to mail such notice within 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 Depositorhereunder.

Successor Trustee. Any successor trustee Trustee appointed as provided in Section 5.08 hereof 11.07 shall execute, acknowledge and deliver to the Depositor Servicer, the Originator and to its predecessor trustee and the Depositor Trustee 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 hereinTrustee. The Depositor predecessor Trustee shall deliver or cause to be delivered to the successor Trustee the Contracts, Contract Files and Land-and-Home Contract Files and any related documents and statements held by it hereunder; and, if the Land-and-Home Contract Files are then held by a custodian pursuant to a custodial agreement, the predecessor Trustee and the custodian shall amend such custodial agreement to make the successor Trustee the successor to the predecessor Trustee thereunder; and the Servicer, the Originator and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties, duties and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 5.09 11.08 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 5.07 hereof, its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the 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 Trustee11.06. Upon acceptance of appointment by a successor trustee ▇▇▇▇▇▇▇ as provided in this Section 5.0911.08, the Depositor Servicer shall mail cause notice of the succession of such trustee Trustee hereunder to all Holders of Certificatesbe mailed to each Certificateholder at their addresses as shown in the Certificate Register. If the Depositor Servicer fails to mail such notice within 10 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 DepositorServicer.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof shall execute, acknowledge and deliver Company or association which succeeds to the Depositor and to its predecessor trustee and the Depositor an instrument accepting such appointment hereunder and thereupon the resignation or removal corporate trust business of the predecessor trustee Trustee as a whole, or substantially as a whole, whether by sale, merger, consolidation or otherwise, shall become effective vested with all the property, rights and such successor trusteepowers of the Trustee hereunder, without any further act, deed act or conveyance. In case the Trustee resigns or is removed or becomes incapable of acting, or becomes bankrupt or insolvent, or if a receiver, liquidator or conservator of the Trustee or of its property is appointed, or if a public officer takes charge or control of the Trustee, or of its property or affairs, a successor shall be appointed by written notice from the Company to the Authority and the Bond Insurer. The Company shall notify the Bondowners of the appointment in writing within twenty (20) days from the appointment. The Company will promptly certify to the successor Trustee that it has mailed such notice to all Bondowners and such certificate will be conclusive evidence that such notice was given in the manner required hereby. If no appointment of a successor is made within twenty (20) days after the giving of written notice in accordance with Section 904 or after the occurrence of any other event requiring or authorizing such appointment, the outgoing Trustee or any Bondowner may apply to any court of competent jurisdiction for the appointment of such a successor, and such court may thereupon, after such notice, if any, as such court may deem proper, appoint such successor. Any successor Trustee appointed under this section shall be a trust company or a bank having the powers of a trust company that meets the requirements of the Act and has a capital and surplus of not less than $50,000,000. Any such successor Trustee shall notify the Authority and the Company of its acceptance of the appointment and, upon giving such notice, shall become fully Trustee, vested with all the rightsproperty, powers, duties rights and obligations powers of its predecessor the Trustee hereunder, with the like effect as if originally named as trustee hereinwithout any further act or conveyance. The Depositor Such successor Trustee shall execute, deliver, record and the predecessor trustee shall execute and deliver file such instruments as are required to confirm or perfect its succession hereunder and do any predecessor Trustee shall from time to time execute, deliver, record and file such other things instruments as the incumbent Trustee may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligationsrequire to confirm or perfect any succession hereunder. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof, its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the 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 as provided in this Section 5.09, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates. If the Depositor fails to mail such notice within 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 Depositor.91

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, the NIMS Insurer, the Master Servicer and to its predecessor trustee and the Depositor an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trusteetrustee as applicable, 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 shall deliver to the successor trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof, its 8.06 and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor shall not result in writing and in form and substance reasonably satisfactory to the Depositora downgrading of any Class of Certificates by each Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 5.09Section, the Depositor shall mail notice of the succession of such trustee hereunder to the Swap Provider and to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, trustee the successor trustee shall cause such notice to be mailed at the expense of the Depositor.. 169

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof 10.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Depositor an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor 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. The Depositor predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder, and the Depositor, the Master Servicer, the Servicers and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof10.06. Prior to the appointment of any successor trustee becoming effective, its the Depositor shall have received from each Rating Agency written confirmation that such appointment shall would not adversely affect result in a reduction of the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the 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 TrusteeClass A or Class M Certificates. Upon acceptance of appointment by a successor trustee as provided in this Section 5.09Section, the Depositor Master Servicer shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register, to the Servicers, any Sub-Servicer and to each Rating Agency. If the Depositor fails to mail such notice within 10 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 Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, the NIMS Insurer, the Guarantor and to its predecessor trustee and the Depositor an instrument accepting such appointment hereunder 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. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the time held by the Custodian, which Custodian shall become the agent of any successor trustee hereunder), and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof, its 8.06 and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor shall not result in writing and in form and substance reasonably satisfactory to the Depositora downgrading of any Class of Certificates by each Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 5.09Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 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 Depositor.

Successor Trustee. Any successor trustee appointed as ----------------- provided in Section 5.08 hereof 10.07 shall execute, acknowledge and deliver to the Depositor Company and to its predecessor trustee and the Depositor an instrument accepting such appointment hereunder 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. The Depositor predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder, and the Company, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof, its 10.06 and the Company shall have received written notice from the Rating Agency that the appointment shall of the successor trustee will not adversely affect result in reduction of the then current rating of on the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the 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 TrusteeClass A Certificates. Upon acceptance of appointment by a successor trustee as provided in this Section 5.09Section, the Depositor Company shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register, and to each Rating Agency, the Master Servicer, any Sub-Servicer, the Certificate Insurer, and the Surety. If the Depositor Company fails to mail such notice within 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 DepositorCompany.

Successor Trustee. Any successor trustee Trustee appointed as provided in pursuant to Section 5.08 hereof 10.2 shall execute, acknowledge and deliver to the Depositor Seller, the Administrator and to its predecessor trustee and the Depositor Trustee an instrument accepting such appointment hereunder under this Agreement, 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 hereunderunder this Agreement, with the like effect as if originally named as trustee hereinthe Trustee. The Depositor predecessor Trustee shall upon payment of its fees and expenses deliver to the successor Trustee all documents and statements and monies held by it under this Agreement; and the Seller and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties, duties and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of pursuant to Section 5.07 hereof, its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the 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 Trustee10.1. Upon acceptance of appointment by a successor trustee as provided in Trustee pursuant to this Section 5.09Section, the Depositor Seller shall mail (or shall cause to be mailed) notice of the succession successor of such trustee hereunder Trustee to all Holders the Certificateholder, Indenture Trustee, the Noteholders and each of Certificatesthe Rating Agencies. If the Depositor fails Seller shall fail to mail (or cause to be mailed) such notice within 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 DepositorSeller. Any successor Issuer Delaware Trustee appointed pursuant to this Section 10.3 shall promptly file an amendment to the Certificate of Trust with the Secretary of State identifying the name and the principal place of business of such successor Issuer Delaware Trustee in the State of Delaware.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof 8.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Depositor Master Servicer an instrument 118 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 the like effect as if originally named as trustee hereinin this Agreement. The Depositor Depositor, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations. In addition, if a Swap Contract is still outstanding, the Person appointed as successor trustee shall execute, acknowledge and deliver to the predecessor trustee, Countrywide and the Master Servicer an instrument accepting the appointment as successor Swap Contract Administrator under the Swap Contract Administration Agreement. No successor trustee shall accept appointment as provided in this Section 5.09 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 8.06 hereof, is reasonably acceptable to the NIM Insurer, its appointment shall not adversely affect the then then-current rating ratings of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the 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 as provided in this Section 5.098.08, the Depositor shall mail notice of the succession of such trustee hereunder to the NIM Insurer and all Holders of Certificates. If the Depositor fails to mail such notice within 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 Depositor.

Successor Trustee. Any successor trustee Trustee appointed as provided in Section 5.08 hereof 9.07 shall execute, acknowledge and deliver to the Depositor Depositor, [the Certificate Insurer,] the Administrator and to its predecessor trustee and the Depositor Trustee 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 hereinTrustee. The Depositor Depositor, the Servicer [, the Certificate Insurer] and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties, duties and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance (i) such successor trustee Trustee shall be eligible under the provisions of Section 5.07 hereof9.06, its appointment shall (ii) the unsecured long-term debt of such successor Trustee is rated at least “A3” by Moody’s or (iii) the Rating Agencies have confirmed that such successor Trustee will not adversely affect result in a withdrawal or a downgrading of the then current rating ratings on the Class [A] and Class [IO] Certificates. The predecessor Trustee shall notify the Rating Agency of the Certificates and such appointment of any successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the 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 5.09Section, the Depositor Servicer shall mail notice of the succession of such trustee Trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register and to each Rating Agency. If the Depositor Servicer fails to mail such notice within 10 30 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 DepositorServicer. [Notwithstanding anything to the contrary contained herein, so long as no Certificate Insurer Default exists, the appointment of any successor Trustee pursuant to any provision of this Agreement will be subject to the prior written consent of the Certificate Insurer, which consent shall not be unreasonably withheld.]

Successor Trustee. Any successor trustee Trustee appointed as provided in Section 5.08 hereof 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, and to its predecessor trustee and the Depositor Trustee 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 shall deliver to the successor Trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which Custodian shall become the agent of any successor Trustee hereunder), and the Depositor and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties, duties and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 5.07 hereof, its 8.06 and the appointment of such successor Trustee shall not adversely affect the then current rating result in a downgrading of any of the NIM Notes or any Class of Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositorby either Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee Trustee as provided in this Section 5.09Section, the Depositor shall mail notice of the succession of such trustee Trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 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 Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, the Certificate Insurer and to its predecessor trustee and the Depositor an instrument accepting such appointment hereunder 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. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof, its 8.06 and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor shall not result in writing and in form and substance reasonably satisfactory to the Depositora downgrading of any Class of Certificates by either Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 5.09Section, the Depositor shall mail notice of the succession of such trustee hereunder to the Certificate Insurer and to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 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 Depositor. Notwithstanding anything to the contrary contained herein, so long as no Certificate Insurer Default has occurred and is continuing, the appointment of any successor trustee pursuant to any provision of this Agreement will be subject to the prior written consent of the Certificate Insurer.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, the NIMS Insurer, the Master Servicer and to its predecessor trustee and the Depositor an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trusteetrustee as applicable, 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 shall deliver to the successor trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof, its 8.06 and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor shall not result in writing and in form and substance reasonably satisfactory to the Depositora downgrading of any Class of Certificates by each Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 5.09Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, trustee the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any Trustee may resign by an instrument in writing addressed to Noteholder, or Trustee may be removed at any time with or without cause by an instrument in writing executed by Noteholder. In case of the death, resignation, removal or disqualification of Trustee or if for any reason Noteholder shall deem it desirable to appoint a substitute or successor trustee appointed as Trustee to act instead of the herein named Trustee or any substitute or successor Trustee, then Noteholder shall have the right and is hereby authorized and empowered to appoint a successor Trustee, or a substitute Trustee, without formality other than appointment and designation in writing executed by Noteholder and the authority hereby conferred shall extend to the appointment of other successor and substitute Trustees successively until the Indebtedness has been paid in full or until the Mortgaged Property is sold hereunder. In the event the Indebtedness is owned by more than one person or entity, the holders of not less than a majority in the amount of such Indebtedness shall have the right and authority to make the appointment of a successor or substitute Trustee provided for in Section 5.08 hereof the preceding sentence. Such appointment and designation by Noteholder or by the holder or holders of not less than a majority of the Indebtedness shall executebe full evidence of the right and authority to make the same and of all facts therein recited. If Noteholder is a national banking association or corporation and such appointment is executed in its behalf by an officer of such national banking association or corporation, acknowledge such appointment shall be conclusively presumed to be executed with authority and shall be valid and sufficient without proof of any action by the board of directors or any superior officer of the association or corporation. Upon the making of any such appointment and designation, all of the estate and title of Trustee in the Mortgaged Property shall vest in the named successor or substitute Trustee and he shall thereupon succeed to and shall hold, possess and execute all the rights, powers, privileges, immunities and duties herein conferred upon Trustee; but nevertheless, upon the written request of Noteholder or of the successor or substitute Trustee, Trustee ceasing to act shall execute and deliver to the Depositor and to its predecessor trustee and the Depositor an instrument accepting transferring to such appointment hereunder and thereupon the resignation successor or removal substitute Trustee all of the predecessor trustee shall become effective estate and such successor trustee, without any further title in the Mortgaged Property of Trustee so ceasing to act, deed or conveyance, shall become fully vested together with all the rights, powers, privileges, immunities and duties herein conferred upon Trustee, and obligations of its predecessor hereundershall duly assign, with the like effect as if originally named as trustee herein. The Depositor and the predecessor trustee shall execute transfer and deliver such instruments any of the properties and do such other things moneys held by said Trustee hereunder to said successor or substitute Trustee. All references herein to Trustee shall be deemed to refer to Trustee (including any successor or substitute appointed and designated as may reasonably be required for more fully herein provided) from time to time acting hereunder. Grantor hereby ratifies and certainly vesting confirms any and confirming in all acts which the herein named Trustee or his successor trustee all such rightsor successors, powerssubstitute or substitutes, duties, and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee trust, shall be eligible under the provisions of Section 5.07 do lawfully by virtue hereof, its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the 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 as provided in this Section 5.09, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates. If the Depositor fails to mail such notice within 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 Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, and to its predecessor trustee and the Depositor an instrument accepting such appointment hereunder 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. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more 143 fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof, its 8.06 and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to shall not result in a downgrading of the Depositor in writing and in form and substance reasonably satisfactory to the DepositorNIM Notes or any Class of Certificates by either Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 5.09Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 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 Depositor.

Successor Trustee. Any successor trustee Trustee appointed as provided in Section 5.08 hereof 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, and to its predecessor trustee and the Depositor Trustee 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 shall deliver to the successor Trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which Custodian shall become the agent of any successor Trustee hereunder), and the Depositor and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties, duties and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 5.07 hereof, its 8.06 and the appointment of such successor Trustee shall not adversely affect the then current rating result in a downgrading of the ratings of any of the Other NIM Notes or of any Class of Certificates and such successor trustee has provided or of the shadow ratings of the Insured NIM Notes (without giving effect to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested any insurance policy issued by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to NIMS Insurer) by any Rating Agency, as evidenced by a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee Trustee as provided in this Section 5.09Section, the Depositor shall mail notice of the succession of such trustee Trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register and the Swap Counterparty. If the Depositor fails to mail such notice within 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 Depositor. It is acknowledged and agreed that the Person serving as Trustee hereunder shall also serve as Supplemental Interest Trust Trustee. If the Trustee resigns or is removed as Trustee hereunder, the Trustee shall also cease to be the Supplemental Interest Trust Trustee hereunder. Any person appointed as successor trustee hereunder shall also be required to serve as successor supplemental interest trust trustee.

Successor Trustee. Any successor trustee Trustee appointed as provided in pursuant to Section 5.08 hereof 10.2 shall execute, acknowledge and deliver to the Depositor Administrator and to its predecessor trustee and the Depositor Trustee an instrument accepting such appointment hereunder under this Agreement, 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 duties, and obligations of its predecessor hereunderunder this Agreement, with the 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 Depositor predecessor Trustee shall upon payment of its fees and expenses deliver to the successor Trustee all documents and statements and monies held by it under this Agreement; and the Administrator and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties, duties and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of pursuant to Section 5.07 hereof, its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the 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 Trustee10.1. Upon acceptance of appointment by a successor trustee as provided in Trustee pursuant to this Section 5.09Section, the Depositor Administrator shall mail notice of the succession of such trustee hereunder appointment to all Holders of CertificatesCertificateholders, the Indenture Trustee, the Counterparty, the Noteholders and the Rating Agencies. If the Depositor fails Administrator shall fail to mail such notice within 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 DepositorAdministrator. 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 5.08 hereof 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, the Certificate Insurer and to its predecessor trustee and the Depositor Trustee an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, trustee without any further 153 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 shall deliver to the successor trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the time held by a custodian, which custodian shall become the agent of any successor trustee hereunder), and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof, its 8.06 and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided shall not result in a downgrading of any Class of Certificates (without regard to the Depositor in writing and in form and substance reasonably satisfactory to the DepositorCertificate Insurance Policy) by either Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 5.09Section, the Depositor shall mail notice of the succession of such trustee hereunder to the Certificate Insurer and all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 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 Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof 8.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Depositor Master Servicer 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 the like effect as if originally named as trustee hereinin this Agreement. The Depositor Depositor, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations. In addition, if the Swap Contract is still outstanding, the Person appointed as successor trustee shall execute, acknowledge and deliver to the predecessor trustee, Countrywide and the Master Servicer an instrument accepting the appointment as successor Swap Contract Administrator under the Swap Contract Administration Agreement. No successor trustee shall accept appointment as provided in this Section 5.09 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof, 8.06 and its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the 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 as provided in this Section 5.098.08, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates. If the Depositor fails to mail such notice within 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 Depositor.

Successor Trustee. Any successor trustee Trustee appointed as provided in Section 5.08 hereof 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, and to its predecessor trustee and the Depositor Trustee 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 shall deliver to the successor Trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which Custodian shall become the agent of any successor Trustee hereunder), and the Depositor and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties, duties and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 5.07 hereof, its 8.06 and the appointment of such successor Trustee shall not adversely affect the then current rating result in a downgrading of the ratings of any of the Other NIM Notes or of any Class of Certificates and such successor trustee has provided or of the shadow ratings of the Insured NIM Notes (without giving effect to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested any insurance policy issued by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to NIMS Insurer) by any Rating Agency, as evidenced by a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee Trustee as provided in this Section 5.09Section, the Depositor shall mail notice of the succession of such trustee Trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register and the Swap Counterparty. If the Depositor fails to mail such notice within 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 Depositor. It is acknowledged and agreed that the Person serving as Trustee hereunder shall also serve as Supplemental Interest Trust Trustee and as Final Maturity Reserve Trust Trustee. If the Trustee resigns or is removed as Trustee hereunder, the Trustee shall also cease to be the Supplemental Interest Trust Trustee and as Final Maturity Reserve Trust Trustee hereunder. Any person appointed as successor trustee hereunder shall also be required to serve as successor supplemental interest trust trustee and final maturity reserve trust trustee.

Successor Trustee. Any successor trustee Trustee appointed as provided in Section 5.08 hereof 9.07 shall execute, acknowledge and deliver to the Depositor [, the Certificate Insurer] and to its predecessor trustee and the Depositor Trustee 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 hereinTrustee. The Depositor Depositor, the Master Servicer [, the Certificate Insurer] and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties, duties and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance (i) such successor trustee Trustee shall be eligible under the provisions of Section 5.07 hereof9.06, its appointment shall (ii) the unsecured long-term debt of such successor Trustee is rated at least "A3" by Moody's or (iii) the Rating Agencies have confirmed that such successor Trustee will not adversely affect result in a withdrawal or a downgrading of the then current rating on the Class A or Class M Certificates. The predecessor Trustee shall notify the Rating Agency of the Certificates and such appointment of any successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the 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 5.09Section, the Depositor Master Servicer shall mail notice of the succession of such trustee Trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register and to each Rating Agency. If the Depositor Master Servicer fails to mail such notice within 10 30 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 DepositorMaster Servicer. [Notwithstanding anything to the contrary contained herein, so long as no Certificate Insurer Default exists, the appointment of any successor Trustee pursuant to any provision of this Agreement will be subject to the prior written consent of the Certificate Insurer, which consent shall not be unreasonably withheld.]

Successor Trustee. Any successor trustee Trustee or Trust Administrator appointed as provided in Section 5.08 hereof 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, the Servicer, the Master Servicer and to its predecessor trustee and the Depositor Trustee or Trust Administrator an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee or Trust Administrator shall become effective effective, and such successor trusteeTrustee or Trust Administrator, 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 hereinTrustee or Trust Administrator. The Depositor Depositor, the Master Servicer, the Servicer and the predecessor trustee Trustee or Trust Administrator shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee Trust Administrator all such rights, powers, duties, duties and obligations. No successor trustee Trustee or Trust Administrator shall accept appointment as provided in this Section 5.09 8.08 unless at the time of such acceptance such successor trustee Trustee or Trust Administrator shall be eligible under the provisions of Section 5.07 hereof, its 8.06 and the appointment of such successor Trustee or Trust Administrator shall not adversely affect the then current rating result in a downgrading of the Regular Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositorby any Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee Trustee or Trust Administrator as provided in this Section 5.098.08, the Depositor successor Trustee or Trust Administrator shall mail notice of the succession appointment of such trustee a successor Trustee or Trust Administrator hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register and to each Rating Agency. If Any Person appointed as successor Trust Administrator pursuant to this Agreement shall also be required to serve as successor supplemental interest trust trustee under the Depositor fails to mail such notice within 10 days after acceptance of appointment by Interest Rate Swap Agreement and as successor cap trustee under the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the DepositorInterest Rate Cap Agreement.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof 6.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Depositor an instrument accepting such appointment hereunder 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. The predecessor trustee shall deliver to the successor trustee evidence of the transfer to such successor trustee evidence of the transfer to such successor trustee of the ownership, on behalf of the Certificateholders, of the Underlying Certificates and related documents and statements, as well as all moneys, held by it hereunder, and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligationsobliga tions. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof, its 6.06 and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor shall not result in writing and in form and substance reasonably satisfactory to the Depositora downgrading of any Class of Certificates by either Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 5.09Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 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 Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof 10.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Depositor an instrument accepting such appointment hereunder 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. The Depositor predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder, and the Depositor, the Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof, its 10.06 and the Depositor shall have received written notice from each Rating Agency that the appointment shall of the successor trustee will not adversely affect result in reduction of the then current rating of on the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the 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 TrusteeClass A Certificates. Upon acceptance of appointment by a successor trustee as provided in this Section 5.09Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register, and to each Rating Agency, the Servicer, any Sub-Servicer, the Certificate Insurer, and the Surety. If the Depositor fails to mail such notice within 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 Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof 12.07 shall execute, acknowledge and deliver to the Depositor Depositor, the Servicer, the Standby Servicer, the Certificate Insurer and to its predecessor trustee and the Depositor an instrument accepting such appointment hereunder 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. The Depositor predecessor trustee shall transfer and deliver to the successor trustee the Trust Fund, including, without limitation, all Trustee's Mortgage Loan Files, the related documents and statements and the FHA Insurance applicable to the Title I Mortgage Loans held by it hereunder, and the Depositor, the Servicer, the Standby Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 12.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof12.06; provided, its appointment shall not adversely affect the then current rating of the Certificates and however, such successor trustee has provided to the Depositor in writing or its bank holding company parent shall have a long-term debt rating of at least "A-" by Standard & Poor's and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested at least "A3" by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement TrusteeMoody's. Upon acceptance of appointment by a successor trustee as provided in this Section 5.0912.08, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register and to the Rating Agencies and the Certificate Insurer. If the Depositor fails to mail such notice within 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 Depositor.

Successor Trustee. Any successor trustee Trustee appointed as provided in Section 5.08 hereof 9.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Depositor Trustee 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 hereinTrustee. The Depositor Depositor, the Master Servicer and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties, duties and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance (i) such successor trustee Trustee shall be eligible under the provisions of Section 5.07 hereof9.06, its appointment shall (ii) the unsecured long-term debt of such successor Trustee is rated at least "A3" by Moody's or (iii) the Rating Agencies have confirmed that such successor ▇▇▇▇▇▇▇ will not adversely affect result in a withdrawal or a downgrading of the then current rating on the Class A or Class M Certificates. The predecessor Trustee shall notify the Rating Agency of the Certificates and such appointment of any successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the 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 5.09Section, the Depositor Master Servicer shall mail notice of the succession of such trustee Trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register and to each Rating Agency. If the Depositor Master Servicer fails to mail such notice within 10 30 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 DepositorMaster Servicer.

Successor Trustee. Any successor trustee Trustee appointed as provided in Section 5.08 hereof 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, and to its predecessor trustee and the Depositor Trustee 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 shall deliver to the successor Trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which Custodian shall become the agent of any successor Trustee hereunder), and the Depositor and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties, duties and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 5.07 hereof, its 8.06 and the appointment of such successor Trustee shall not adversely affect the then current rating result in a downgrading of the ratings of any of the Other NIM Notes or of any Class of Certificates and such successor trustee has provided or of the shadow ratings of the Insured NIM Notes (without giving effect to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested any insurance policy issued by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to NIMS Insurer) by any Rating Agency, as evidenced by a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee Trustee as provided in this Section 5.09Section, the Depositor shall mail notice of the succession of such trustee Trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register and the Swap Counterparty. If the Depositor fails to mail such notice within 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 Depositor. It is acknowledged and agreed that the Person serving as Trustee hereunder shall also serve as Supplemental Interest Trust Trustee and as Trust Trustee. If the Trustee resigns or is removed as Trustee hereunder, the Trustee shall also cease to be the Supplemental Interest Trust Trustee and as Trust Trustee hereunder. Any person appointed as successor trustee hereunder shall also be required to serve as successor supplemental interest trust trustee and trust trustee.

Successor Trustee. Any successor trustee Trustee appointed as provided in Section 5.08 hereof 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, and to its predecessor trustee and the Depositor Trustee 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 shall deliver to the successor Trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which Custodian shall become the agent of any successor Trustee hereunder), and the Depositor and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties, duties and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 5.07 hereof, its 8.06 and the appointment of such successor Trustee shall not adversely affect the then current rating result in a downgrading of the ratings of any of the Other NIM Notes or of any Class of Certificates and such successor trustee has provided or of the shadow ratings of the Insured NIM Notes (without giving effect to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested any insurance policy issued by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to NIMS Insurer) by any Rating Agency, as evidenced by a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee Trustee as provided in this Section 5.09Section, the Depositor shall mail notice of the succession of such trustee Trustee hereunder to the Swap Counterparty and all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 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 Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof 10.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Depositor an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor 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. The Depositor predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder, and the Depositor, the Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof10.06. Prior to the appointment of any successor trustee becoming effective, its the Depositor shall have received from each Rating Agency written confirmation that such appointment shall would not adversely affect result in a reduction of the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the 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 TrusteeClass A or Class M Certificates. Upon acceptance of appointment by a successor trustee as provided in this Section 5.09Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register, to the Servicer, any Sub-Servicer and to each Rating Agency. If the Depositor fails to mail such notice within 10 days 104 110 after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof 10.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Depositor an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor 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. The Depositor predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder, and the Depositor, the Master Servicer, the Servicers and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof10.06. Prior to the appointment of any successor trustee becoming effective, its the Depositor shall have received from each Rating Agency written confirmation that such appointment shall would not adversely affect result in a reduction of the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the 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 TrusteeClass A or Class M Certificates. Upon acceptance of appointment by a successor trustee as provided in this Section 5.09Section, the Depositor Master Servicer shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register, to the Servicers, any Sub-Servicer and to each Rating Agency. If the Depositor fails to mail such notice within 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 Depositor.

Successor Trustee. Any successor trustee Trustee appointed as provided in Section 5.08 hereof 8.07 shall execute, acknowledge and deliver to the Depositor or the Trustee and to its predecessor trustee and the Depositor Trustee 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 shall deliver to the successor Trustee all Mortgage Files and related documents and statements to the extent held by it hereunder, as well as all moneys, held by it hereunder, and the Depositor and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties, duties and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 5.07 hereof, its 8.06 and the appointment of such successor Trustee shall not adversely affect the then current rating result in a downgrading of the any Class of Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositorby either Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee Trustee as provided in this Section 5.09Section, the Depositor shall mail notice of the succession of such trustee Trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 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 Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof 10.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Depositor an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor 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. The Depositor predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder, and the Depositor, the Master Servicer, the Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof10.06. Prior to the appointment of any successor trustee becoming effective, its the Depositor shall have received from each Rating Agency written confirmation that such appointment shall would not adversely affect result in a reduction of the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the 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 TrusteeClass A or Class M Certificates. Upon acceptance of appointment by a successor trustee as provided in this Section 5.09Section, the Depositor Master Servicer shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register, to the Servicer, any Subservicer and to each Rating Agency. If the Depositor fails to mail such notice within 10 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 Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof shall execute, acknowledge and deliver corporation or association that succeeds to the Depositor and to its predecessor trustee and the Depositor an instrument accepting such appointment hereunder and thereupon the resignation or removal corporate trust business of the predecessor trustee Trustee as a whole or substantially as a whole, whether by sale, merger, consolidation or otherwise, shall thereby become effective vested with all the property, rights and such successor trusteepowers of the Trustee under this Agreement, without any further act, deed act or conveyance. In case the Trustee resigns or is removed or becomes incapable of acting, or becomes bankrupt or insolvent, or if a receiver, liquidator or conservator of the Trustee or of its property is appointed, or if a public officer takes charge or control of the Trustee, or of its property or affairs, a successor shall be appointed by written notice from the Borrower to the Issuer. The Borrower shall notify the Bondowners of the appointment in writing within thirty (30) days from the appointment. The Borrower will promptly certify to the successor Trustee that it has mailed such notice to all Bondowners and such certificate will be conclusive evidence that such notice was given in the manner required hereby. If no appointment of a successor is made within forty-five (45) days after the giving of written notice in accordance with Section 704 or after the occurrence of any other event requiring or authorizing such appointment, the outgoing Trustee or any Bondowner may apply to any court of competent jurisdiction for the appointment of such a successor, and such court may thereupon, after such notice, if any, as such court may deem proper, appoint such successor. Any successor Trustee appointed under this section shall be a trust company or a bank having the powers of a trust company, authorized to serve as Trustee under the Act, having a capital and surplus of not less than $50,000,000. Any such successor Trustee shall notify the Issuer, the Borrower of its acceptance of the appointment and, upon giving such notice, shall become fully Trustee, vested with all the rightsproperty, powers, duties rights and obligations powers of its predecessor the Trustee hereunder, with the like effect as if originally named as trustee hereinwithout any further act or conveyance. The Depositor Such successor Trustee shall execute, deliver, record and the predecessor trustee shall execute and deliver file such instruments as are required to confirm or perfect its succession hereunder and do any predecessor Trustee shall from time to time execute, deliver, record and file such other things instruments as the incumbent Trustee may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof, its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided require to the Depositor in writing and in form and substance reasonably satisfactory to the 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 as provided in this Section 5.09, the Depositor shall mail notice of the confirm or perfect any succession of such trustee hereunder to all Holders of Certificates. If the Depositor fails to mail such notice within 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 Depositorhereunder.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof 8.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Depositor an instrument accepting such appointment hereunder 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. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the time held by a custodian, which custodian shall become the agent of any successor trustee hereunder), and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof, its 8.06 and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor shall not result in writing and in form and substance reasonably satisfactory to the Depositora downgrading of any Class of Certificates by either Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 5.09Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 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 Depositor.. 121

Successor Trustee. Any successor trustee Trustee appointed as provided in Section 5.08 hereof 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, and to its predecessor trustee and the Depositor Trustee 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 shall deliver to the successor Trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which Custodian shall become the agent of any successor Trustee hereunder), and the Depositor and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties, duties and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 5.07 hereof, its 8.06 and the appointment of such successor Trustee shall not adversely affect the then current rating result in a downgrading of the ratings of any Class of Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositorby any Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee ▇▇▇▇▇▇▇ as provided in this Section 5.09Section, the Depositor shall mail notice of the succession of such trustee Trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 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 Depositor.

Successor Trustee. Any successor trustee Trustee appointed as provided in Section 5.08 hereof 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, and to its predecessor trustee and the Depositor Trustee 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 shall deliver to the successor Trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which Custodian shall become the agent of any successor Trustee hereunder), and the Depositor and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties, duties and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 5.07 hereof, its 8.06 and the appointment of such successor Trustee shall not adversely affect the then current rating result in a downgrading of the ratings of any of the Other NIM Notes or of any Class of Certificates and such successor trustee has provided (without giving effect to the Depositor in writing and in form and substance reasonably satisfactory Class I-A4 Policy) or of the shadow ratings of the Insured NIM Notes (without giving effect to the Depositor, all information reasonably requested any insurance policy issued by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to NIMS Insurer) by any Rating Agency, as evidenced by a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee Trustee as provided in this Section 5.09Section, the Depositor shall mail notice of the succession of such trustee Trustee hereunder to the Class I-A4 Insurer, the Swap Counterparty and all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 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 Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, the NIMS Insurer and to its predecessor trustee and the Depositor an instrument accepting such appointment hereunder 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. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof, its 8.06 and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor shall not result in writing and in form and substance reasonably satisfactory to the Depositora downgrading of any Class of Certificates by either Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 5.09Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 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 Depositor.. 135

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof 10.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Depositor an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor 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. The Depositor predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder, and the Depositor, the Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required 184 for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof10.06. Prior to the appointment of any successor trustee becoming effective, its the Depositor shall have received from each Rating Agency written confirmation that such appointment shall would not adversely affect result in a reduction of the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the 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 TrusteeClass A or Class M Certificates. Upon acceptance of appointment by a successor trustee as provided in this Section 5.09Section, the Depositor Servicer shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register, to the Servicer, any Sub-Servicer and to each Rating Agency. If the Depositor fails to mail such notice within 10 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 Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof 8.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Depositor an instrument accepting such appointment hereunder 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. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements to the extent held by it hereunder, as well as all moneys, held by it hereunder, and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof, its 8.06 and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor shall not result in writing and in form and substance reasonably satisfactory to the Depositora downgrading of any Class of Certificates by any Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee trustee, as provided in this Section 5.09Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 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 Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, and to its predecessor trustee and the Depositor an instrument accepting such 148 appointment hereunder 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. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof, its 8.06 and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to shall not result in a downgrading of the Depositor in writing and in form and substance reasonably satisfactory to the DepositorNIM Notes or any Class of Certificates by either Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 5.09Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 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 Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof 8.07 shall execute, acknowledge and deliver to the Depositor Servicer and to its predecessor trustee and the Depositor an instrument accepting such appointment hereunder 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 Trustee or Delaware Trustee herein. The Depositor predecessor shall deliver to the successor trustee all Mortgage Files, related documents, statements and all other property held by it hereunder, and the Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 8.08 unless at the time of such acceptance appointment such successor trustee shall be eligible under the provisions of Section 5.07 hereof, its 8.06 and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided shall not result in a downgrading of the ratings of any of the Other NIM Notes or of any Class of Certificates or of the shadow ratings of the Insured NIM Notes (without giving effect to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested any insurance policy issued by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to NIMS Insurer) by any Rating Agency, as evidenced by a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 5.098.08, the Depositor Servicer shall mail notice of the succession of such trustee hereunder to (i) all Holders of CertificatesCertificateholders at their addresses as shown in the Certificate Register, (ii) the Rating Agencies and (iii) the NIMS Insurer. If the Depositor Servicer fails to mail such notice within 10 ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at mailed. It is acknowledged and agreed that the expense of Person serving as Trustee hereunder shall also serve as Supplemental Interest Trust Trustee and as Final Maturity Reserve Trust Trustee. If the DepositorTrustee resigns or is removed as Trustee hereunder, the Trustee shall also cease to be the Supplemental Interest Trust Trustee and as Final Maturity Reserve Trust Trustee hereunder. Any person appointed as successor trustee hereunder shall also be required to serve as successor supplemental interest trust trustee and final maturity reserve trust trustee.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof 10.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Depositor an instrument accepting such appointment hereunder 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. The Depositor predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder, and the Depositor, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof, its 10.06 and the Depositor shall have received written notice from the Rating Agency that the appointment shall of the successor trustee will not adversely affect result in reduction of the then current rating of on the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the 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 TrusteeClass A Certificates. Upon acceptance of appointment by a successor trustee as provided in this Section 5.09Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register, and to each Rating Agency, the Master Servicer, any Sub-Servicer, the Certificate Insurer, and the Surety. If the Depositor fails to mail such notice within 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 Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, the NIMS Insurer and to its predecessor trustee and the Depositor an instrument accepting such appointment hereunder 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. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements, 128 as well as all moneys, held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof, its 8.06 and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor shall not result in writing and in form and substance reasonably satisfactory to the Depositora downgrading of any Class of Certificates by either Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 5.09Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 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 Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, the Certificate Insurer, the Guarantor and to its predecessor trustee and the Depositor Trustee an instrument accepting such appointment hereunder 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 Trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the time held by a custodian, which custodian shall become the agent of any successor trustee hereunder), and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof, its 8.06 and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor shall not result in writing and in form and substance reasonably satisfactory to the Depositora downgrading of any Class of Certificates by either Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 5.09Section, the Depositor shall mail notice of the succession of such trustee hereunder to the Certificate Insurer and all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 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 Depositor. Notwithstanding anything to the contrary contained herein, so long as no Certificate Insurer Default exists, the appointment of any successor Trustee pursuant to any provision of this Agreement will be subject to the prior written consent of the Certificate Insurer.

Successor Trustee. Any successor trustee appointed If at any time the Trustee shall resign as provided in Section 5.08 hereof shall execute8.07, acknowledge and deliver to the Depositor and to its predecessor trustee and the Depositor 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 the like effect as if originally named as trustee herein. The Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations. No successor trustee shall accept appointment removed as provided in this Section 5.09 unless at 8.08, be dissolved or otherwise become incapable of acting, or the time of such acceptance such successor trustee bank or trust company acting as the Trustee shall be eligible under taken over by a governmental official, agency, state or board, the provisions position of Section 5.07 hereof, its appointment Trustee shall not adversely affect thereupon become vacant. If the then current rating position of Trustee shall become vacant for any of the Certificates and such successor trustee has provided to foregoing reasons or for any other reason, the Depositor in writing and in form and substance reasonably satisfactory to the 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 State shall appoint a successor trustee as provided in this Section 5.09, the Depositor Trustee to fill such vacancy and shall mail notice of any such appointment to the succession of Trustee and the Certificate Holders. At any time within one year after any such trustee hereunder to all vacancy shall have occurred, the Holders of Certificatesnot less than a majority in aggregate principal amount of the Certificates outstanding, by an instrument or concurrent instruments in writing, executed by such Certificate Holders and filed with the State may appoint a successor Trustee, which appointment shall supersede any appointment theretofore made by the State. Copies of each such instrument shall be delivered promptly by the State to the Trustee and the successor Trustee so appointed by the Certificate Holders. If no appointment of a successor Trustee shall be made, the Holders of not less than a majority in aggregate principal amount of the Certificates outstanding or any retiring Trustee may apply to any court of competent jurisdiction to appoint a successor Trustee. Such court may thereupon, after such notice, if any, as such court may deem proper, appoint a successor Trustee. Any successor Trustee shall (i) be a commercial bank or trust company duly authorized to exercise corporate trust powers and subject to examination by federal or state authority, of good standing and having combined capital and surplus aggregating not less than $l00,000,000 and (ii) have, in the opinion of the State, substantial prior experience as a trustee for the benefit of municipal bondholders or certificate holders if such a bank or trust company is available and willing to assume the position of successor Trustee upon reasonable and customary terms. If the Depositor fails to mail such notice Trustee has or shall acquire any conflicting interest, it shall, within 10 90 days after ascertaining that it has such conflicting interest, either eliminate such conflicting interest or resign and thereby become discharged from the trusts created by this Trust Agreement by giving notice as provided in Section 8.07, such resignation to become effective immediately upon the appointment of a successor Trustee and such successor ▇▇▇▇▇▇▇’s acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositorappointment.

Successor Trustee. Any successor trustee 7.1 In the event of the death or during any period of incapacity of the Trustee, ▇▇▇▇▇ ▇▇▇▇▇ of xxxx is hereby nominated and appointed as provided in Section 5.08 hereof shall executeSuccessor Trustee. In the event ▇▇▇▇▇ ▇▇▇▇▇ is unable or unwilling to act as Successor Trustee, acknowledge xxxxxx xxxxxx of xxxxx is hereby nominated and deliver appointed as Successor Trustee. 7.2 If no Successor ▇▇▇▇▇▇▇ is able and willing to the Depositor and to its predecessor trustee and the Depositor an instrument accepting such appointment hereunder and thereupon the resignation or removal of the predecessor trustee shall become effective and such act as successor trustee, without then any further of the nominated Successor Trustees may appoint a replacement successor trustee to serve as Successor Trustee hereunder provided that such appointment is made in writing, signed by the Successor Trustee making the appointment, notarized and forwarded to each of the named Beneficiaries. In the event that no Successor Trustee is willing and able to make such an appointment or in the event the Successor Trustee fails to secure the appointment of a new Successor Trustee and notify the Beneficiaries of such appointment within 7 days of the declining Successor Trustee's written refusal to act, deed then the next Successor Trustee shall be chosen by a majority in interest of the then living Beneficiaries, with a parent or conveyanceguardian voting for each minor Beneficiary. 7.3 The clause has been deleted from this section for the sample review. 7.4 The clause has been deleted from this section for the sample review. 7.5 The clause has been deleted from this section for the sample review. 7.6 The Trustee and each Successor Trustee named herein (including any alternate named herein) shall serve without bond. A resigning Successor Trustee may require a bond to be posted by any other incoming Successor Trustee, the cost of such bond being payable from the Trust Estate. The Successor Trustee shall become fully vested with all not be liable for any mistake or error of judgment in the rightsadministration of the Trust, powersexcept for wilful misconduct, so long as they continue to exercise their duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming powers in a fiduciary capacity primarily in the successor trustee all such rights, powers, duties, and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof, its appointment shall not adversely affect the then current rating interests of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the 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 as provided in this Section 5.09, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates. If the Depositor fails to mail such notice within 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 DepositorBeneficiaries.

Successor Trustee. Any successor trustee Trustee appointed as provided in Section 5.08 hereof 11.08 shall execute, acknowledge and deliver to the Depositor Servicer, the Company and to its predecessor trustee and the Depositor Trustee 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 hereinTrustee. The Depositor predecessor Trustee shall deliver or cause to be delivered to the successor Trustee the Loans and the Loan Files and any related documents and statements held by it hereunder; and, if the Loans are then held by a Custodian pursuant to a custodial agreement, the predecessor Trustee and the Custodian shall amend such custodial agreement to make the successor Trustee the successor to the predecessor Trustee thereunder; and the Servicer, the Company and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties, duties and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 5.09 11.09 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 5.07 hereof, its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the 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 Trustee11.07. Upon acceptance of appointment by a successor trustee ▇▇▇▇▇▇▇ as provided in this Section 5.0911.09, the Depositor Servicer shall mail cause notice of the succession of such trustee Trustee hereunder to all Holders of Certificatesbe mailed to S&P, to Fitch and to each Certificateholder and the Class C Certificateholders at their addresses as shown in the Certificate Register. If the Depositor Servicer fails to mail such notice within 10 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 DepositorServicer.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof 8.07 shall execute, acknowledge and deliver to the Depositor Servicer and to its predecessor trustee and the Depositor an instrument accepting such appointment hereunder 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 Trustee or Delaware Trustee herein. The Depositor predecessor shall deliver to the successor trustee all Mortgage Files, related documents, statements and all other property held by it hereunder, and the Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 8.08 unless at the time of such acceptance appointment such successor trustee shall be eligible under the provisions of Section 5.07 hereof, its 8.06 and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided shall not result in a downgrading of the ratings of any of the Other NIM Notes or of any Class of Certificates or of the shadow ratings of the Insured NIM Notes (without giving effect to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested any insurance policy issued by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to NIMS Insurer) by any Rating Agency, as evidenced by a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 5.098.08, the Depositor Servicer shall mail notice of the succession of such trustee hereunder to (i) all Holders of CertificatesCertificateholders at their addresses as shown in the Certificate Register, (ii) the Rating Agencies and (iii) the NIMS Insurer. If the Depositor Servicer fails to mail such notice within 10 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 Depositormailed.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof 8.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Depositor an instrument accepting such appointment hereunder 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. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements to the extent held by it hereunder, as well as all moneys, held by it hereunder, and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof, its 8.06 and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor shall not result in writing and in form and substance reasonably satisfactory to the Depositora downgrading of any Class of Certificates by any Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee trustee, as provided in this Section 5.09Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 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 Depositor.. 148

Successor Trustee. Any successor trustee Trustee appointed as provided in Section 5.08 hereof 11.07 shall execute, acknowledge and deliver to the Depositor Servicer, the Company and to its predecessor trustee and the Depositor Trustee 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 hereinTrustee. The Depositor predecessor Trustee shall deliver or cause to be delivered to the successor Trustee the Contracts, Contract Files and Land-and-Home Contract Files and any related documents and statements held by it hereunder; and, if the Land-and-Home Contract Files are then held by a custodian pursuant to a custodial agreement, the predecessor Trustee and the custodian shall amend such custodial agreement to make the successor Trustee the successor to the predecessor Trustee thereunder; and the Servicer, the Company and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties, duties and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 5.09 Section11.08 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 5.07 hereof, its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the 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 Trustee11.06. Upon acceptance of appointment by a successor trustee Trustee as provided in this Section 5.0911.08, the Depositor Servicer shall mail cause notice of the succession of such trustee Trustee hereunder to all Holders of Certificatesbe mailed to each Certificateholder at their addresses as shown in the Certificate Register. If the Depositor Servicer fails to mail such notice within 10 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 DepositorServicer.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof 10.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Depositor an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor 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. The Depositor predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder, and the Depositor, the Certificate Administrator, the Servicers and the predecessor trustee shall execute and deliver such instruments and do such other things as 107 may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof10.06. Prior to the appointment of any successor trustee becoming effective, its the Depositor shall have received from each Rating Agency written confirmation that such appointment shall would not adversely affect result in a reduction of the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the 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 TrusteeClass A or Class M Certificates. Upon acceptance of appointment by a successor trustee as provided in this Section 5.09Section, the Depositor Certificate Administrator shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register, to the Servicers, any Sub-Servicer and to each Rating Agency. If the Depositor fails to mail such notice within 10 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 Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 9.07 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Depositor 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 the like effect as if originally named as trustee herein. The Depositor Depositor, upon receipt of all amounts due it hereunder, and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 9.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof, 9.06 hereof and its appointment acceptance shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the 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 TrusteeCertificates. Upon acceptance of appointment by a successor trustee as provided in this Section 5.099.08, the Depositor shall mail notice of the succession of such trustee hereunder hereunder, to the Certificate Insurer and to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 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 Depositor. Notwithstanding anything to the contrary contained herein or in the Interest Rate Cap Agreements, if the Trustee resigns or is removed, it shall be deemed to have resigned or been removed as Supplemental Interest Trust Trustee contemporaneously therewith. The successor trustee, upon its acceptance of appointment as Trustee, shall become the Supplemental Interest Trust Trustee for all purposes hereunder and under the Interest Rate Cap Agreements.

Successor Trustee. Any successor trustee Trustee appointed as provided in Section 5.08 hereof 11.08 shall execute, acknowledge and deliver to the Depositor Servicer, the Company and to its predecessor trustee and the Depositor Trustee an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee 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 hereinTrustee. The Depositor predecessor Trustee shall deliver or cause to be delivered to the successor Trustee the Loans and the Loan Files and any related documents and statements held by it hereunder; and, if the Loans are then held by a Custodian pursuant to a custodial agreement, the predecessor Trustee and the Custodian shall amend such custodial agreement to make the successor Trustee the successor to the predecessor Trustee thereunder; and the Servicer, the Company and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties, duties and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 5.09 11.09 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 5.07 hereof, its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the 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 Trustee11.07. Upon acceptance of appointment by a successor trustee Trustee as provided in this Section 5.0911.09, the Depositor Servicer shall mail cause notice of the succession of such trustee Trustee hereunder to all Holders of Certificatesbe mailed to S&P, to Fitch and to each Certificateholder and the Class C Certificateholder at their addresses as shown in the Certificate Register. If the Depositor Servicer fails to mail such notice within 10 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 DepositorServicer.

Successor Trustee. Any successor trustee Trustee appointed as provided in Section 5.08 hereof 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, the Administrator and to its predecessor trustee and the Depositor Trustee 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 hereinTrustee. The successor Trustee shall, at least 30 days prior to the effective date of its acceptance, provide to the Depositor and the Servicer written notice in form and substance reasonably satisfactory to the Depositor and the Servicer containing all information reasonably requested by the Depositor and the Servicer in order for the Depositor to comply with its reporting obligations under Item 6.02 of Form 8-K with respect to a replacement of the Trustee. The Depositor, the Servicer and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties, duties and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance (i) such successor trustee Trustee shall be eligible under the provisions of Section 5.07 hereof8.06, its appointment and (ii) the unsecured long-term debt of such successor Trustee is rated at least “A3” by M▇▇▇▇’▇. The successor Trustee shall not adversely affect accept such appointment if the Rating Agencies have sent written notice to the Depositor that such successor Trustee will result in a withdrawal or a downgrading of the then current rating ratings on any Class of the Certificates and such Offered Certificates. The predecessor Trustee shall notify the Rating Agency of the appointment of any successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the 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 5.09Section, the Depositor Servicer shall mail notice of the succession of such trustee Trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register and to each Rating Agency. If the Depositor Servicer fails to mail such notice within 10 30 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 DepositorServicer.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof 6.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Depositor an instrument accepting such appointment hereunder 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. The predecessor trustee shall transfer and deliver to the successor trustee evidence of the transfer to such successor Trustee of the ownership, on behalf of the Certificateholders, of the Underlying Certificates and related documents and statements, as well as all moneys, held by it hereunder, and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof, its 6.06 and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor shall not result in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested a downgrading of any Class of Certificates by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to Rating Agency, as evidenced by a replacement Trusteeletter from the Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 5.09Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 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 Depositor.

Successor Trustee. Any successor trustee Trustee appointed as provided in Section 5.08 hereof 9.07 shall execute, acknowledge and deliver to the Depositor Depositor, the Servicer and to its predecessor trustee Trustee [and the Depositor Certificate Insurer] 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 hereinTrustee. The Depositor Depositor, the Servicer[, the Certificate Insurer] and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties, duties and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 5.07 hereof, its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the 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 Trustee9.06. Upon acceptance of appointment by a successor trustee Trustee as provided in this Section 5.09Section, the Depositor Servicer shall mail notice of the succession of such trustee Trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register and to each Rating Agency. If the Depositor Servicer fails to mail such notice within 10 30 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 DepositorServicer. [Notwithstanding anything to the contrary contained herein, so long as no Certificate Insurer Default exists, the appointment of any successor Trustee pursuant to any provision of this Agreement will be subject to the prior written consent of the Certificate Insurer, which consent shall not be unreasonably withheld.]

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, the NIMS Insurer and to its predecessor trustee and the Depositor an instrument accepting such appointment hereunder 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. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the time held by the Custodian, which Custodian shall become the agent of any successor trustee hereunder), and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof, its 8.06 and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor shall not result in writing and in form and substance reasonably satisfactory to the Depositora downgrading of any Class of Certificates by each Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 5.09Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 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 Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof 8.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Depositor an instrument accepting such appointment hereunder 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. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof, its 8.06 and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor shall not result in writing and in form and substance reasonably satisfactory to the Depositora downgrading of any Class of Certificates (including any shadow rating thereof) by either Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 5.09Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 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 Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, the NIMS Insurer and to its predecessor trustee and the Depositor an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further 146 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. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements to the extent held by it hereunder, as well as all moneys, held by it hereunder (other than any Mortgage Files at the time held by the Custodian, which Custodian shall become the agent of any successor trustee hereunder), and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof, its 8.06 and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor shall not result in writing and in form and substance reasonably satisfactory to the Depositora downgrading of any Class of Certificates by any Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee trustee, as provided in this Section 5.09Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 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 Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof 8.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Depositor an instrument accepting such appointment hereunder 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. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof, its 8.06 and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor shall not result in writing and in form and substance reasonably satisfactory to the Depositora downgrading of any Class of Certificates by either Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 5.09Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 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 Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof 8.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Depositor an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trusteesuccessor, 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. The predecessor trustee shall deliver to its successor all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the time held by a Custodian, if any, which Custodian shall become the agent of any successor trustee hereunder), and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof, its 8.06 and the appointment of such successor shall not adversely affect the then current rating result in a downgrading of the any Class of Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositorby either Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 5.09Section, the Depositor shall mail notice of the succession of such trustee hereunder to [__________] and all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trusteesuccessor, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any The Trustee may resign by an instrument in writing ----------------- addressed to the Administrative Agent, or the Trustee may be removed at any time with or without cause by an instrument in writing executed by the Administrative Agent. In case of the death, resignation, removal or disqualification of the Trustee or if for any reason the Administrative Agent shall deem it desirable to appoint a substitute or successor trustee appointed as provided in Section 5.08 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Depositor an instrument accepting such appointment hereunder and thereupon the resignation or removal act instead of the predecessor herein named trustee shall become effective and such or any substitute or successor trustee, then the Administrative Agent shall have the right and hereby is authorized and empowered to appoint a successor trustee, or a substitute trustee, without other formality than appointment and designation in writing executed by the Administrative Agent and the authority hereby conferred shall extend to the appointment of other successor and substitute trustees successively until the Secured Indebtedness finally has been paid in full or until the Property is sold hereunder. In the event the Secured Indebtedness is owned by more than one person or entity, the holder or holders of not less than a majority in the amount of such indebtedness shall have the right and authority to make the appointment of a successor or substitute trustee provided for in the preceding sentence. Such appointment and designation by Administrative Agent or by the holder or holders of not less than a majority of the Secured Obligations shall be full evidence of the right and authority to make the same and of all facts therein recited. If the Administrative Agent is a corporation and such appointment is executed in its behalf by an officer of such corporation, such appointment shall be conclusively presumed to be executed with authority and shall be valid and sufficient without proof of any further action by the board of directors or any superior officer of the corporation. Upon the making of any such appointment and designation, all of the estate and title of the Trustee in the Property shall vest in the named successor or substitute trustee and thereupon he shall succeed to and shall hold, possess and execute all the rights, powers, privileges, immunities and duties herein conferred upon the Trustee; but, nevertheless, upon the written request of the Administrative Agent or of the successor or substitute Trustee, the Trustee ceasing to act shall execute and deliver an instrument transferring to such successor or substitute Trustee all of the estate and title in the Property of the Trustee so ceasing to act, deed or conveyance, shall become fully vested together with all the rights, powers, privileges, immunities and duties herein conferred upon the Trustee, and obligations of its predecessor hereundershall assign, with the like effect as if originally named as trustee herein. The Depositor and the predecessor trustee shall execute transfer and deliver such instruments any of the properties and do such other things moneys held by said Trustee hereunder to said successor or substitute Trustee. All references herein to the Trustee shall be deemed to refer to the Trustee (including any successor or substitute appointed and designated as may reasonably be required for more fully herein provided) from time to time acting hereunder. Grantor hereby ratifies and certainly vesting confirms any and confirming in all acts which the herein named Trustee or her successor trustee all such rightsor successors, powerssubstitute or substitutes, duties, and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee trust, lawfully shall be eligible under the provisions of Section 5.07 do by virtue hereof, its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the 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 as provided in this Section 5.09, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates. If the Depositor fails to mail such notice within 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 Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof 6.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Depositor an instrument accepting such appointment hereunder 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. The predecessor trustee shall deliver to the successor trustee evidence of the transfer to such successor trustee evidence of the transfer to such successor trustee of the ownership, on behalf of the Certificateholders, of the Underlying Certificates and related documents and statements, as well as all moneys, held by it hereunder, and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof, its 6.06 and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to shall not result in a downgrading of any Class of Certificates by either Rating Agency, as evidenced by a letter from the Depositor in writing and in form and substance reasonably satisfactory to the 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 TrusteeRating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 5.09Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 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 Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 5.08 hereof 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, the NIMS Insurer and to its predecessor trustee and the Depositor an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, trustee without any further act, deed 152 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. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof, its 8.06 and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor shall not result in writing and in form and substance reasonably satisfactory to the Depositora downgrading of any Class of Certificates by either Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 5.09Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 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 Depositor.