Common use of Successor Clause in Contracts

Successor. Any successor trustee appointed as provided in Section 8.08 shall execute, acknowledge and deliver to the Master Servicer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor, without any further act, deed or reconveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein. The predecessor trustee shall deliver to its successor all Owner Mortgage Loan Files and related documents and statements held by it hereunder (other than any Owner Mortgage Loan Files at the time held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and the Seller, the Master Servicer and the predecessor entity 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 shall accept appointment as provided in this Section unless at the time of such acceptance such successor shall be eligible under the provisions of Section 8.07 Upon acceptance of appointment by a successor as provided in this Section, the Master Servicer shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Master Servicer fails to mail such notice within ten days after acceptance of the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Master Servicer.

Successor. Any successor trustee appointed as provided in Section 8.08 shall execute, acknowledge and deliver to the Master Servicer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor, without any further act, deed or reconveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein. The predecessor trustee shall deliver to its successor all Owner Mortgage Loan Files and related documents and statements held by it hereunder (other than any Owner Mortgage Loan Files at the time held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and the Seller, the Master Servicer and the predecessor entity 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 shall accept appointment as provided in this Section unless at the time of such acceptance such successor shall be eligible under the provisions of Section 8.07 8.07. Upon acceptance of appointment by a successor as provided in this Section, the Master Servicer shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Master Servicer fails to mail such notice within ten days after acceptance of the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Master Servicer.

Successor. Any successor trustee appointed as provided in Section 8.08 shall execute, acknowledge and deliver to the Master Servicer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor, without any further act, deed or reconveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein. The predecessor trustee shall deliver to its successor all Owner Mortgage Loan Files and related documents and statements held by it hereunder (other than any Owner Mortgage Loan Files at the time held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and the SellerDepositor, the Master Servicer and the predecessor entity 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. If the predecessor trustee has resigned, or has been removed for cause, all costs associated with the appointment of a successor trustee shall be paid to the Person that incurred them by the predecessor trustee. Without limiting the predecessor trustee's obligation, if the predecessor trustee fails to pay such costs, such costs shall be reimbursed by the Trust; provided however, that if the predecessor trustee has been terminated without cause pursuant to Section 8.08, all reasonable expenses incurred in complying with this Section 8.09 shall be reimbursed by the Trust to the Person that incurred them. No successor shall accept appointment as provided in this Section unless at the time of such acceptance such successor shall be eligible under the provisions of Section 8.07 8.07. Upon acceptance of appointment by a successor as provided in this Section, the Master Servicer successor trustee shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Master Servicer fails to mail such notice within ten days after acceptance of the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Master Servicer.

Successor. Any successor trustee appointed as provided in Section 8.08 shall execute, acknowledge and deliver to the Master Servicer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor, without any further act, deed or reconveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein. The predecessor trustee shall deliver to its successor all Owner Mortgage Loan Files and related documents and statements held by it hereunder (other than any Owner Mortgage Loan Files at the time held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and the Seller, the Master Servicer and the predecessor entity 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 shall accept appointment as provided in this Section unless at the time of such acceptance such successor shall be eligible under the provisions of Section 8.07 8.07. Upon acceptance of appointment by a successor as provided in this Section, the Master Servicer shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Master Servicer fails to mail such notice within ten days after acceptance of the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Master Servicer.

Successor. Any successor trustee or successor trust administrator appointed as provided in Section 8.08 shall execute, acknowledge and deliver to the Master Servicer and to its predecessor trustee or trust administrator, as the case may be an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or trust administrator shall become effective, and such successor, without any further act, deed or reconveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or trust administrator, as the case may be herein. The predecessor trustee or trust administrator shall deliver to its successor all Owner Mortgage Loan Files and related documents and statements held by it hereunder (other than any Owner Mortgage Loan Files at the time held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and the Seller, the Master Servicer and the predecessor entity 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 or successor trust administrator, as the case may be all such rights, powers, duties and obligations. No successor shall accept appointment as provided in this Section unless at the time of such acceptance such successor shall be eligible under the provisions of Section 8.07 Upon acceptance of appointment by a successor as provided in this Section, the Master Servicer shall mail notice of the succession of such trustee or trust administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Master Servicer fails to mail such notice within ten days after acceptance of the successor trusteetrustee or successor trust administrator, as the case may be, the successor trustee or trust administrator shall cause such notice to be mailed at the expense of the Master Servicer.

Successor. Any successor trustee or successor trust administrator appointed as provided in Section 8.08 shall execute, acknowledge and deliver to the Master Servicer and to its predecessor trustee or trust administrator, as the case may be, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or trust administrator shall become effective, and such successor, without any further act, deed or reconveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or trust administrator, as the case may be, herein. The predecessor trustee or trust administrator shall deliver to its successor all Owner Mortgage Loan Files and related documents and statements held by it hereunder (other than any Owner Mortgage Loan Files at the time held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and the Seller, the Master Servicer and the predecessor entity 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 or successor trust administrator, as the case may be, all such rights, powers, duties and obligations. No successor shall accept appointment as provided in this Section unless at the time of such acceptance such successor shall be eligible under the provisions of Section 8.07 Upon acceptance of appointment by a successor as provided in this Section, the Master Servicer shall mail notice of the succession of such trustee or trust administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Master Servicer fails to mail such notice within ten days after acceptance of the successor trusteetrustee or trust administrator, as the case may be, the successor trustee or trust administrator shall cause such notice to be mailed at the expense of the Master Servicer.

Successor. Any successor trustee or successor trust administrator appointed as provided in Section 8.08 shall execute, acknowledge and deliver to the Master Servicer and to its predecessor trustee or trust administrator, as the case may be, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or trust administrator shall become effective, and such successor, without any further act, deed or reconveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or trust administrator, as the case may be, herein. The predecessor trustee or trust administrator shall deliver to its successor all Owner Mortgage Loan Files and related documents and statements held by it hereunder (other than any Owner Mortgage Loan Files at the time held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and the Seller, the Master Servicer and the predecessor entity 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 or successor trust administrator, as the case may be, all such rights, powers, duties and obligations. No successor shall accept appointment as provided in this Section unless at the time of such acceptance such successor shall be eligible under the provisions of Section 8.07 8.07. Upon acceptance of appointment by a successor as provided in this Section, the Master Servicer shall mail notice of the succession of such trustee or trust administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Master Servicer fails to mail such notice within ten days after acceptance of the successor trusteetrustee or successor trust administrator, as the case may be, the successor trustee or trust administrator shall cause such notice to be mailed at the expense of the Master Servicer.

Successor. Any successor trustee appointed as provided in Section 8.08 shall execute, acknowledge and deliver to the Master Servicer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor, without any further act, deed or reconveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein. The predecessor trustee shall deliver to its successor all Owner Mortgage Loan Files and related documents and statements held by it hereunder (other than any Owner Mortgage Loan Files at the time held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and the SellerDepositor, the Master Servicer and the predecessor entity 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. All costs associated with the appointment of a successor trustee shall be paid to the Person that incurred them by the predecessor trustee. Without limiting the predecessor trustee's obligation, if the predecessor trustee fails to pay such costs, such costs shall be reimbursed by the Trust; provided however, that if the predecessor trustee has been terminated pursuant to the third paragraph of Section 8.08, all reasonable expenses incurred in complying with this Section 8.09 shall be reimbursed by the Trust to the Person that incurred them. No successor shall accept appointment as provided in this Section unless at the time of such acceptance such successor shall be eligible under the provisions of Section 8.07 8.07. Upon acceptance of appointment by a successor as provided in this Section, the Master Servicer successor trustee shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Master Servicer fails to mail such notice within ten days after acceptance of the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Master Servicer.

Successor. Any successor trustee or successor trust administrator appointed as provided in Section 8.08 shall execute, acknowledge and deliver to the Master Servicer and to its predecessor trustee or trust administrator, as the case may be, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or trust administrator shall become effective, and such successor, without any further act, deed or reconveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or trust administrator, as the case may be, herein. The predecessor trustee or trust administrator shall deliver to its successor all Owner Mortgage Loan Files and related documents and statements held by it hereunder (other than any Owner Mortgage Loan Files at the time held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and the Seller, the Master Servicer and the predecessor entity 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 or successor trust administrator, as the case may be, all such rights, powers, duties and obligations. No successor shall accept appointment as provided in this Section unless at the time of such acceptance such successor shall be eligible under the provisions of Section 8.07 Upon acceptance of appointment by a successor as provided in this Section, the Master Servicer shall mail notice of the succession of such trustee or trust administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Master Servicer fails to mail such notice within ten days after acceptance of the successor trusteetrustee or successor trust administrator, as the case may be, the successor trustee or trust administrator shall cause such notice to be mailed at the expense of the Master Servicer.

Successor. Any successor trustee appointed as provided in Section 8.08 shall executeThe Agent may, acknowledge subject (at any time no Event of Default or Default has occurred and deliver is continuing) to the Master Servicer Borrower's prior written consent that may not be unreasonably withheld, assign all of its rights and obligations as the Agent under the Loan Documents to any of its predecessor trustee an instrument accepting such appointment hereunderAffiliates, which Affiliate shall then be the successor Agent under the Loan Documents. The Agent may also, upon 30 days' prior notice to the Borrower, voluntarily resign. If the initial or any successor Agent ever ceases to be a party to this Agreement or if the initial or any successor Agent ever resigns, then the Required Lenders shall (which, if no Event of Default or Default has occurred and thereupon is continuing, is subject to the resignation or removal Borrower's approval that may not be unreasonably withheld) appoint the successor Agent from among the Lenders (other than the resigning Agent). If the Required Lenders fail to appoint a successor Agent within 30 days after the resigning Agent has given notice of resignation, then the resigning Agent may, on behalf of the predecessor trustee Lenders, upon thirty (30) days prior notice to the Borrower, appoint a successor Agent, subject (at any time no Event of Default or Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition). Upon its acceptance of appointment as successor Agent, the successor Agent shall succeed to and become effective, and such successor, without any further act, deed or reconveyance, shall become fully vested with all of the rightsrights of the prior Agent, powers, and the prior Agent shall be discharged from its duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein. The predecessor trustee shall deliver to its successor all Owner Mortgage Agent under the Loan Files and related documents and statements held by it hereunder (other than any Owner Mortgage Loan Files at the time held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder)Documents, and each Lender shall execute the Sellerdocuments that any Lender, the Master Servicer and the predecessor entity 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 resigning Agent or the successor trustee all such rightsAgent reasonably requests to reflect the change. After any Agent's resignation as the Agent under the Loan Documents, powers, duties and obligations. No successor shall accept appointment as provided in this Section unless at the time of such acceptance such successor shall be eligible under the provisions of Section 8.07 Upon acceptance of appointment this section inure to its benefit as to any actions taken or not taken by a successor as provided in this Section, it while it was the Master Servicer shall mail notice of Agent under the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Master Servicer fails to mail such notice within ten days after acceptance of the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Master ServicerLoan Documents.

Successor. Any successor trustee appointed as provided in Section 8.08 shall execute, acknowledge and deliver If prior to the Master Servicer and to its predecessor trustee an instrument accepting such appointment hereundereffective date of termination of this Agreement, and thereupon or upon the effective date of the resignation or removal of the predecessor trustee Custodian, as the case may be, a successor custodian shall become effectivehave been appointed by the Company, and such successorthe Custodian shall, without any further act, deed or reconveyance, shall become fully vested with upon receipt of Proper Instruction (i) deliver directly to the successor custodian all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein. The predecessor trustee shall deliver to its successor all Owner Mortgage Loan Files and related documents and statements held by it hereunder Securities (other than Securities held in a book-entry system or Securities Depository) and cash then owned by the Company and held by the Custodian as custodian, and (ii) transfer any Owner Mortgage Loan Files Securities held in a book-entry system or Securities Depository to an account of or for the benefit of the Company at the time held by a Custodiansuccessor custodian, provided that the Company shall have paid to the Custodian all fees, expenses and other amounts to the payment or reimbursement of which Custodian it shall become the agent of any successor trustee hereunder), and the Sellerthen be entitled. In addition, the Master Servicer and the predecessor entity 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 rightsCustodian shall, powers, duties and obligations. No successor shall accept appointment as provided in this Section unless at the time of such acceptance such successor shall be eligible under the provisions of Section 8.07 Upon acceptance of appointment by a successor as provided in this Section, the Master Servicer shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Master Servicer fails to mail such notice within ten days after acceptance of the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Master ServicerCompany, transfer to such successor all relevant books, records, correspondence, and other data established or maintained by the Custodian under this Agreement (including the Loan Files) in a form reasonably acceptable to the Company (if such form differs from the form in which the Custodian has maintained the same, the Company shall pay any expenses associated with transferring the data to such form), and will cooperate in the transfer of such duties and responsibilities, including provision for assistance from the Custodian’s personnel in the establishment of books, records, and other data by such successor. Upon such delivery and transfer, the Custodian shall be relieved of all obligations under this Agreement. In the absence of a material breach of this agreement by the Company and unless continued services under this Agreement would cause the Custodian or any of its affiliates to be in violation of any applicable law, rule, regulation, or order of any governmental, regulatory or judicial authority of competent jurisdiction, the Company shall be entitled to request, and the Custodian shall furnish in response to such request, the services contemplated herein for three (3) months following the termination of the agreement provided that the Custodian shall remain entitled to fees, expenses and indemnities provided in Sections 8.1, 8.2 and 9.4 herein in order to allow for a smooth transition.

Successor. In the event of resignation, removal, ineligibility, disability or refusal to act of the Indenture Trustee, a successor may be appointed by the Holders of not less than a majority in aggregate principal amount of the Directing Notes then Outstanding by an instrument or concurrent instruments in writing signed by such Holders or their attorneys-in-fact duly authorized provided, nevertheless, that in case at any time there shall be a vacancy in the office of the Indenture Trustee hereunder, the Issuer, by an instrument in writing shall appoint a successor to fill such vacancy until a new Indenture Trustee shall be appointed by the Holders of the Directing Notes as above authorized; and any such successor Indenture Trustee appointed by the Issuer shall be superseded, immediately and without further act, by the new Indenture Trustee appointed by the Holders of the Directing Notes. No resignation or removal of the Indenture Trustee shall be effective until a successor Indenture Trustee has been appointed and has qualified under this Section 7.1 and the predecessor Indenture Trustee has been paid all money then due it under this Indenture. Any successor trustee appointed as provided in Indenture Trustee shall meet the qualifications of this Section 8.08 7.1. Such successor Indenture Trustee shall execute, acknowledge and deliver to the Master Servicer its predecessor and to its predecessor trustee the Issuer an instrument in writing accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successorsuccessor Indenture Trustee, without any further act, deed or reconveyanceconveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein. The predecessor trustee shall deliver to its successor all Owner Mortgage Loan Files and related documents and statements held by it hereunder (other than any Owner Mortgage Loan Files at the time held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and the Seller, the Master Servicer and the predecessor entity 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 shall accept appointment as provided in this Section unless at the time of such acceptance such successor shall be eligible under the provisions of Section 8.07 Upon acceptance of appointment by a successor as provided in this Section, the Master Servicer shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Master Servicer fails to mail such notice within ten days after acceptance of the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Master Servicer.fully

Successor. Any successor trustee appointed as provided in Section 8.08 shall execute, acknowledge and deliver to the Master Servicer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective, and such successor, without any further act, deed or reconveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee Trustee herein. The predecessor trustee Trustee shall deliver to its successor all Owner Mortgage Loan Files and related documents and statements held by it hereunder (other than any Owner Mortgage Loan Files at the time held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and the Seller, the Master Servicer and the predecessor entity 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 shall accept appointment as provided in this Section unless at the time of such acceptance such successor shall be eligible under the provisions of Section 8.07 8.07. Upon acceptance of appointment by a successor as provided in this Section, the Master Servicer shall mail notice of the succession of such trustee Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Master Servicer fails to mail such notice within ten days after acceptance of the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Master Servicer.

Successor. Any successor trustee or successor trust administrator appointed as provided in Section 8.08 shall execute, acknowledge and deliver to the Master Servicer and to its predecessor trustee or trust administrator, as the case may be, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or trust administrator shall become effective, and such successor, without any further act, deed or reconveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or trust administrator, as the case may be, herein. The predecessor trustee or trust administrator shall deliver to its successor all Owner Mortgage Loan Files and related documents and statements held by it hereunder (other than any Owner Mortgage Loan Files at the time held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and the Seller, the Master Servicer and the predecessor entity 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 or successor trust administrator, as the case may be, all such rights, powers, duties and obligations. No successor shall accept appointment as provided in this Section unless at the time of such acceptance such successor shall be eligible under the provisions of Section 8.07 8.07. Upon acceptance of appointment by a successor as provided in this Section, the Master Servicer shall mail notice of the succession of such trustee or trust administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Master Servicer fails to mail such notice within ten days after acceptance of the successor trusteetrustee or trust administrator, as the case may be, the successor trustee or trust administrator shall cause such notice to be mailed at the expense of the Master Servicer.

Successor. Any successor trustee Custodian appointed as provided in this Section 8.08 8 shall execute, acknowledge execute and deliver to the Master Servicer Buyers, the Administrative Agent and the Seller and to its the Administrative Agent’s predecessor trustee Custodian an instrument accepting such appointment hereunderappointment, and thereupon the resignation or removal of the predecessor trustee Custodian shall become effective, effective and such successorsuccessor Custodian, without any further act, deed or reconveyanceconveyance, shall become fully vested with all the rights, powers, duties rights and obligations of its predecessor hereunderpredecessor, with like effect as if originally named as trustee herein. The predecessor trustee the Custodian and shall deliver to its assume all the duties and obligations in this Custody Agreement as Custodian (but not the duties and obligations of the Administrative Agent under the Current Repurchase Agreement unless the successor all Owner Mortgage Loan Files and related documents and statements held by it hereunder (other than any Owner Mortgage Loan Files at Custodian is also a successor Administrative Agent); provided that upon the time held by a Custodian, which Custodian shall become the agent written request of any successor trustee hereunder), and the Seller, the Master Servicer and Required Buyers or the predecessor entity successor Custodian, the Custodian ceasing to act shall execute and deliver (a) an instrument transferring to such successor Custodian all of the rights of the Custodian so ceasing to act and (b) to such successor Custodian such instruments as are necessary to transfer all Loan Papers then in the hands of the Custodian to such successor Custodian (including endorsements in blank and do assignments in blank of all such other things as may Mortgage Notes and Mortgages that are not already endorsed or assigned in blank). Upon the request of any such successor Custodian made from time to time, the Seller shall execute any and all papers which the successor Custodian shall reasonably be required for request or require to more fully and certainly vesting vest in and confirming in the confirm to such successor trustee Custodian all such rights, powers, duties and obligations. No successor Custodian shall accept appointment as provided in this Section 8.5 unless at the time of such acceptance such successor Custodian shall be eligible under the provisions of Section 8.07 Upon acceptance of appointment by a successor as provided in this Section, the Master Servicer shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Master Servicer fails to mail such notice within ten days after acceptance of the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Master Servicer8.1.

Successor. Any successor trustee appointed as provided in Section 8.08 shall execute, acknowledge and deliver to the Master Servicer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor, without any further act, deed or reconveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein. The predecessor trustee shall deliver to its successor all Owner Mortgage Loan Files and related documents and statements held by it hereunder (other than any Owner Mortgage Loan Files at the time held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and the SellerDepositor, the Master Servicer and the predecessor entity 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. All costs associated with the appointment of a successor trustee shall be paid to the Person that incurred them by the predecessor trustee. Without limiting the predecessor trustee’s obligation, if the predecessor trustee fails to pay such costs, such costs shall be reimbursed by the Trust; provided however, that if the predecessor trustee has been terminated pursuant to the third paragraph of Section 8.08, all reasonable expenses incurred in complying with this Section 8.09 shall be reimbursed by the Trust to the Person that incurred them. No successor shall accept appointment as provided in this Section unless at the time of such acceptance such successor shall be eligible under the provisions of Section 8.07 8.07. Upon acceptance of appointment by a successor as provided in this Section, the Master Servicer successor trustee shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Master Servicer fails to mail such notice within ten days after acceptance of the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Master Servicer.

Successor. Any successor trustee Custodian appointed as provided in this Section 8.08 8 shall execute, acknowledge execute and deliver to the Master Servicer Buyers, the Administrative Agent and the Seller and to its the Administrative Agent’s predecessor trustee Custodian an instrument accepting such appointment hereunderappointment, and thereupon the resignation or removal of the predecessor trustee Custodian shall become effective, effective and such successorsuccessor Custodian, without any further act, deed or reconveyanceconveyance, shall become fully vested with all the rights, powers, duties rights and obligations of its predecessor hereunderpredecessor, with like effect as if originally named as trustee herein. The predecessor trustee the Custodian and shall deliver to its assume all the duties and obligations in this Custody Agreement as Custodian (but not the duties and obligations of the Administrative Agent under the Current Repurchase Agreement unless the successor all Owner Mortgage Loan Files and related documents and statements held by it hereunder (other than any Owner Mortgage Loan Files at Custodian is also a successor Administrative Agent); provided that upon the time held by a Custodian, which Custodian shall become the agent written request of any successor trustee hereunder), and the Seller, the Master Servicer and Required Buyers or the predecessor entity successor Custodian, the Custodian ceasing to act shall execute and deliver (a) an instrument transferring to such successor Custodian all of the rights of the Custodian so ceasing to act and (b) to such successor Custodian such instruments as are necessary to transfer all Loan Papers then in the hands of the Custodian to such successor Custodian (including endorsements in blank and do assignments in blank of all such other things as may Mortgage Notes and Mortgages that are not already endorsed or assigned in blank). Upon the request of any such successor Custodian made from time to time, the Seller shall execute any and all papers which the successor Custodian shall reasonably be required for request or require to more fully and certainly vesting vest in and confirming in the confirm to such successor trustee Custodian all such rights, powers, duties and obligations. No successor Custodian shall accept appointment as provided in this Section unless at the time of such acceptance such successor Custodian shall be eligible under the provisions of Section 8.07 Upon acceptance of appointment by a successor as provided in this Section, the Master Servicer shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Master Servicer fails to mail such notice within ten days after acceptance of the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Master Servicer8.1.

Successor. Any successor trustee appointed as provided in Section 8.08 shall execute, acknowledge and deliver to the Master Servicer Securities Administrator and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor, without any further act, deed or reconveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein. The predecessor trustee shall deliver to its successor all Owner Mortgage Loan Files and related documents and statements held by it hereunder (other than any Owner Mortgage Loan Files at the time held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and the SellerDepositor, the Master Servicer Securities Administrator and the predecessor entity 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. If the predecessor trustee has resigned, or has been removed for cause, all costs associated with the appointment of a successor trustee shall be paid to the Person that incurred them by the predecessor trustee. Without limiting the predecessor trustee's obligation, if the predecessor trustee fails to pay such costs, such costs shall be reimbursed by the Trust; provided however, that if the predecessor trustee has been terminated without cause pursuant to Section 8.08, all reasonable expenses incurred in complying with this Section 8.09 shall be reimbursed by the Trust to the Person that incurred them. No successor shall accept appointment as provided in this Section unless at the time of such acceptance such successor shall be eligible under the provisions of Section 8.07 8.07. Upon acceptance of appointment by a successor as provided in this Section, the Master Servicer successor trustee shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Master Servicer fails to mail such notice within ten days after acceptance of the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Master Servicer.

Successor. Any Custodian If a successor trustee custodian for the Fund, of one or more of the Portfolios shall be appointed as provided in Section 8.08 shall executeby the Board of Directors of the Fund, acknowledge and the Custodian shall, upon termination, deliver to such successor custodian at the Master Servicer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal office of the predecessor trustee Custodian, duly endorsed and in the form for transfer, all securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a certified copy of a vote of the Board of Directors of the Fund, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board of Directors shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the Investment Company Act of 1940, doing business in Boston, Massachusetts, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Contract on behalf of each applicable Portfolio and to transfer to an account of such successorsuccessor custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, without any further actsuch bank or trust company shall be the successor of the Custodian under this Contract. In the event that securities, deed funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or reconveyanceof the Board of Directors to appoint a successor custodian, the Custodian shall become fully vested with all be entitled to fair compensation for its services during such period as the rightsCustodian retains possession of such securities, powers, funds and other properties and the provisions of this Contract relating to the duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein. The predecessor trustee shall deliver to its successor all Owner Mortgage Loan Files and related documents and statements held by it hereunder (other than any Owner Mortgage Loan Files at the time held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), remain in full force and the Seller, the Master Servicer and the predecessor entity 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 shall accept appointment as provided in this Section unless at the time of such acceptance such successor shall be eligible under the provisions of Section 8.07 Upon acceptance of appointment by a successor as provided in this Section, the Master Servicer shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Master Servicer fails to mail such notice within ten days after acceptance of the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Master Servicereffect.

Successor. Any Escrow Agent may at any time resign as Escrow Agent hereunder by giving thirty (30) days' prior written notice of resignation to Buyer Parties and Seller Parties or may be removed, with or without cause, by Buyer Parties and Seller Parties, acting jointly, at any time by giving of thirty (30) day's prior written notice to the Escrow Agent. Such resignation or removal shall take effect upon the appointment of a successor trustee appointed Escrow Agent as provided herein. Prior to the effective date of the resignation or removal as specified in Section 8.08 such notice, Seller Parties and Buyer Parties agree that they will jointly appoint a bank or trust company to act as successor escrow agent promptly. Upon such appointment such successor shall execute, acknowledge and deliver to the Master Servicer its predecessor, and also to its predecessor trustee Buyer Parties and Seller Parties, an instrument in writing accepting such appointment hereunder, hereunder and thereupon agreeing to be bound by the resignation or removal terms and provisions of the predecessor trustee shall become effective, and this Agreement. Thereupon such successorsuccessor Escrow Agent, without any further act, deed or reconveyance, shall become fully vested with all the rights, immunities, and powers, and shall be subject to all of the duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee hereinand such predecessor Escrow Agent shall promptly deliver the Escrow Fund to such successor. The predecessor trustee shall deliver to its In the event that a successor all Owner Mortgage Loan Files and related documents and statements held by it hereunder (other than any Owner Mortgage Loan Files at Escrow Agent has not been appointed within thirty days of the time held by a Custodian, which Custodian shall become the agent date of any successor trustee hereunder)such resignation, and the Sellerremoval, dissolution, incapacity or vacancy, the Master Servicer and Escrow Agent shall deposit the predecessor entity 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 Escrow Fund with the successor trustee all such rights, powers, duties and obligations. No successor shall accept appointment as provided in this Section unless at the time clerk of such acceptance such successor shall be eligible under the provisions of Section 8.07 Upon acceptance of appointment by a successor as provided in this Section, the Master Servicer shall mail notice court of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Master Servicer fails to mail such notice within ten days after acceptance federal or state courts of the successor trustee, the successor trustee State of Delaware and shall cause such notice to be mailed at the expense interplead all of the Master Servicerparties hereto. Upon so depositing the Escrow Fund and filing its pleading, this Agreement shall terminate as to the Escrow Agent.

Successor. Any The Trustee may assign all of its rights and obligations as the Trustee under the Note Agreement Documents to any of its Affiliates, with recourse, which Affiliate shall then be the successor trustee appointed Trustee under the Note Agreement Documents, provided that, unless the Determining Noteholders consent to such assignment, the Trustee shall remain liable for all of its obligations hereunder and under the Servicing Agreement. The Trustee may also voluntarily resign and shall resign upon the request of Determining Noteholders for cause (i.e., the Trustee is continuing to fail to perform its responsibilities as provided in Section 8.08 the Trustee under the Note Agreement Documents). If the initial or any successor Trustee ever ceases to be a party to this Agreement or if the initial or any successor Trustee ever resigns (whether voluntarily or at the request of Determining Noteholders), then Determining Noteholders shall execute(which, acknowledge and deliver if no Event of Default or Potential Default exists, is subject to the Master Servicer Company's approval that may not be unreasonably withheld) appoint the successor Trustee. If Determining Noteholders fail to appoint a successor Trustee within 30 days after the resigning Trustee has given notice of resignation or Determining Noteholders have removed the resigning Trustee, then the resigning Trustee may, on behalf of the Noteholders, appoint a successor Trustee, which must be a commercial bank having a combined capital and to surplus of at least $100,000,000 (as shown on its predecessor trustee an instrument accepting such appointment hereundermost recently published statement of condition), and thereupon a rating of "A" or higher by Standard & Poor's or Moody's. In either case, prior to the resignation successor Trustee becoming Trustee under this agreement, the existing Trustee must have received a letter from the Rating Agency indicating that the change will not result in the downgrading or removal withdrawal of the predecessor trustee shall become effectiverating then assigned to any Note. Upon its acceptance of appointment as successor Trustee, the successor Trustee succeeds to and such successor, without any further act, deed or reconveyance, shall become fully becomes vested with all of the rightsrights of the prior Trustee, powers, and the prior Trustee is discharged from its duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein. The predecessor trustee shall deliver to its successor all Owner Mortgage Loan Files and related documents and statements held by it hereunder (other than any Owner Mortgage Loan Files at the time held by a Custodian, which Custodian shall become Trustee under the agent of any successor trustee hereunder)Note Agreement Documents, and each Noteholder shall execute the Sellerdocuments that any Noteholder, the Master Servicer and the predecessor entity 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 resigning or removed Trustee, or the successor trustee all such rightsTrustee reasonably request to reflect the change. After any Trustee's resignation or removal as the Trustee under the Note Agreement Documents, powers, duties and obligations. No successor shall accept appointment as provided in this Section unless at the time of such acceptance such successor shall be eligible under the provisions of Section 8.07 Upon acceptance of appointment this section inure to its benefit as to any actions taken or not taken by a successor as provided in this Section, it while it was the Master Servicer shall mail notice of Trustee under the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Master Servicer fails to mail such notice within ten days after acceptance of the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Master ServicerNote Agreement Documents.

Successor. Any successor trustee appointed as provided in Section 8.08 shall execute, acknowledge and deliver to the Master Servicer Securities Administrator and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor, without any further act, deed or reconveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein. The predecessor trustee shall deliver to its successor all Owner Mortgage Loan Files and related documents and statements held by it hereunder (other than any Owner Mortgage Loan Files at the time held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and the SellerDepositor, the Master Servicer Securities Administrator and the predecessor entity 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. If the predecessor trustee has resigned, or has been removed for cause, all costs associated with the appointment of a successor trustee shall be paid to the Person that incurred them by the predecessor trustee. Without limiting the predecessor trustee’s obligation, if the predecessor trustee fails to pay such costs, such costs shall be reimbursed by the Trust; provided however, that if the predecessor trustee has been terminated without cause pursuant to Section 8.08, all reasonable expenses incurred in complying with this Section 8.09 shall be reimbursed by the Trust to the Person that incurred them. No successor shall accept appointment as provided in this Section unless at the time of such acceptance such successor shall be eligible under the provisions of Section 8.07 8.07. Upon acceptance of appointment by a successor as provided in this Section, the Master Servicer successor trustee shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Master Servicer fails to mail such notice within ten days after acceptance of the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Master Servicer.

Successor. Any CUSTODIAN If a successor trustee custodian for one or more Funds or Portfolios shall be appointed as provided in Section 8.08 shall executeby the applicable Board, acknowledge and the Custodian shall, upon termination with respect to the applicable Fund or Portfolio, deliver to such successor custodian at the Master Servicer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal office of the predecessor trustee Custodian, duly endorsed and in the form for transfer, all securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor custodian or Certified Resolution shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of it own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, finds and other properties held by the Custodian on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successorsuccessor custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, without such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any further actFund or Portfolio owing to the failure of the relevant Fund to procure the Certified Resolution to appoint a successor custodian, deed or reconveyancethe Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, shall become fully vested with all funds and other properties and the rights, powers, provisions of this Agreement relating to the duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein. The predecessor trustee shall deliver to its successor all Owner Mortgage Loan Files and related documents and statements held by it hereunder (other than any Owner Mortgage Loan Files at the time held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), remain in full force and the Seller, the Master Servicer and the predecessor entity 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 obligationseffect. No successor shall accept appointment as provided in this Section unless at the time of such acceptance such successor shall be eligible under the provisions of Section 8.07 Upon acceptance of appointment by a successor as provided in this Section, the Master Servicer shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Master Servicer fails to mail such notice within ten days after acceptance of the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Master ServicerSECTION 17.

Successor. Any successor trustee Custodian appointed as provided in this Section 8.08 8 shall execute, acknowledge execute and deliver to the Master Servicer Buyers, the Agent and the Seller and to its the Agent’s predecessor trustee Custodian an instrument accepting such appointment hereunderappointment, and thereupon the resignation or removal of the predecessor trustee Custodian shall become effective, effective and such successorsuccessor Custodian, without any further act, deed or reconveyanceconveyance, shall become fully vested with all the rights, powers, duties rights and obligations of its predecessor hereunderpredecessor, with like effect as if originally named as trustee herein. The predecessor trustee the Custodian and shall deliver to its assume all the duties and obligations in this Custody Agreement as Custodian (but not the duties and obligations of the Agent under the Current Repurchase Agreement unless the successor all Owner Mortgage Loan Files and related documents and statements held by it hereunder (other than any Owner Mortgage Loan Files at Custodian is also a successor Agent); provided that upon the time held by a Custodian, which Custodian shall become the agent written request of any successor trustee hereunder), and the Seller, the Master Servicer and Required Buyers or the predecessor entity successor Custodian, the Custodian ceasing to act shall execute and deliver (a) an instrument transferring to the successor Custodian all of the rights of the Custodian so ceasing to act and (b) to the successor Custodian such instruments as are necessary to transfer all Loan Papers then in the hands of the Custodian so ceasing to act to such successor Custodian (including endorsements in blank and do assignments in blank of all Mortgage Notes and Mortgages that are not already endorsed or assigned in blank). Upon the request of any such other things as may successor Custodian made from time to time, the Seller shall execute any and all papers which the successor Custodian shall reasonably be required for request or require to more fully and certainly vesting vest in and confirming in the confirm to such successor trustee Custodian all such rights, powers, duties and obligations. No successor Custodian shall accept appointment as provided in this Section unless at the time of such acceptance such successor Custodian shall be eligible under the provisions of Section 8.07 Upon acceptance of appointment by a successor as provided in this Section, the Master Servicer shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Master Servicer fails to mail such notice within ten days after acceptance of the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Master Servicer8.1.