Common use of Successor Trustee Clause in Contracts

Successor Trustee. Any successor trustee appointed as provided in Section 10.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor trustee 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 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 and obligations. No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the rating of the Class A or Class M Certificates. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates 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 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 10.07 8.07 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer 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 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 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to 8.06 hereof, its appointment shall not adversely affect the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the then current rating of the Class A or Class M CertificatesCertificates 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 SectionSection 8.08, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register, to the Servicer, any Sub-Servicer and to each Rating AgencyCertificates. 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 10.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor trustee 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 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 and obligations. No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the rating of the Class A or Class M Certificates. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor 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, 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 10.07 8.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor trustee 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 the its successor trustee all Mortgage Files and related documents and statements 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, the Servicer 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 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to 8.06 and the appointment of any such successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction downgrading of the rating any Class of the Class A or Class M CertificatesCertificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates 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 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 successor trustee appointed as provided in Section 10.07 8.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, 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 Trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements 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, the Servicer 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 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to 8.06 and the appointment of any such successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction downgrading of the rating any Class of the Class A or Class M CertificatesCertificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates 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 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 10.07 9.07 shall execute, acknowledge and deliver to the Depositor and to its the predecessor trustee an instrument accepting such appointment hereunder, under the Trust Agreement and thereupon the resignation or removal of the predecessor trustee shall become effective, 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 hereunderthereunder, with the like effect as if originally named as trustee hereintherein. The predecessor trustee shall deliver to the successor trustee trustee, all Trustee Mortgage Loan Files and related documents and statements held by it hereunder, under the Trust Agreement and the Depositor, the Servicer 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 and obligations. No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the rating of the Class A or Class M Certificates9.06 hereof. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the succession of such trustee hereunder under the Trust Agreement to all Holders of Certificates 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 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 10.07 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, the NIMS Insurer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, 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 predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements 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, the Servicer 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 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to 8.06 and the appointment of any such successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction downgrading of the rating any Class of the Class A or Class M CertificatesCertificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates 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 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 10.07 8.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor trustee 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 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, the Servicer 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 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to 8.06 and the appointment of any such successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction downgrading of the rating any Class of the Class A or Class M CertificatesCertificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates 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 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 10.07 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, the NIMS Insurer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, 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 predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements 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, the Servicer 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 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to 8.06 and the appointment of any such successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction downgrading of the rating any Class of the Class A or Class M CertificatesCertificates by each Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates 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 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 10.07 8.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, 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 predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements 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, the Servicer 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 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to 8.06 and the appointment of any such successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction downgrading of the rating any Class of the Class A or Class M CertificatesCertificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates 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 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 10.07 8.07 shall execute, acknowledge and deliver to the Depositor and to its the predecessor trustee an instrument accepting such appointment hereunder, under the Trust Agreement and thereupon the resignation or removal of the predecessor trustee shall become effective, 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 hereunderthereunder, with the like effect as if originally named as trustee hereintherein. The predecessor trustee shall deliver to the successor trustee trustee, all Trustee Mortgage Loan Files and related documents and statements held by it hereunder, under the Trust Agreement and the Depositor, the Servicer 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 and obligations. No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the rating of the Class A or Class M Certificates8.06 hereof. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the succession of such trustee hereunder under the Trust Agreement to all Holders of Certificates 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 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 10.07 8.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee trustee, the Servicers and the Seller 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 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 Servicers, the Seller 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 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to 8.06 and its appointment shall not adversely affect the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the then current rating of the Class A or Class M Certificates. Upon acceptance of appointment by a successor trustee as provided in this SectionSection 8.08, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in and the Certificate Register, to the Servicer, any Sub-Servicer and to each Rating AgencySwap Counterparty. 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 10.07 8.07 hereof shall execute, acknowledge and deliver to the Depositor and to Depositor, its predecessor trustee and the Master Servicer 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 predecessor In addition, if the Swap Contract is still outstanding, the Person appointed as successor trustee shall execute, acknowledge and deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunderpredecessor trustee, CHL and the Depositor, Master Servicer an instrument accepting the Servicer and appointment as successor Swap Contract Administrator under 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 obligationsSwap Contract Administration Agreement. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior 8.06 hereof, is reasonably acceptable to the NIM Insurer, its appointment shall not adversely affect the then-current ratings of any successor trustee becoming effective, the Certificates and has provided to the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result 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 reduction of the rating of the Class A or Class M Certificatesreplacement Trustee. Upon acceptance of appointment by a successor trustee as provided in this SectionSection 8.08, the Depositor shall mail notice of the succession of such trustee hereunder to the NIM Insurer and all Holders of Certificates at their addresses as shown in the Certificate Register, to the Servicer, any Sub-Servicer and to each Rating AgencyCertificates. 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 10.07 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, the NIMS Insurer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor trustee 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, the Servicer 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 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to 8.06 and the appointment of any such successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction downgrading of the rating any Class of the Class A or Class M CertificatesCertificates by any Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee trustee, as provided in this Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates 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 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 10.07 8.07 hereof shall execute, acknowledge and deliver to Saxon, the Depositor Master Servicer and to its the predecessor trustee an instrument accepting such appointment hereunderunder the Trust Agreement, 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 hereunderthereunder, with the like effect as if originally named as trustee hereintherein. The predecessor trustee shall deliver deliver, or cause to be delivered, to the successor trustee all Trustee Mortgage Loan Files and related documents and statements held by it hereunderunder the Trust Agreement, and the DepositorSaxon, 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. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the rating of the Class A or Class M Certificates8.06 hereof. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor Saxon shall mail notice of the succession of such trustee hereunder under the Trust Agreement to all Holders of Certificates Certificateholders at their addresses as shown in the Certificate Register, to the Servicer, any Sub-Servicer and to each Rating Agency. If the Depositor Saxon 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 DepositorSaxon.

Successor Trustee. Any successor trustee appointed as provided in Section 10.07 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, the NIMS Insurer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor trustee 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 (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, the Servicer 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 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to 8.06 and the appointment of any such successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction downgrading of the rating any Class of the Class A or Class M CertificatesCertificates by any Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee trustee, as provided in this Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates 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 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 10.07 8.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer 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 hereinin this Agreement. The 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 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to 8.06 and its appointment shall not adversely affect the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the then current rating of the Class A or Class M CertificatesCertificates and 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 SectionSection 8.08, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register, to the Servicer, any Sub-Servicer and to each Rating AgencyCertificates. 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 10.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor trustee 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 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 and obligations. No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the rating of the Class A or Class M Certificates. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register, to the Servicer, any Sub-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 appointed as provided in Section 10.07 9.07 shall execute, acknowledge and deliver to the Depositor and to its the predecessor trustee an instrument accepting such appointment hereunder, under the Trust Agreement and thereupon the resignation or removal of the predecessor trustee shall become effective, 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 hereunderthereunder, with the like effect as if originally named as trustee hereintherein. The predecessor trustee shall deliver to the successor trustee trustee, all Trustee Mortgage Loan Files and related documents and statements held by it hereunder, under the Trust Agreement and the Depositor, the Servicer 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 and obligations. No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the rating of the Class A or Class M Certificates9.06 hereof. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the succession of such trustee hereunder under the Trust Agreement to all Holders of Certificates 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 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 10.07 shall execute, acknowledge and deliver The Trustee may resign by written notice addressed to the Depositor and to its predecessor trustee Mortgagee or be removed at any time with or without cause by an instrument accepting such appointment hereunderin writing duly executed on behalf of the Mortgagee. In case of the death, and thereupon the resignation or removal of the predecessor trustee 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 requirement, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall become effectivebe given by the Mortgagee to the 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. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and such 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 predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder, and one such appointment and designation shall not exhaust the Depositor, right to appoint and designate an additional successor but such right may be exercised repeatedly until 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 and obligations. No successor trustee shall accept appointment Secured Obligations are paid as provided in this Section unless at 12.18(a) of the time Credit Agreement. To facilitate the administration of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to the appointment of any successor trustee becoming effectiveduties hereunder, the Depositor shall have received from each Rating Agency written confirmation that Mortgagee may appoint multiple trustees to serve in such appointment would not result capacity or in a reduction of such jurisdictions as the rating of the Class A or Class M Certificates. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates 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 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 appointed as provided in Section 10.07 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, the Certificate Insurer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor trustee 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 statements, as well as all moneys, held by it hereunder, and the Depositor, the Servicer 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 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to 8.06 and the appointment of any such successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction downgrading of the rating any Class of the Class A or Class M CertificatesCertificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the succession of such trustee hereunder to the Certificate Insurer and to all Holders of Certificates 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 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 10.07 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, 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 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 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 10.06. Prior to 5.07 hereof, its appointment shall not adversely affect the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the then current rating of the Class A or Class M CertificatesCertificates 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 SectionSection 5.09, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register, to the Servicer, any Sub-Servicer and to each Rating AgencyCertificates. 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 10.07 8.07 shall execute, acknowledge and deliver to the Depositor and the Trustee, and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor trustee 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 statements, as well as all moneys, held by it hereunder, hereunder and the Depositor, the Servicer 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 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to 8.06 and the appointment of any such successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction downgrading of any Class of Certificates by the rating of Rating Agency, as evidenced by a letter from the Class A or Class M CertificatesRating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates 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 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 10.07 shall execute, acknowledge and deliver The Trustee may resign by written notice addressed to the Depositor and to its predecessor trustee Mortgagee or be removed at any time with or without cause by an instrument accepting such appointment hereunderin writing duly executed on behalf of Mortgagee. In case of the death, and thereupon the 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 become effectivebe 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 such 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 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 and obligations. No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that one such appointment would and designation shall not result in a reduction of exhaust the rating of the Class A or Class M Certificates. Upon acceptance of appointment by right to appoint and designate a successor trustee hereunder but such right may be exercised repeatedly as provided in this Section, 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 at their addresses capacity or in such jurisdictions 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 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 appointed as provided in Section 10.07 8.07 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer 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 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. 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 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to 8.06 hereof, its appointment shall not adversely affect the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the then current rating of the Class A or Class M CertificatesCertificates 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 SectionSection 8.08, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register, to the Servicer, any Sub-Servicer and to each Rating AgencyCertificates. 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 10.07 9.07 shall execute, acknowledge and deliver to the Depositor and to its the predecessor trustee 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 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 hereunder, under the Trust Agreement and the Depositor, the Servicer 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 and obligations. No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the rating of the Class A or Class M Certificates9.06 hereof. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the succession of such trustee hereunder under the Trust Agreement to all Holders of Certificates 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 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 Trustee appointed as provided in Section 10.07 9.07 shall execute, acknowledge and deliver to the Depositor Seller, the Servicer and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor 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 predecessor trustee shall deliver to Depositor, the successor trustee all Mortgage Files and related documents and statements held by it hereunder, and the DepositorSeller, 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 and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 10.069.06. Prior If a successor Trustee is to become the appointment of any Successor Servicer hereunder, it shall be an Approved Servicer. If a successor trustee becoming effectiveTrustee is not to become the Successor Servicer hereunder, the Depositor entity then acting as Successor Servicer hereunder shall have received from each Rating Agency written confirmation that continue to act in such appointment would not result in a reduction capacity until such time as an Approved Servicer has agreed to assume the role of the rating of the Class A or Class M CertificatesSuccessor Servicer hereunder. Upon acceptance of appointment by a successor trustee Trustee as provided in this SectionSection 9.08, the Depositor 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, to the Servicer, any Sub-Servicer Register and to each Rating Agency. If the Depositor Servicer fails to mail such notice within 10 thirty (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 Trustee appointed as provided in Section 10.07 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, the Servicer, the Certificate Insurer and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective, and such successor trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee hereinTrustee. The 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 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 8.08 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 10.06. Prior to 8.06 and the appointment of any such successor trustee becoming effective, the Depositor Trustee shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction downgrading of any Class of the rating of the Class A or Class M CertificatesCertificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee Trustee as provided in this SectionSection 8.08, the Depositor successor Trustee shall mail notice of the succession appointment of such trustee a successor Trustee hereunder to all Holders of Certificates and the Certificate Insurer at their addresses as shown in the Certificate Register, to the Servicer, any Sub-Servicer Register and to each Rating Agency. If Notwithstanding anything to the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trusteecontrary contained herein, so long as no Certificate Insurer Default exists, the appointment of any successor trustee shall cause such notice Trustee pursuant to any provision of this Agreement will be mailed at subject to the expense prior written consent of the DepositorCertificate Insurer.

Successor Trustee. Any successor trustee appointed as provided in Section 10.07 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, 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 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 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 10.06. Prior to 5.07 hereof and its appointment shall not adversely affect the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the then current rating of the Class A or Class M CertificatesCertificates and 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 SectionSection 5.09, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register, to the Servicer, any Sub-Servicer and to each Rating AgencyCertificates. 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 10.07 9.07 hereof shall execute, acknowledge and deliver to the Depositor Depositor, the Group I Certificate Insurer, the NIMS Insurer and to its predecessor trustee and the Master Servicer 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 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 9.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to 9.06 hereof and its appointment shall not adversely affect the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the then current rating of the Class A or Class M Certificates, as confirmed in writing by each Rating Agency. Upon acceptance of appointment by a successor trustee of appointment as provided in this SectionSection 9.08, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in and the Group I Certificate Register, to the Servicer, any Sub-Servicer and to each Rating AgencyInsurer. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trusteetrustee of appointment, 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 10.07 8.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor trustee 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 the its successor trustee all Mortgage Files and related documents and statements 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, the Servicer 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 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to 8.06 and the appointment of any such successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction downgrading of the rating any Class of the Class A or Class M CertificatesCertificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the succession of such trustee hereunder to FSA and all Holders of Certificates 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 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 successor trustee appointed as provided in Section 10.07 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, the NIMS Insurer, the Certificate Insurer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, 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 predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements 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, the Servicer 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 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to 8.06 and the appointment of any such successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction downgrading of any Class of Certificates (without regard to the rating of the Class A or Class M CertificatesPolicy) by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the succession of such trustee hereunder to the Certificate Insurer and all Holders of Certificates 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 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 10.07 8.8 shall execute, acknowledge and deliver to the Depositor Servicer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor trustee 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 or cause to be delivered to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by the Custodian, if it shall agree to become the agent of any successor trustee 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 and obligations. No successor trustee shall accept appointment as provided in this Section 8.9 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the rating of the Class A or Class M Certificates8.7. Upon acceptance of appointment by a successor trustee as provided in this SectionSection 8.9, the Depositor Servicer shall mail notice of the succession of such trustee hereunder to all Holders holders of Certificates at their addresses as shown in the Certificate Register, Register and to the Servicer, any Sub-Servicer and to each Rating Agency. 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 DepositorServicer.

Successor Trustee. Any successor trustee appointed as provided in Section 10.07 8.07 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer 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 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. In addition, if any 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 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to 8.06 hereof and its appointment shall not adversely affect the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the then current rating of the Class A or Class M Certificates. Upon acceptance of appointment by a successor trustee as provided in this SectionSection 8.08, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register, to the Servicer, any Sub-Servicer and to each Rating AgencyCertificates. 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 10.07 8.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer 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 hereinin this Agreement. The 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 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior 8.06 hereof, is reasonably acceptable to the NIM Insurer, its appointment shall not adversely affect the then -current ratings of any successor trustee becoming effective, the Certificates and has provided to the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result 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 reduction of the rating of the Class A or Class M Certificatesreplacement Trustee. Upon acceptance of appointment by a successor trustee as provided in this SectionSection 8.08, the Depositor shall mail notice of the succession of such trustee hereunder to the NIM Insurer and all Holders of Certificates at their addresses as shown in the Certificate Register, to the Servicer, any Sub-Servicer and to each Rating AgencyCertificates. 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 10.07 10.2 shall execute, acknowledge and deliver to the Depositor Depositor, the Administrator and to its predecessor trustee Trustee an instrument accepting such appointment hereunderunder this Agreement, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor trustee 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 predecessor trustee Trustee shall upon payment of its fees and expenses deliver to the successor trustee Trustee all Mortgage Files and related documents and statements and monies held by it hereunder, under this Agreement; and the Depositor, the Servicer 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 and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 10.3 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of pursuant to Section 10.06. Prior to the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the rating of the Class A or Class M Certificates10.1. Upon acceptance of appointment by a successor trustee as provided in Trustee pursuant to this SectionSection 10.3, the Depositor shall mail (or shall cause to be mailed) notice of the succession successor of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register, Trustee to the ServicerCertificateholders, any Sub-Servicer Indenture Trustee, the Noteholders and to each of the Rating AgencyAgencies. If the Depositor fails 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 Depositor. Any successor Delaware Trustee appointed pursuant to this Section 10.3 shall promptly file an amendment to the Certificate of Trust with the Delaware Secretary of State identifying the name and principal place of business of such successor Delaware Trustee in the State of Delaware.

Successor Trustee. Any successor trustee Trustee and any successor Fiscal Agent appointed as provided in Section 10.07 8.7 shall execute, acknowledge and deliver to the Depositor and to its the predecessor trustee an instrument Trustee and predecessor Fiscal Agent, as the case may be, instruments accepting such their appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, Trustee and such successor trustee predecessor Fiscal Agent shall become effective and such successor trusteeTrustee and successor Fiscal Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee Trustee herein, provided that each Rating Agency shall have confirmed in writing that the appointment of such successor Trustee and successor Fiscal Agent shall not result, in and of itself, in a downgrading, withdrawal or qualification of the rating then assigned by such Rating Agency to any Class of the Certificates. The predecessor trustee Trustee shall deliver to the successor trustee Trustee all Mortgage Files and related documents and statements held by it hereunder, and the Depositor, the Servicer predecessor Trustee and the predecessor trustee Fiscal Agent 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 and successor Fiscal Agent all such rights, powers, duties and obligations. No successor trustee Trustee or successor Fiscal Agent shall accept appointment as provided in this Section 8.8 unless at the time of such 144 acceptance such successor trustee Trustee or successor Fiscal Agent shall be eligible under the provisions of Section 10.06. Prior to the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the rating of the Class A or Class M Certificates8.6. Upon acceptance of appointment by a successor trustee Trustee or successor Fiscal Agent as provided in this SectionSection 8.8, the Depositor successor Trustee shall mail notice of the succession of such trustee Trustee and Fiscal Agent hereunder to all Holders of Certificates 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 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 10.07 8.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor trustee 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 statements, as well as all moneys, held by it hereunder, and the Depositor, the Servicer 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 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to 8.06 and the appointment of any such successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction downgrading of the rating any Class of the Class A or Class M CertificatesCertificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates 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 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 10.07 9.07 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor 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 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 Depositor, upon receipt of all Mortgage Files and related documents and statements held by amounts due 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 9.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to 9.06 hereof and its acceptance shall not adversely affect the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the then current rating of the Class A or Class M Certificates. Upon acceptance of appointment by a successor trustee as provided in this SectionSection 9.08, the Depositor shall mail notice of the succession of such trustee hereunder to the Certificate Insurer and to all Holders of Certificates 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 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 10.07 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor 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 Trustee shall deliver to the successor trustee Trustee all Mortgage Files and related documents and statements 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, the Servicer 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 and obligations. No successor trustee Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 10.06. Prior to 8.06 and the appointment of any such successor trustee becoming effective, the Depositor Trustee shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction downgrading of the rating ratings of any of the Other NIM Notes or of any Class A of Certificates or Class M Certificatesof the shadow ratings of the Insured NIM Notes (without giving effect to any insurance policy issued by the NIMS Insurer) by any Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee Xxxxxxx as provided in this Section, the Depositor 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, to the Servicer, 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 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 10.07 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor 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 Trustee shall deliver to the successor trustee Trustee all Mortgage Files and related documents and statements 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, the Servicer 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 and obligations. No successor trustee Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 10.06. Prior to 8.06 and the appointment of any such successor trustee becoming effective, the Depositor Trustee shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction downgrading of the rating ratings of any of the Other NIM Notes or of any Class A of Certificates or Class M Certificatesof the shadow ratings of the Insured NIM Notes (without giving effect to any insurance policy issued by the NIMS Insurer) by any Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee Trustee as provided in this Section, the Depositor 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, to the Servicer, 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 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 10.07 8.07 hereof shall execute, acknowledge and deliver to the Depositor Depositor, the Master Servicer and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, under the Pooling and Servicing Agreement and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor 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 Trustee shall deliver to the successor trustee Trustee all Mortgage Files related Asset Documents and related documents and statements held by it hereunder, under the Pooling and Servicing Agreement and the Depositor, the Master Servicer and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as reasonably 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 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 10.06. Prior to the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the rating of the Class A or Class M Certificates8.06 hereof. Upon acceptance of appointment by a successor trustee Trustee as provided in this Section, the Depositor shall mail notice of the succession of such trustee hereunder Trustee under the Pooling and Servicing Agreement to all Holders of the Certificates 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 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 10.07 9.2 shall execute, acknowledge and deliver to the Depositor Administrator and to its predecessor trustee Trustee an instrument accepting such appointment hereunderunder this Agreement, and thereupon the resignation or removal of the its predecessor trustee shall become effective, and such successor 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 predecessor trustee shall deliver to the successor trustee Trustee all Mortgage Files and related documents and statements and moneys held by it hereunder, under this Agreement promptly upon such predecessor's receipt of all fees and other amounts owing to it; and the Depositor, the Servicer 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 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of pursuant to Section 10.06. Prior to the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the rating of the Class A or Class M Certificates9.1. Upon acceptance of appointment by a successor trustee as provided in Trustee pursuant to this SectionSection 9.3, the Depositor Administrator shall mail notice of the succession of such trustee hereunder thereof to all Holders of Certificates at their addresses as shown in Noteholders, Subordinated Certificateholders, the Certificate Register, to Note Insurer and the Servicer, any Sub-Servicer and to each Rating AgencyAgencies. 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 appointed as provided in Section 10.07 8.08 shall be reasonably acceptable to the NIM Insurer and shall execute, acknowledge and deliver to the Depositor and to its predecessor 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 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 held by it hereunder, and the Depositor, the Servicer 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 8.09 unless at the time of such acceptance such its acceptance, the successor trustee shall be is eligible under Section 8.07 and its appointment does not adversely affect the provisions of Section 10.06. Prior to the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the then current rating of the Class A or Class M CertificatesCertificates and 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 SectionSection 8.09, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in Certificates, the Certificate Register, to NIM Insurer and the Servicer, any Sub-Servicer and to each Rating AgencyCustodians. 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 Trustee appointed as ----------------- provided in Section 10.07 11.08 shall execute, acknowledge and deliver to the Depositor Servicer, the Originator and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor 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 predecessor trustee Trustee shall deliver or cause to be delivered to the successor trustee all Mortgage 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 DepositorCustodian shall amend such custodial agreement to make the successor Trustee the successor to the predecessor Trustee thereunder; and the Servicer, the Servicer 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 and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 11.09 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 10.06. Prior to the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the rating of the Class A or Class M Certificates11.07. Upon acceptance of appointment by a successor trustee Xxxxxxx as provided in this SectionSection 11.09, the Depositor Servicer shall mail cause notice of the succession of such trustee Trustee hereunder to all Holders of Certificates be mailed to the Rating Agencies and to each Certificateholder and the Class C Certificateholder at their addresses as shown in the Certificate Register, to the Servicer, any Sub-Servicer and to each Rating Agency. 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 10.07 9.07 shall execute, acknowledge and deliver to the Depositor Seller, the Servicer and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor 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 predecessor trustee shall deliver to Depositor, the successor trustee all Mortgage Files and related documents and statements held by it hereunder, and the DepositorSeller, 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 and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 10.069.06. Prior If a successor Trustee is to become the appointment of any Successor Servicer hereunder, it shall be an Approved Servicer. If a successor trustee becoming effectiveTrustee is not to become the Successor Servicer hereunder, the Depositor entity then acting as Successor Servicer hereunder shall have received from each Rating Agency written confirmation that continue to act in such appointment would not result in a reduction capacity until such time as an Approved Servicer has agreed to assume the role of the rating of the Class A or Class M CertificatesSuccessor Servicer hereunder. Upon acceptance of appointment by a successor trustee Trustee as provided in this SectionSection 9.08, the Depositor 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, to the Servicer, any Sub-Servicer Certificate Insurer and to each Rating Agency. If the Depositor Servicer fails to mail such notice within 10 thirty (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 10.07 8.08 shall be reasonable to the NIM Insurer and shall execute, acknowledge and deliver to the Depositor and to its predecessor 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 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 held by it hereunder, and the Depositor, the Servicer 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 8.09 unless at the time of such acceptance such its acceptance, the successor trustee shall be is eligible under Section 8.07 and its appointment does not adversely affect the provisions of Section 10.06. Prior to the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the then current rating of the Class A or Class M CertificatesCertificates and 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 SectionSection 8.09, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in Certificates, the Certificate Register, to NIM Insurer and the Servicer, any Sub-Servicer and to each Rating AgencyCustodians. 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 Trustee appointed as provided in Section 10.07 9.07 shall execute, acknowledge and deliver to the Depositor Seller, the Servicer and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor 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 predecessor trustee shall deliver to Depositor, the successor trustee all Mortgage Files and related documents and statements held by it hereunder, and the DepositorSeller, 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 and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 10.069.06. Prior If a successor Trustee is to become the appointment of any Successor Servicer hereunder, it shall be an Approved Servicer. If a successor trustee becoming effectiveTrustee is not to become the Successor Servicer hereunder, the Depositor entity then acting as Successor Servicer hereunder shall have received from each Rating Agency written confirmation that continue to act in such appointment would not result in a reduction capacity until such time as an Approved Servicer has agreed to assume the role of the rating of the Class A or Class M CertificatesSuccessor Servicer hereunder. Upon acceptance of appointment by a successor trustee Trustee as provided in this SectionSection 9.08, the Depositor 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, to the Servicer, any Sub-Servicer Register and to each Rating Agency. If the Depositor Servicer fails to mail such notice within 10 thirty (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 10.07 8.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer 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 hereinin this Agreement. The 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. 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 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior 8.06 hereof, is reasonably acceptable to the NIM Insurer, its appointment shall not adversely affect the then-current ratings of any successor trustee becoming effective, the Certificates and has provided to the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result 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 reduction of the rating of the Class A or Class M Certificatesreplacement Trustee. Upon acceptance of appointment by a successor trustee as provided in this SectionSection 8.08, the Depositor shall mail notice of the succession of such trustee hereunder to the NIM Insurer and all Holders of Certificates at their addresses as shown in the Certificate Register, to the Servicer, any Sub-Servicer and to each Rating AgencyCertificates. 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 10.07 8.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Servicer 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 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 unless 8.08 unless, at the time of such acceptance such its acceptance, the successor trustee shall be is eligible under Section 8.06 and its appointment does not adversely affect the provisions of Section 10.06. Prior to the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the then current rating of the Class A or Class M CertificatesCertificates and has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by 91 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 SectionSection 8.08, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register, to the Servicer, any Sub-Servicer and to each Rating AgencyCertificates. 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 10.07 9.07 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor 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 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 Depositor, upon receipt of all Mortgage Files and related documents and statements held by amounts due 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 9.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to 9.06 hereof and its acceptance shall not adversely affect the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the then current rating of the Class A or Class M Certificates. Upon acceptance of appointment by a successor trustee as provided in this SectionSection 9.08, the Depositor shall mail notice of the succession of such trustee hereunder hereunder, to the Certificate Insurer and to all Holders of Certificates 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 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 10.07 7.8(a) shall execute, acknowledge and deliver to the Depositor Company and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective, and such successor trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee Trustee herein. The predecessor trustee shall deliver ; nevertheless, on the written request of the Company or of the successor Trustee, the Trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the successor trustee all Mortgage Files and related documents and statements held by it hereunderprovisions of Section 7.7, and the Depositor, the Servicer and the predecessor trustee shall execute and deliver an instrument transferring to such successor Trustee all the rights and powers of the Trustee. Upon request of any such successor Trustee, the Company shall execute any and all instruments and do such other things as may reasonably be required in writing for more fully and certainly vesting in and confirming in the to such successor trustee Trustee all such rightsrights and powers. Any Trustee ceasing to act shall, powersnevertheless, duties retain a lien upon all property or funds held or collected by such Trustee, to secure any amounts and obligationsshall be entitled to any indemnities then due it pursuant to the provisions of Section 7.7. No successor trustee Trustee shall accept appointment as provided in this Section 7.8(b) unless at the time of such acceptance such successor trustee Trustee shall be qualified under the provisions of Section 7.13 and eligible under the provisions of Section 10.06. Prior to the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the rating of the Class A or Class M Certificates7.10. Upon acceptance of appointment by a successor trustee Trustee as provided in this SectionSection 7.8(b), the Depositor Company shall mail notice of the succession of such trustee Trustee hereunder to all the Holders of Certificates Notes at their addresses as shown in they shall appear on the Certificate Register, to the Servicer, any Sub-Servicer and to each Rating Agency. If the Depositor Company 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 DepositorCompany.

Successor Trustee. Any successor trustee Trustee appointed as provided in Section 10.07 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, the Master Servicer, the Certificate Insurer and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective, and such successor trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee hereinTrustee. The 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 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 8.08 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 10.06. Prior to 8.06 and the appointment of any such successor trustee becoming effective, the Depositor Trustee shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction downgrading of any Class of the rating of the Class A or Class M CertificatesCertificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee Trustee as provided in this SectionSection 8.08, the Depositor successor Trustee shall mail notice of the succession appointment of such trustee a successor Trustee hereunder to all Holders of Certificates and the Certificate Insurer at their addresses as shown in the Certificate Register, to the Servicer, any Sub-Servicer Register and to each Rating Agency. If Notwithstanding anything to the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trusteecontrary contained herein, so long as no Certificate Insurer Default exists, the appointment of any successor trustee shall cause such notice Trustee pursuant to any provision of this Agreement will be mailed at subject to the expense prior written consent of the DepositorCertificate Insurer.

Successor Trustee. Any successor trustee Trustee appointed as provided in Section 10.07 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, the NIMS Insurer, the Rating Agencies, the Servicer and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective, and such successor trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee hereinTrustee. The 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 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 8.08 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 10.06. Prior to 8.06 and the appointment of any such successor trustee becoming effective, the Depositor Trustee shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction downgrading of the rating of the Class A or Class M CertificatesRegular Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee Trustee as provided in this SectionSection 8.08, the Depositor successor Trustee shall mail notice of the succession appointment of such trustee a successor Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register, to the Servicer, any Sub-Servicer Register and to each Rating Agency. If The predecessor Trustee and successor Trustee shall notify the Depositor fails of any such appointment at least two Business Days prior to mail such notice within 10 days after acceptance of appointment the effective date thereof and shall provide the Depositor with all information required by the successor trustee, Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K not later than the successor trustee shall cause effective date of such notice to be mailed at the expense of the Depositorappointment.

Successor Trustee. If the Trustee resigns pursuant to Section 9.07, the Depositor, with the consent of the Servicer, shall appoint a successor trustee that satisfies the requirements of Section 9.06. Any successor trustee appointed as provided in Section 10.07 9.07 hereof shall execute, acknowledge and deliver to the Depositor and the Servicer and to its predecessor 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 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 held by it hereunder, and the Depositor, the Servicer 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 9.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to 9.06 hereof and shall not adversely affect the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the then current rating of the Class A or Class M Certificates. Upon acceptance of appointment by a successor trustee as provided in this SectionSection 9.08, the Depositor 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, to the Servicer, any Sub-Servicer and to each Rating Agency. 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 Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 10.07 8.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer 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 hereinin this Agreement. The 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. 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 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to 8.06 and its appointment shall not adversely affect the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the then current rating of the Class A or Class M Certificates. Upon acceptance of appointment by a successor trustee as provided in this SectionSection 8.08, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register, to the Servicer, any Sub-Servicer and to each Rating AgencyCertificates. 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 10.07 8.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor trustee 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 the its successor trustee all Mortgage Files and related documents and statements 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, the Servicer 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 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to 8.06 and the appointment of any such successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction downgrading of the rating any Class of the Class A or Class M CertificatesCertificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the succession of such trustee hereunder to CIFG and all Holders of Certificates 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 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 successor trustee Trustee appointed as provided in Section 10.07 8.07 shall execute, acknowledge and deliver to the Depositor NIMS Insurer, the Depositor, the Servicer, the Swap Provider and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective, and such successor trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee hereinTrustee. The 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 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 8.08 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 10.06. Prior to 8.06 and the appointment of any such successor trustee becoming effective, the Depositor Trustee shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction downgrading of the rating of the Class A or Class M CertificatesRegular Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee Trustee as provided in this SectionSection 8.08, the Depositor successor Trustee shall mail notice of the succession appointment of such trustee a successor Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register, to the Servicer, any Sub-Servicer Register 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 Any Person appointed as successor trustee pursuant to this Agreement shall cause such notice also be required to be mailed at serve as successor supplemental interest trust trustee under the expense of Interest Rate Swap Agreement and as successor cap trustee under the DepositorInterest Rate Cap Agreement.

Successor Trustee. Any successor trustee appointed as provided in Section 10.07 8.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Servicer 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 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 unless 8.08 unless, at the time of such acceptance such its acceptance, the successor trustee shall be is eligible under Section 8.06 and its appointment does not 104 adversely affect the provisions of Section 10.06. Prior to the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the then current rating of the Class A or Class M CertificatesCertificates and 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 SectionSection 8.08, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register, to the Servicer, any Sub-Servicer and to each Rating AgencyCertificates. 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. (a) Any successor trustee appointed as provided in Section 10.07 8.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, effective and the acceptance of such successor trustee shall become effective 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 herein. The predecessor trustee shall upon payment of any unpaid Trustee Fees deliver to the successor trustee all Mortgage Files Files, related documents, statements and related documents and statements funds held by it hereunder, including, without limitation, the monies held in the Distribution Accounts and the Depositor, FHA Premium Accounts and the Servicer 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 to vest and confirming confirm in the successor trustee all such rights, powers, duties and obligations, provided, however, that the Trust shall remain liable to the predecessor trustee for any unpaid outstanding fees and expenses of such predecessor trustee. 104 110 (b) No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.068.06. Prior to the In addition, no appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the rating of the Class A or Class M Certificates. Upon acceptance of appointment by a successor trustee shall be effective until such entity holds a contract of insurance that covers the Loans or First Trust of New York, National Association, as provided in Contract of Insurance Holder is appointed co-trustee under this Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register, to the Servicer, any Sub-Servicer Pooling 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 DepositorServicing Agreement.

Successor Trustee. Any successor trustee appointed as provided in Section 10.07 8.07 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer 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 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. 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 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to 8.06 hereof and its appointment shall not adversely affect the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the then current rating of the Class A or Class M Certificates. Upon acceptance of appointment by a successor trustee as provided in this SectionSection 8.08, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register, to the Servicer, any Sub-Servicer and to each Rating AgencyCertificates. 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 10.07 10.2 shall execute, acknowledge and deliver to the Depositor Seller, the Administrator and to its predecessor trustee Trustee an instrument accepting such appointment hereunderunder this Agreement, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor trustee 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 predecessor trustee Trustee shall upon payment of its fees and expenses deliver to the successor trustee Trustee all Mortgage Files and related documents and statements and monies held by it hereunder, under this Agreement; and the Depositor, the Servicer 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 and obligations. No successor trustee Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of pursuant to Section 10.06. Prior to the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the rating of the Class A or Class M Certificates10.1. Upon acceptance of appointment by a successor trustee as provided in Trustee pursuant to this Section, the Depositor Seller shall mail (or shall cause to be mailed) notice of the succession successor of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register, Trustee to the ServicerCertificateholder, any Sub-Servicer Indenture Trustee, the Noteholders and to each of the Rating AgencyAgencies. 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 10.07 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, the NIMS Insurer, 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, 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 predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements 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, the Servicer 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 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to 8.06 and the appointment of any such successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction downgrading of the rating any Class of the Class A or Class M CertificatesCertificates by each Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates 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 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 10.07 8.07 shall execute, acknowledge and deliver to the Depositor 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 prede cessor 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 after payment of its outstanding fees and expenses, promptly deliver to the successor trustee all Mortgage Files assets and related documents and statements records of the Trust Fund held by it hereunder, and the Depositor, the Master Servicer and the predecessor trustee shall execute and deliver all 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 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the rating of the Class A or Class M Certificates8.06. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor 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, to the Servicer, any Sub-Servicer and to each Rating Agency. If the Depositor Master 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 DepositorMaster Servicer.

Successor Trustee. Any successor trustee appointed as provided in Section 10.07 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, the Certificate Insurer, the NIMS Insurer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, 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 predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements 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, the Servicer 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 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to 8.06 and the appointment of any such successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction downgrading of any Class of Certificates (without regard to the rating of the Class A or Class M CertificatesPolicy) by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the succession of such trustee hereunder to the Certificate Insurer and all Holders of Certificates 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 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 10.07 8.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor trustee 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 the its successor trustee all Mortgage Files and related documents and statements 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, the Servicer 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 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to 8.06 and the appointment of any such successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction downgrading of the rating any Class of the Class A or Class M CertificatesCertificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates 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 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 successor trustee appointed as provided in Section 10.07 8.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer 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 hereinin this Agreement. The 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 104 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 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior 8.06 hereof, is reasonably acceptable to the NIM Insurer, its appointment shall not adversely affect the then -current ratings of any successor trustee becoming effective, the Certificates and has provided to the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result 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 reduction of the rating of the Class A or Class M Certificatesreplacement Trustee. Upon acceptance of appointment by a successor trustee as provided in this SectionSection 8.08, the Depositor shall mail notice of the succession of such trustee hereunder to the NIM Insurer and all Holders of Certificates at their addresses as shown in the Certificate Register, to the Servicer, any Sub-Servicer and to each Rating AgencyCertificates. 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 10.07 10.2 shall execute, acknowledge and deliver to the Depositor Seller, the Administrator and to its predecessor trustee Trustee an instrument accepting such appointment hereunderunder this Agreement, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor trustee 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 predecessor trustee Trustee shall upon payment of its fees and expenses deliver to the successor trustee Trustee all Mortgage Files and related documents and statements and monies held by it hereunder, under this Agreement; and the Depositor, the Servicer 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 and obligations. No successor trustee Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of pursuant to Section 10.06. Prior to the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the rating of the Class A or Class M Certificates10.1. Upon acceptance of appointment by a successor trustee as provided in Trustee pursuant to this Section, the Depositor Seller shall mail (or shall cause to be mailed) notice of the succession successor of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register, Trustee to the ServicerCertificateholder, any Sub-Servicer Indenture Trustee, the Noteholders and to each of the Rating AgencyAgencies. 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 10.07 8.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer 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 hereinin this Agreement. The 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. 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 and as successor Swap Trustee. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior 8.06 hereof, is reasonably acceptable to the NIM Insurer, its appointment shall not adversely affect the then-current ratings of any successor trustee becoming effective, the Certificates and has provided to the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result 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 reduction of the rating of the Class A or Class M Certificatesreplacement Trustee. Upon acceptance of appointment by a successor trustee as provided in this SectionSection 8.08, the Depositor shall mail notice of the succession of such trustee hereunder to the NIM Insurer and all Holders of Certificates at their addresses as shown in the Certificate Register, to the Servicer, any Sub-Servicer and to each Rating AgencyCertificates. 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 10.07 9.7 also shall be appointed as successor Reserve Account Trustee and shall execute, acknowledge and deliver to the Depositor Depositor, the Certificate Insurer, the Seller, the Servicer and to its predecessor trustee an instrument accepting such appointment appointments 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 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 and obligations. No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the rating of the Class A or Class M Certificates9.6. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor 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, Register and to the Servicer, any Sub-Servicer and to each Rating AgencyAgencies. If the Depositor Servicer 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 DepositorServicer.

Successor Trustee. Any successor trustee appointed as provided in Section 10.07 8.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer 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 hereinin this Agreement. The 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. 106 No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior 8.06 hereof, is reasonably acceptable to the NIM Insurer, its appointment shall not adversely affect the then -current ratings of any successor trustee becoming effective, the Certificates (determined without regard to the Policy) and has provided to the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result 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 reduction of the rating of the Class A or Class M Certificatesreplacement Trustee. Upon acceptance of appointment by a successor trustee as provided in this SectionSection 8.08, the Depositor shall mail notice of the succession of such trustee hereunder to the NIM Insurer and all Holders of Certificates at their addresses as shown in the Certificate Register, to the Servicer, any Sub-Servicer and to each Rating AgencyCertificates. 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 10.07 8.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee trustee, the Servicers, the Master Servicer and the Seller 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 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 Servicers, the Master Servicer, the Seller 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 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to 8.06 and its appointment shall not adversely affect the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the then current rating of the Class A or Class M Certificates. Upon acceptance of appointment by a successor trustee as provided in this SectionSection 8.08, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in and the Certificate Register, to the Servicer, any Sub-Servicer and to each Rating AgencySwap Counterparty. 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 10.07 8.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer 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 hereinin this Agreement. The 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. 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 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior 8.06 hereof, is reasonably acceptable to the NIM Insurer, its appointment shall not adversely affect the then-current ratings of any successor trustee becoming effective, the Certificates and has provided to the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result 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 reduction of the rating of the Class A or Class M Certificatesreplacement Trustee. Upon acceptance of appointment by a successor trustee as provided in this SectionSection 8.08, the Depositor shall mail notice of the succession of such trustee hereunder to the NIM Insurer and all Holders of Certificates at their addresses as shown in the Certificate Register, to the Servicer, any Sub-Servicer and to each Rating AgencyCertificates. 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 10.07 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor 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 Trustee shall deliver to the successor trustee Trustee all Mortgage Files and related documents and statements 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, the Servicer 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 and obligations. No successor trustee Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 10.06. Prior to 8.06 and the appointment of any such successor trustee becoming effective, the Depositor Trustee shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction downgrading of any of the rating NIM Notes or any Class of the Class A or Class M CertificatesCertificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee Trustee as provided in this Section, the Depositor 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, to the Servicer, 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 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 10.07 8.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer an instrument 118 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 hereinin this Agreement. The 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. 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 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior 8.06 hereof, is reasonably acceptable to the NIM Insurer, its appointment shall not adversely affect the then-current ratings of any successor trustee becoming effective, the Certificates and has provided to the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result 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 reduction of the rating of the Class A or Class M Certificatesreplacement Trustee. Upon acceptance of appointment by a successor trustee as provided in this SectionSection 8.08, the Depositor shall mail notice of the succession of such trustee hereunder to the NIM Insurer and all Holders of Certificates at their addresses as shown in the Certificate Register, to the Servicer, any Sub-Servicer and to each Rating AgencyCertificates. 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 10.07 11.07 shall execute, acknowledge and deliver to the Depositor Servicer, the Originator and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor 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 predecessor trustee Trustee shall deliver or cause to be delivered to the successor trustee all Mortgage 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 Depositorcustodian shall amend such custodial agreement to make the successor Trustee the successor to the predecessor Trustee thereunder; and the Servicer, the Servicer 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 and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 11.08 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 10.06. Prior to the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the rating of the Class A or Class M Certificates11.06. Upon acceptance of appointment by a successor trustee Xxxxxxx as provided in this SectionSection 11.08, the Depositor Servicer shall mail cause notice of the succession of such trustee Trustee hereunder to all Holders of Certificates be mailed to each Certificateholder at their addresses as shown in the Certificate Register, to the Servicer, any Sub-Servicer and to each Rating Agency. 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 The Trustee may resign or the Grantor may replace the Trustee, but such resignation or replacement shall not be effective until the Grantor has appointed a successor Trustee and this successor accepts the appointment. The successor trustee appointed shall have the same powers and duties as those conferred upon the Trustee hereunder. Upon the successor trustee's acceptance of the appointment, the Trustee shall assign, transfer, and pay over to the successor trustee the funds and properties then constituting the Fund. If for any reason the Grantor cannot or does not act in the event of the resignation of the Trustee, the Trustee may apply to a court of competent jurisdiction for the appointment of a successor trustee or for instructions. The successor trustee shall specify the date on which it assumes administration of the trust in a writing sent to the Grantor, FDEP Secretary, or designee, and the present Trustee by certified mail 10 days before such change becomes effective. Any expenses incurred by the Trustee as a result of any of the acts contemplated by this Section shall be paid as provided in Section 10.07 shall execute, acknowledge and deliver 9. Section 14. Instructions to the Depositor and to its predecessor trustee an instrument accepting such appointment hereunderTrustee.* All orders, requests, and thereupon instructions by the resignation Grantor to the Trustee shall be in writing, signed by such persons as are designated in the attached Exhibit A or removal of such other designees as the predecessor trustee Grantor may designate by amendment to Exhibit A. The Trustee shall become effectivebe fully protected in acting without inquiry in accordance with the Grantor's orders, requests, and such successor trustee shall become effective instructions. All orders, requests, and such successor trusteeinstructions by the FDEP Secretary, without any further actor designee, 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 held Trustee shall be in writing, signed by it hereunderthe FDEP Secretary, or the designee, and the DepositorTrustee shall act and shall be fully protected in acting in accordance with such orders, requests, and instructions. The Trustee shall have the right to assume, in the absence of written notice to the contrary, that no event constituting a change or a termination of the authority of any person to act on behalf of the Grantor or the FDEP hereunder has occurred. The Trustee shall have no duty to act in the absence of such orders, requests, and instructions from the Grantor and/or the FDEP, except as provided for herein. * Note: pursuant to Section 4, the Servicer authority to direct payments, reimbursements 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 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior refunds is given soley to the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the rating of the Class A FDEP Secretary or Class M Certificates. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates 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 after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositordesignee.

Successor Trustee. Any successor trustee Trustee appointed as provided in Section 10.07 9.07 shall execute, acknowledge and deliver to the Depositor Seller, the Servicer and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor 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 predecessor trustee shall deliver to Depositor, the successor trustee all Mortgage Files and related documents and statements held by it hereunder, and the DepositorSeller, 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 and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 10.069.06. Prior If a successor Trustee is to become the appointment of any Successor Servicer hereunder, it shall be an Approved Servicer. If a successor trustee becoming effectiveTrustee is not to become the Successor Servicer hereunder, the Depositor entity then acting as Successor Servicer hereunder shall have received from each Rating Agency written confirmation that continue to act in such appointment would not result in a reduction capacity until such time as an Approved Servicer has agreed to assume the role of the rating of the Class A or Class M CertificatesSuccessor Servicer hereunder. Upon acceptance of appointment by a successor trustee Trustee as provided in this SectionSection 9.08, the Depositor 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, Register and to the Servicer, any Sub-Servicer Certificate Insurer and to each Rating Agency. If the Depositor Servicer fails to mail such notice within 10 thirty (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 10.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor trustee 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 held by it hereunder, and the Depositor, the Servicer 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 and obligations. No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the rating of the Class A or Class M Certificates. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor 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, to the ServicerServicers, 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 10.07 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, the NIMS Insurer, 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, effective and such successor trustee shall become effective and such successor trusteeas 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 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, the Servicer 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 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to 8.06 and the appointment of any such successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction downgrading of the rating any Class of the Class A or Class M CertificatesCertificates by each Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates 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 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. (a) Any successor trustee appointed as provided in Section 10.07 shall execute, acknowledge and deliver to the Depositor Depositor, the Master Servicer and to its the predecessor trustee an instrument Trustee, as the case may be, instruments accepting such their appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor trustee Trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee herein, provided that such successor trustee hereinshall satisfy the requirements contained in Section 8.06. The predecessor trustee Trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder, and the Depositor, the Servicer 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 all such rights, powers, duties and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the rating of the Class A or Class M Certificates8.06. Upon acceptance of appointment by a successor trustee as provided in this SectionSection 8.08, the Depositor 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, to the Servicer, 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 appointed as provided in Section 10.07 8.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor trustee 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 statements, as well as all moneys, held by it hereunder, and the Depositor, the Servicer 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 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to 8.06 and the appointment of any such successor trustee becoming effectiveshall not result in a downgrading of any Class of Certificates by either Rating Agency, the Depositor shall have received as evidenced by a letter from each Rating Agency written confirmation that to such appointment would not result in a reduction of the rating of the Class A or Class M Certificateseffect. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the succession of such trustee hereunder to all the Holders of Certificates 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 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 Promptly upon (a) receipt of a notice of resignation from a Voting Trustee in accordance with Section 10.07 shall execute, acknowledge and deliver to 4.5 hereof or (b) any vacancy in the Depositor and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal position of a Voting Trustee by reason 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 death of 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 held by it hereunder, and the DepositorVoting Trustee, the Servicer and the predecessor trustee shall execute and deliver such instruments and do such inability or refusal to act of a Voting Trustee or any other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rightsreason, powers, duties and obligations. No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such a successor trustee shall be eligible under the provisions appointed in accordance with this Section 4.6. Such successor trustee shall assume all powers, rights and obligations of Section 10.06. Prior to such Voting Trustee hereunder immediately upon the appointment of any such successor trustee becoming effectiveVoting Trustee. If Xxxx X. Xxxxx or his successor resigns as a Voting Trustee or there is otherwise a vacancy in the position formerly held by Xx. Xxxxx or his successor, Xx. Xxxxx (or, in the case of his death, his executor) shall be entitled to designate a successor Voting Trustee; provided that such successor Voting Trustee is approved by the other Voting Trustees, such approval not being unreasonably delayed or withheld. If Xxxxxxx Xxxxxxx and Xxxxxx X. Xxxxxxxxx or their respective successors resign or there is a vacancy in the position formerly held by Xxxxxxx Xxxxxxx or Xxxxxx X. Xxxxxxxxx or their respective successors, the Depositor Board of Directors of the Company shall have received from each Rating Agency be entitled to designate a successor Voting Trustee, by majority vote or unanimous written confirmation consent; provided that such appointment would successor Voting Trustee is approved by Xxxx X. Xxxxx, such approval not result in a reduction of the rating of the Class A being unreasonably delayed or Class M Certificates. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates 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 after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositorwithheld.

Successor Trustee. Any successor trustee appointed as provided in Section 10.07 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, the Certificate Insurer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor trustee 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 statements, as well as all moneys, held by it hereunder, and the Depositor, the Servicer 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 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to 8.06 and the appointment of any such successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction downgrading or withdrawal of the rating of the any Class of Class A or Class M CertificatesCertificates (including any shadow rating thereof) by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the succession of such trustee hereunder to the Certificate Insurer, the Rating Agencies and to all Holders of Certificates 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 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 10.07 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, the Certificate Insurer and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, 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 Trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements 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, the Servicer 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 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to 8.06 and the appointment of any such successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction downgrading of the rating any Class of the Class A or Class M CertificatesCertificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the succession of such trustee hereunder to the Certificate Insurer and all Holders of Certificates 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 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 10.07 8.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, 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 predecessor trustee shall deliver to the successor trustee all Mortgage Files 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, the Servicer 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 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to 8.06 and the appointment of any such successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction downgrading of the rating any Class of the Class A or Class M CertificatesCertificates by any Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates 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 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 10.07 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, and to its predecessor trustee Trustee an instrument accepting such 172 appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor 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 Trustee shall deliver to the successor trustee Trustee all Mortgage Files and related documents and statements 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, the Servicer 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 and obligations. No successor trustee Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 10.06. Prior to 8.06 and the appointment of any such successor trustee becoming effective, the Depositor Trustee shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction downgrading of the rating ratings of any of the Other NIM Notes or of any Class A of Certificates or Class M Certificatesof the shadow ratings of the Insured NIM Notes (without giving effect to any insurance policy issued by the NIMS Insurer) by any Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee Trustee as provided in this Section, the Depositor 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, to Register and the Servicer, any Sub-Servicer and to each Rating AgencySwap 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 appointed as provided in Section 10.07 9.07 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor 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 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 Depositor, upon receipt of all Mortgage Files and related documents and statements held by amounts due 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 9.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to 9.06 hereof and its acceptance shall not adversely affect the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the then current rating of the Class A or Class M Certificates. Upon acceptance of appointment by a successor trustee as provided in this SectionSection 9.08, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates 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 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. Any Person appointed as successor trustee pursuant to Section 9.07 of Article IX of the Standard Terms shall also be required to serve as successor Supplemental Interest Trust Trustee under the Swap Agreement.

Successor Trustee. Any successor trustee appointed as provided in Section 10.07 8.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer 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 hereinin this Agreement. The 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. 106 No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to 8.06 and its appointment shall not adversely affect the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the then current rating of the Class A or Class M CertificatesCertificates and 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 SectionSection 8.08, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register, to the Servicer, any Sub-Servicer and to each Rating AgencyCertificates. 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 10.07 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, the NIMS Insurer, the Guarantor and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, 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 predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements 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, the Servicer 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 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to 8.06 and the appointment of any such successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction downgrading of the rating any Class of the Class A or Class M CertificatesCertificates by each Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates 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 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 10.07 shall execute, acknowledge and deliver to the Depositor Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor trustee 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 held by it hereunder, and the DepositorCompany, 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. No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to 10.06 and the Company shall have received written notice from the Rating Agency that the appointment of any the successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would will not result in a reduction of the then current rating of on the Class A or Class M Certificates. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor Company shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register, and to each Rating Agency, the Master Servicer, any Sub-Servicer Servicer, the Certificate Insurer, and to each Rating Agencythe 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 appointed as provided in Section 10.07 12.07 shall execute, acknowledge and deliver to the Depositor Servicer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor trustee 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 shall, to the extent necessary, deliver to the successor trustee trustee, or Custodian, if any, 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 and obligations. No successor trustee shall accept appointment as provided in this Section 12.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to 12.06 and its appointment shall not adversely affect the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the then current rating of the Class A or Class M Certificates. Upon acceptance of appointment by a successor trustee as provided in this SectionSection 12.08, the Depositor 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, to the Servicer, any Sub-Servicer and to each Rating Agency. If the Depositor Servicer 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 DepositorServicer.

Successor Trustee. Any successor trustee appointed as provided in Section 10.07 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, the Servicer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, effective and such successor trustee shall become effective and such successor trusteeas 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 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, the Servicer 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 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to 8.06 and the appointment of any such successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction downgrading of the rating any Class of the Class A or Class M CertificatesCertificates by each Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates 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 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 10.07 8.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor trustee 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, the Servicer 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 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to 8.06 and the appointment of any such successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction downgrading of the rating any Class of the Class A or Class M CertificatesCertificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee trustee, as provided in this Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates 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 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 10.07 8.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor trustee 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 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, the Servicer 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 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the rating of the Class A or Class M Certificates8.06. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates 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 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 10.07 8.07 hereof shall execute, acknowledge and deliver to the Depositor and to Depositor, its predecessor trustee and the Master Servicer 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 predecessor In addition, if the Corridor Contract is still outstanding, the Person appointed as successor trustee shall execute, acknowledge and deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunderpredecessor trustee, CHL and the Depositor, Master Servicer an instrument accepting the Servicer and appointment as successor Corridor Contract Administrator under 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 obligationsCorridor Contract Administration Agreement. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior 8.06 hereof, is reasonably acceptable to the Certificate Insurer and the NIM Insurer, its appointment of any successor trustee becoming effective, shall not adversely affect the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction then-current ratings of the rating Certificates (without regard to the Certificate Insurance Policy, in the case of the Class A or Class M Certificates) and 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 SectionSection 8.08, the Depositor shall mail notice of the succession of such trustee hereunder to the Certificate Insurer, the NIM Insurer and all Holders of Certificates at their addresses as shown in the Certificate Register, to the Servicer, any Sub-Servicer and to each Rating AgencyCertificates. 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 10.07 8.08 shall execute, acknowledge and deliver to the Depositor Company, the Master Servicer and to its the predecessor trustee an instrument accepting such appointment hereunder, under the Pooling and Master Servicing Agreement 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 hereunderthereunder, with the like effect as if originally named as trustee hereintherein. The predecessor trustee shall deliver to the successor trustee all Trustee Mortgage Asset Files and related documents and statements held by it hereunder, under the Pooling and Master Servicing Agreement and the DepositorCompany, 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. No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the rating of the Class A or Class M Certificates8.06 hereof. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor Company shall mail notice of the succession of such trustee hereunder under the Pooling and Master Servicing Agreement to all Holders of Certificates Securities at their addresses as shown in the Certificate Security Register, to the Servicer, any Sub-Servicer and to each Rating Agency. 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 appointed as provided in Section 10.07 8.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer 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 hereinin this Agreement. The 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. 104 No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior 8.06 hereof, is reasonably acceptable to the NIM Insurer, its appointment shall not adversely affect the then -current ratings of any successor trustee becoming effective, the Certificates and has provided to the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result 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 reduction of the rating of the Class A or Class M Certificatesreplacement Trustee. Upon acceptance of appointment by a successor trustee as provided in this SectionSection 8.08, the Depositor shall mail notice of the succession of such trustee hereunder to the NIM Insurer and all Holders of Certificates at their addresses as shown in the Certificate Register, to the Servicer, any Sub-Servicer and to each Rating AgencyCertificates. 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 10.07 8.07 shall execute, acknowledge and deliver to the Depositor Depositor, the NIMS Insurer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, 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 predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements statements, 129 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, the Servicer 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 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to 8.06 and the appointment of any such successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction downgrading of the rating any Class of the Class A or Class M CertificatesCertificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates 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 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 10.07 8.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee trustee, the Servicer, any Special Collections Servicer and the Seller 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 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, the Seller, any Special Collections 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 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to 8.06 and its appointment shall not adversely affect the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the then current rating of the Class A or Class M Certificates. Upon acceptance of appointment by a successor trustee as provided in this SectionSection 8.08, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in and the Certificate Register, to the Servicer, any Sub-Servicer and to each Rating AgencySwap Counterparty. 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.