Common use of Successor Trustee Clause in Contracts

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

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

Successor Trustee. Any successor Trustee appointed as provided in pursuant to Section 9.06 10.2 shall execute, acknowledge and deliver to the Servicer Administrator and to its predecessor Trustee an instrument accepting such appointment hereunderunder this Agreement, and thereupon the resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor hereunderunder this Agreement, with like effect as if originally named as Trustee hereinthe Trustee. Such instrument shall identify the situs of the Trust, locations where payments will be made and/or received, and where bank accounts will be maintained for purposes of Section 2.9 hereof, if such locations are to change following such appointment. As of the effective date of such instrument, Section 2.9 hereof shall be read to include such locations identified in such instrument. The predecessor Trustee shall duly assign, transfer, upon payment of its fees and expenses deliver and pay over to the successor Trustee the whole of the Mortgage Files and related all documents and statements and monies held by it hereunder, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement; provided, however, that if and the Administrator and the predecessor Trustee has been terminated pursuant to shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the third paragraph of Section 9.06successor Trustee all such rights, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustpowers, duties and obligations. No successor Trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment acceptance such successor Trustee shall be eligible under the provisions of pursuant to Section 9.0510.1. Upon acceptance of appointment by a successor Trustee as provided in pursuant to this Section 9.07Section, the Servicer Administrator shall cooperate to mail notice of the succession of such Trustee hereunder appointment to all Holders of Certificates at their addresses as shown in Certificateholders, the Certificate Register Indenture Trustee, the Noteholders and to each the Rating AgencyAgencies. If the Servicer Administrator shall fail to mail such notice within ten 10 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the ServicerAdministrator. Any successor Trustee shall file an amendment to the Certificate of Trust as required by the Statutory Trust Act.

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

Successor Trustee. Any successor Trustee appointed as provided in pursuant to Section 9.06 10.2 shall execute, acknowledge and deliver to the Servicer Seller, the Administrator and to its predecessor Trustee an instrument accepting such appointment hereunderunder this Agreement, and thereupon the resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunderunder this Agreement, with like effect as if originally named as Trustee hereinthe Trustee. The predecessor Trustee shall duly assign, transfer, upon payment of its fees and expenses deliver and pay over to the successor Trustee the whole of the Mortgage Files and related all documents and statements and monies held by it hereunder, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement; provided, however, that if and the Seller and the predecessor Trustee has been terminated pursuant to shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the third paragraph of Section 9.06successor Trustee all such rights, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustpowers, duties and obligations. No successor Trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment acceptance such successor Trustee shall be eligible under the provisions of pursuant to Section 9.0510.1. Upon acceptance of appointment by a successor Trustee as provided in pursuant to this Section 9.07Section, the Servicer Seller shall cooperate mail (or shall cause to mail be mailed) notice of the succession successor of such Trustee hereunder to all Holders the Certificateholder, Indenture Trustee, the Noteholders and each of Certificates at their addresses as shown in the Certificate Register and to each Rating AgencyAgencies. If the Servicer Seller shall fail to mail (or cause to be mailed) such notice within ten 10 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the ServicerSeller. 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 of the State of Delaware 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 9.06 11.07 shall execute, acknowledge and deliver to the Servicer Servicer, the 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, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee hereinTrustee. The predecessor Trustee shall duly assign, transfer, deliver and pay over or cause to be delivered to the successor Trustee the whole of the Mortgage Contracts, Contract Files and Land-and-Home Contract Files and any related documents and statements held by it hereunder; and, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required if the Land-and-Home Contract Files are then held by a custodian pursuant to effect such transfer and such of the records or copies thereof maintained by a custodial agreement, the predecessor Trustee in and the administration hereof as may be reasonably requested by custodian shall amend such custodial agreement to make the successor Trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement; provided, however, that if the successor to the predecessor Trustee has been terminated pursuant to thereunder; and the third paragraph of Section 9.06Servicer, all reasonable expenses of the Company and the predecessor Trustee incurred shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in complying with this Section 9.07 shall be reimbursed by the Trustsuccessor Trustee all such rights, powers, duties and obligations. No successor Trustee shall accept appointment as provided in this Section 9.07 11.08 unless at the time of such appointment acceptance such successor Trustee shall be eligible under the provisions of Section 9.0511.06. Upon acceptance of appointment by a successor Trustee as provided in this Section 9.0711.08, the Servicer shall cooperate to mail cause notice of the succession of such Trustee hereunder to all Holders of Certificates be mailed to each Certificateholder and Class C Certificateholder at their addresses as shown in the Certificate Register and to each Rating AgencyRegister. If the Servicer fail fails to mail such notice within ten days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Servicer.

Successor Trustee. Any successor Trustee appointed as provided in pursuant to Section 9.06 10.2 shall execute, acknowledge and deliver to the Servicer Administrator and to its predecessor Trustee an instrument accepting such appointment hereunderunder this Agreement, and thereupon the resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor hereunderunder this Agreement, with like effect as if originally named as Trustee hereinthe Trustee. Such instrument shall identify the situs of the Trust, locations where payments will be made and/or received, and where bank accounts will be maintained for purposes of Section 2.9, if such locations are to change following such appointment. As of the effective date of such instrument, Section 2.9 shall be read to include such locations identified in such instrument. The predecessor Trustee shall duly assign, transfer, upon payment of its fees and expenses deliver and pay over to the successor Trustee the whole of the Mortgage Files and related all documents and statements and monies held by it hereunder, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement; provided, however, that if and the Administrator and the predecessor Trustee has been terminated pursuant to shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the third paragraph of Section 9.06successor Trustee all such rights, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustpowers, duties and obligations. No successor Trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment acceptance such successor Trustee shall be eligible under the provisions of pursuant to Section 9.0510.1. Upon acceptance of appointment by a successor Trustee as provided in pursuant to this Section 9.07Section, the Servicer Administrator shall cooperate to mail notice of the succession of such Trustee hereunder appointment to all Holders of Certificates at their addresses as shown in Certificateholders, the Certificate Register Indenture Trustee, the Noteholders and to each the Rating AgencyAgencies. If the Servicer Administrator shall fail to mail such notice within ten 10 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the ServicerAdministrator. Any successor Trustee shall file an amendment to the Certificate of Trust as required by the Statutory Trust Act.

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

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

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

Successor Trustee. Any successor Trustee trustee appointed as provided in Section 9.06 9.07 shall execute, acknowledge and deliver to the Servicer 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 Trusteetrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee trustee herein. The predecessor Trustee trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole trustee all of the Mortgage Files and related documents and statements held by it hereunder, together with all and the Master Servicer and the predecessor trustee shall execute and deliver such instruments of transfer and assignment or do such other documents properly executed things as may reasonably be reasonably required to effect such transfer for more fully and such of the records or copies thereof maintained by the predecessor Trustee certainly vesting and confirming in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from trustee all such rights, powers, duties and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustobligations. No successor Trustee trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment acceptance such successor Trustee trustee shall be eligible under the provisions of Section 9.059.06. Upon acceptance of appointment by a successor Trustee trustee as provided in this Section 9.07Section, the Master Servicer shall cooperate to mail notice of the succession of such Trustee trustee hereunder to the Certificate Insurer and all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agencyprovided that the Master Servicer has received such Certificate Register. If the Master Servicer fail fails to mail such notice within ten days after acceptance of appointment by the successor Trusteetrustee, the successor Trustee trustee shall cause such notice to be mailed at the expense of the Master Servicer. Notwithstanding anything to the contrary contained herein, so long as no Certificate Insurer Default exists, the appointment of any successor trustee pursuant to any provision of this Agreement will be subject to the prior written consent of the Certificate Insurer.

Successor Trustee. Any successor Trustee appointed as provided in pursuant to Section 9.06 10.2 shall execute, acknowledge and deliver to the Servicer Administrator and to its predecessor Trustee an instrument accepting such appointment hereunderunder this Agreement, and thereupon the resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor hereunderunder this Agreement, with like effect as if originally named as Trustee hereinthe Trustee. Such instrument shall identify the situs of the Trust, locations where payments will be made and/or received, and where bank accounts will be maintained for purposes of Section 2.9 hereof, if such locations are to change following such appointment. As of the effective date of such instrument, Section 2.9 hereof shall be read to include such locations identified in such instrument. The predecessor Trustee shall duly assign, transfer, upon payment of its fees and expenses deliver and pay over to the successor Trustee the whole of the Mortgage Files and related all documents and statements and monies held by it hereunder, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement; provided, however, that if and the Administrator and the predecessor Trustee has been terminated pursuant to shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the third paragraph of Section 9.06successor Trustee all such rights, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustpowers, duties and obligations. No successor Trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment acceptance such successor Trustee shall be eligible under the provisions of pursuant to Section 9.0510.1. Upon acceptance of appointment by a successor Trustee as provided in pursuant to this Section 9.07Section, the Servicer Administrator shall cooperate to mail notice of the succession of such Trustee hereunder appointment to all Holders of Certificates at their addresses as shown in Certificateholders, the Certificate Register Indenture Trustee, the Counterparties, the Noteholders and to each the Rating AgencyAgencies. If the Servicer Administrator shall fail to mail such notice within ten 10 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the ServicerAdministrator. Any successor Trustee shall file an amendment to the Certificate of Trust as required by the Statutory Trust Act.

Successor Trustee. (a) Any successor Trustee trustee appointed as provided in Section 9.06 6.06 shall execute, acknowledge and deliver to the Depositor, the Swap Counterparty, the Master Servicer and any NIMS Insurer and to its predecessor Trustee trustee (i) an instrument accepting such appointment hereunderhereunder and (ii) if such successor trustee is appointed at any time during the period that a Form 10-K is being filed with respect to the Trust in accordance with the Exchange Act and the rules and regulations of the Commission, the certification required pursuant to the first sentence of Section 6.01(k) indicating which Servicing Criteria are applicable to such successor trustee, and thereupon the resignation or removal of the predecessor Trustee trustee shall become effective and such successor Trustee, trustee without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee trustee herein. The predecessor trustee (or its custodian) shall deliver to the successor trustee (or assign to the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor Trustee trustee the whole of the Mortgage Files and related documents and statements held by it hereunderentire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed as may be reasonably required necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee trustee in the administration hereof as may be reasonably requested by the successor Trustee trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement; provided. In addition, however, that if the Master Servicer and the predecessor Trustee has been terminated pursuant trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trust. No successor Trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment such successor Trustee shall be eligible under the provisions of Section 9.05. Upon acceptance of appointment by a successor Trustee as provided in this Section 9.07, the Servicer shall cooperate to mail notice of the succession of such Trustee hereunder to all Holders of Certificates at their addresses as shown more fully and certainly vest and confirm in the Certificate Register successor trustee all such rights, powers, duties and to each Rating Agency. If the Servicer fail to mail such notice within ten days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Servicerobligations.

Successor Trustee. Any successor Owner Trustee appointed as provided in pursuant to Section 9.06 10.2 shall execute, acknowledge and deliver to the Servicer Indenture Trustee and to its predecessor Trustee trustee an instrument accepting such appointment hereunderunder this Agreement, and thereupon the resignation or removal of the predecessor Trustee trustee shall become effective and such successor Trusteetrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor hereunderunder this Agreement, with like effect as if originally named as Trustee hereinOwner Trustee. The predecessor Owner Trustee shall duly assign, transfer, upon payment of its fees and expenses deliver and pay over to the successor Owner Trustee the whole of the Mortgage Files and related all documents and statements and monies held by it hereunder, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement; provided, however, that if and the Indenture Trustee and the predecessor Owner Trustee has been terminated pursuant to shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the third paragraph of Section 9.06successor Owner Trustee all such rights, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustpowers, duties, and obligations. No successor Owner Trustee shall accept appointment as provided in this Section 9.07 10.3 unless at the time of such appointment acceptance such successor Owner Trustee shall be eligible under the provisions of pursuant to Section 9.0510.1 above. Upon acceptance of appointment by a successor Owner Trustee as provided in pursuant to this Section 9.0710.3, the Servicer Indenture Trustee shall cooperate to mail notice of the succession successor of such Owner Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register Administrator, the Transferor, the Noteholders and to each the Rating AgencyAgencies. If the Servicer fail Indenture Trustee fails to mail such notice within ten 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the ServicerIndenture Trustee. Any successor Owner Trustee shall promptly file a certificate of amendment identifying the name and principal plan of business of the Owner Trustee in the State of Delaware.

Successor Trustee. Any successor Trustee trustee appointed as provided in Section 9.06 8.07 shall execute, acknowledge and deliver to 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 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 like effect as if originally named as Trustee or Delaware Trustee herein. The predecessor Trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole of the trustee all Mortgage Files Files, related documents, statements and related documents and statements all other property held by it hereunder, together with all and the Servicer and the predecessor trustee shall execute and deliver such instruments of transfer and assignment or do such other documents properly executed things as may reasonably be reasonably required to effect such transfer for more fully and such of the records or copies thereof maintained by the predecessor Trustee certainly vesting and confirming in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from trustee all such rights, powers, duties and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustobligations. No successor Trustee trustee shall accept appointment as provided in this Section 9.07 8.08 unless at the time of such appointment such successor Trustee trustee shall be eligible under the provisions of Section 9.058.06 and the appointment of such successor trustee shall not result in a downgrading of the ratings of any of the Other NIM Notes or of any Class of Certificates or of the shadow ratings of the Insured NIM Notes (without giving effect to 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 9.078.08, the Servicer shall cooperate to mail notice of the succession of such Trustee trustee hereunder to (i) all Holders of Certificates Certificateholders at their addresses as shown in the Certificate Register Register, (ii) the Rating Agencies and to each Rating Agency(iii) the NIMS Insurer. If the Servicer fail fails to mail such notice within ten days after acceptance of appointment by the successor Trusteetrustee, the successor Trustee trustee shall cause such notice to be mailed at mailed. It is acknowledged and agreed that the expense of Person serving as Trustee hereunder shall also serve as Supplemental Interest Trust Trustee. If the ServicerTrustee resigns or is removed as Trustee hereunder, the Trustee shall also cease to be the Supplemental Interest Trust Trustee hereunder. Any person appointed as successor trustee hereunder shall also be required to serve as successor supplemental interest trust trustee.

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

Successor Trustee. (a) Any successor Trustee trustee appointed as provided in Section 9.06 8.07 shall execute, acknowledge and deliver to the Depositor, each Master Servicer, the Special 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 Trusteetrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee trustee herein. The predecessor Trustee trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole of the trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held on its behalf by a third-party Custodian, which Custodian shall become the agent of the successor trustee), and the Depositor, the Master Servicers, the Special Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations, and to enable the successor trustee to perform its obligations hereunder. Any and all costs and expenses associated with transferring the duties of a Trustee that has resigned or been removed or terminated, together as contemplated by Section 8.07, to a successor Trustee, including those associated with all instruments transfer of transfer the Mortgage Files and assignment or other documents properly executed as may be reasonably required to effect such transfer and such of the records or copies thereof maintained statements held by the predecessor Trustee in the administration hereof as may be reasonably requested by to the successor Trustee, as contemplated by Section 8.08(a), shall be paid by: (i) the predecessor Trustee, if such predecessor Trustee and shall thereupon be discharged from all duties and responsibilities under this Agreementhas resigned in accordance with Section 8.07(a), has been removed in accordance with Section 8.07(b) or has been removed with cause in accordance with Section 8.07(c); provided(ii) the Certificateholders that effected the removal, however, that if the predecessor Trustee has been terminated pursuant to removed without cause in accordance with Section 8.07(c); and (iii) the third paragraph of Section 9.06Trust, all reasonable if such costs and expenses of are not paid by the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed or the subject Certificateholders, as contemplated by the Trust. No successor Trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment such successor Trustee shall be eligible under the provisions of Section 9.05. Upon acceptance of appointment by a successor Trustee as provided in this Section 9.07immediately preceding clauses (i) and (ii), the Servicer shall cooperate to mail notice of the succession of such Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency. If the Servicer fail to mail such notice within ten 90 days after acceptance of appointment by they are incurred (provided that such predecessor Trustee or such subject Certificateholders, as applicable, shall remain liable to the successor Trustee, the successor Trustee shall cause Trust for such notice to be mailed at the expense of the Servicercosts and expenses).

Successor Trustee. Any successor Trustee appointed as provided in pursuant to Section 9.06 10.2 shall execute, acknowledge and deliver to the Servicer Administrator and to its predecessor Trustee an instrument accepting such appointment hereunderunder this Agreement, and thereupon the resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor hereunderunder this Agreement, with like effect as if originally named as Trustee hereinthe Trustee. Such instrument shall identify the situs of the Trust, locations where payments will be made and/or received, and where bank accounts will be maintained for purposes of Section 2.9 hereof, if such locations are to change following such appointment. As of the effective date of such instrument, Section 2.9 hereof shall be read to include such locations identified in such instrument. The predecessor Trustee shall duly assign, transfer, upon payment of its fees and expenses deliver and pay over to the successor Trustee the whole of the Mortgage Files and related all documents and statements and monies held by it hereunder, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement; provided, however, that if and the Administrator and the predecessor Trustee has been terminated pursuant to shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the third paragraph of Section 9.06successor Trustee all such rights, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustpowers, duties and obligations. No successor Trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment acceptance such successor Trustee shall be eligible under the provisions of pursuant to Section 9.0510.1. Upon acceptance of appointment by a successor Trustee as provided in pursuant to this Section 9.07Section, the Servicer Administrator shall cooperate to mail notice of the succession of such Trustee hereunder appointment to all Holders of Certificates at their addresses as shown in Certificateholders, the Certificate Register Indenture Trustee, [the Counterparties,] the Noteholders and to each the Rating AgencyAgencies. If the Servicer Administrator shall fail to mail such notice within ten 10 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the ServicerAdministrator. Any successor Trustee shall file an amendment to the Certificate of Trust as required by the Statutory Trust Act.

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

Successor Trustee. Any successor The Trustee appointed as provided may resign and be ----------------- discharged from its duties hereunder at any time by giving notice in Section 9.06 shall execute, acknowledge and deliver writing of such resignation to the Servicer Company and each Executive specifying a date (not less than thirty (30) days after the giving of such notice) when such resignation shall take effect. Promptly after such notice, the Company (or, if a Change in Control shall previously have occurred, Executive(s) having at least 65% percent of all amounts then held in the Trust credited to its predecessor their accounts shall appoint a successor trustee, such trustee to become Trustee an instrument accepting such appointment hereunder, and thereupon hereunder upon the resignation date specified in such notice. If the Company fails to appoint a successor trustee or removal of if such Executive(s) are unable to so agree upon a successor trustee within thirty (30) days after such notice, the predecessor Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee herein. The predecessor Trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole of the Mortgage Files and related documents and statements held by it hereunder, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trust. No successor Trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment such successor Trustee shall be eligible under the provisions of Section 9.05. Upon acceptance of appointment by a successor Trustee as provided in this Section 9.07entitled, the Servicer shall cooperate to mail notice of the succession of such Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency. If the Servicer fail to mail such notice within ten days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the ServicerCompany, to petition a United States District Court or any of the courts of the State of New York having jurisdiction to appoint its successor. The Trustee shall continue to serve until its successor accepts the trust and receives delivery of the Trust Corpus. The Company (or, if a Change in Control shall previously have occurred, Executive(s) having at least 65% percent of all amounts then held in the Trust credited to their accounts) may at any time substitute a new trustee by giving fifteen (15) days notice thereof to the Trustee then acting. In the event of such removal or resignation, the Trustee shall duly file with the Company and, on and after a Change in Control, the Executives a written statement or statements of accounts and proceedings as provided in Section 5.01(c) hereof for the period since the last previous annual accounting of the Trust, and if written objection to such account is not filed as provided in Section 5.01(c) hereof, the Trustee shall to the maximum extent permitted by applicable law be forever released and discharged from all liability and accountability with respect to the propriety of its acts and transactions shown in such account. The Trustee and any successor thereto appointed hereunder shall be a commercial bank which is not an affiliate of the Company, but which is a national banking association or established under the laws of one of the states of the United States, and which has equity in excess of $100 million.

Successor Trustee. Any successor Trustee trustee appointed as provided in Section 9.06 9.07 shall execute, acknowledge and deliver to the Servicer 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 Trusteetrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee trustee herein. The predecessor Trustee trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole trustee all of the Mortgage Files and related documents and statements held by it hereunder, together with all and the Servicer and the predecessor trustee shall execute and deliver such instruments of transfer and assignment or do such other documents properly executed things as may reasonably be reasonably required to effect such transfer for more fully and such of the records or copies thereof maintained by the predecessor Trustee certainly vesting and confirming in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from trustee all such rights, powers, duties and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustobligations. No successor Trustee trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment acceptance such successor Trustee trustee shall be eligible under the provisions of Section 9.059.06. Upon acceptance of appointment by a successor Trustee trustee as provided in this Section 9.07Section, the Servicer shall cooperate to mail notice of the succession of such Trustee trustee hereunder to the Certificate Insurer and all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agencyprovided that the Servicer has received such Certificate Register. If the Servicer fail fails to mail such notice within ten days after acceptance of appointment by the successor Trusteetrustee, the successor Trustee trustee shall cause such notice to be mailed at the expense of the Servicer. Notwithstanding anything to the contrary contained herein, so long as no Certificate Insurer Default exists, the appointment of any successor trustee pursuant to any provision of this Agreement will be subject to the prior written consent of the Certificate Insurer.

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

Successor Trustee. Any successor Trustee appointed as provided in Section 9.06 8.07 shall execute, acknowledge and deliver to the Servicer Depositor, the Administrator and to its predecessor Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee hereinTrustee. The predecessor successor Trustee shall duly assignshall, transfer, deliver and pay over at least 30 days prior to the successor Trustee effective date of its acceptance, provide to the whole of Depositor and the Mortgage Files Servicer written notice in form and related documents substance reasonably satisfactory to the Depositor and statements held by it hereunder, together with the Servicer containing all instruments of transfer and assignment or other documents properly executed as may be reasonably required to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee in the administration hereof as may be information reasonably requested by the successor Trustee Depositor and shall thereupon be discharged from all duties the Servicer in order for the Depositor to comply with its reporting obligations under Item 6.02 of Form 8-K with respect to a replacement of the Trustee. The Depositor, the Servicer and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the third paragraph of Section 9.06successor Trustee all such rights, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustpowers, duties and obligations. No successor Trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment acceptance (i) such successor Trustee shall be eligible under the provisions of Section 9.058.06, and (ii) the unsecured long-term debt of such successor Trustee is rated at least “A3” by Xxxxx’x. The successor Trustee shall not accept such appointment if the Rating Agencies have sent written notice to the Depositor that such successor Trustee will result in a withdrawal or a downgrading of the then current ratings on any Class of the Offered Certificates. The predecessor Trustee shall notify the Rating Agency of the appointment of any successor Trustee. Upon acceptance of appointment by a successor Trustee as provided in this Section 9.07Section, the Servicer shall cooperate to mail notice of the succession of such Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency. If the Servicer fail fails to mail such notice within ten 30 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Servicer.

Successor Trustee. Any successor Trustee trustee appointed as provided in Section 9.06 8.07 shall execute, acknowledge and deliver to the Servicer Depositor, the Certificate Insurer, the NIMS 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, trustee without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee trustee herein. The predecessor Trustee trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole of the trustee all Mortgage Files and related documents and statements 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), together with all and the Depositor and the predecessor trustee shall execute and deliver such instruments of transfer and assignment or do such other documents properly executed things as may reasonably be reasonably required to effect such transfer for more fully and such of the records or copies thereof maintained by the predecessor Trustee certainly vesting and confirming in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from trustee all such rights, powers, duties and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustobligations. No successor Trustee trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment acceptance such successor Trustee trustee shall be eligible under the provisions of Section 9.058.06 and the appointment of such successor trustee shall not result in a downgrading of any Class of 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 Section 9.07Section, the Servicer Depositor shall cooperate to mail notice of the succession of such Trustee trustee hereunder to the Certificate Insurer and all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating AgencyRegister. If the Servicer fail Depositor fails to mail such notice within ten 10 days after acceptance of appointment by the successor Trusteetrustee, the successor Trustee trustee shall cause such notice to be mailed at the expense of the ServicerDepositor.

Successor Trustee. Any successor Trustee trustee appointed as provided in Section 9.06 6.08 hereof shall be a bank, trust company or other fiduciary authorized to administer trusts, subject to regulation or supervision by federal or state authority and having a combined capital and surplus of at least $50,000,000. Any such successor trustee shall execute, acknowledge and deliver to the Servicer Depositor and to its predecessor Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee shall become effective and such successor 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 like effect as if originally named as Trustee herein. The predecessor Trustee shall duly assign, transfer, deliver and pay over transfer to the successor Trustee the whole of trustee the Mortgage Files Certificates and shall turn over all related documents and statements held by it hereunder. In addition, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee and, upon request of the successor trustee, the Depositor 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 administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from trustee all such rights, powers, duties and responsibilities under this Agreement; providedobligations, subject, however, that if to the payment of all amounts due the predecessor Trustee has been terminated pursuant under this Trust Agreement. In the event that Xxxxx Fargo Bank, N.A. is no longer the Trustee, the successor trustee shall be entitled to receive as compensation for its respective activities under this Agreement a monthly fee to be negotiated with the third paragraph of Section 9.06, all reasonable expenses Depositor and paid to such successor trustee from funds on deposit in the Certificate Account as an Extraordinary Trust Expense. The Depositor shall notify the Rating Agency of the amount of such negotiated monthly fee. The predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trust. No and successor Trustee shall accept notify the Depositor of any such appointment as provided in this Section 9.07 unless at least two Business Days prior to the time effective date thereof and shall provide the Depositor with all information required by the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K not later than the effective date of such appointment such successor Trustee shall be eligible under the provisions of Section 9.05appointment. Upon acceptance of appointment by a successor Trustee trustee as provided in this Section 9.07Section, the Servicer Depositor shall cooperate to mail notice of the succession of such Trustee hereunder to the Rating Agency and to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating AgencyRegister. If the Servicer fail Depositor fails to mail such notice within ten 10 days after acceptance of appointment by the successor Trusteetrustee, the successor Trustee trustee shall cause such notice to be mailed at the expense of the ServicerDepositor. No Trustee hereunder shall be personally liable hereunder by reason of any act or failure to act of any predecessor or successor trustee hereunder.

Successor Trustee. Any successor Trustee appointed as provided in Section 9.06 9.07 shall execute, acknowledge and deliver to the Seller, the Servicer and to its predecessor Trustee and the Certificate Insurer an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee hereinTrustee. The Seller, the Servicer and the predecessor Trustee shall duly assign, transfer, execute and deliver such instruments and pay over to do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Trustee the whole of the Mortgage Files and related documents and statements held by it hereunderall such rights, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from all powers, duties and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustobligations. No successor Trustee shall accept appointment as provided in this Section 9.07 9.08 unless at the time of such appointment acceptance such successor Trustee shall be eligible under the provisions of Section 9.059.06. Upon acceptance of appointment by a successor Trustee as provided in this Section 9.079.08, the Servicer shall cooperate to mail notice of the succession of such Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency. If the Servicer fail fails to mail such notice within ten 30 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Servicer. Notwithstanding anything to the contrary contained herein, so long as no Certificate Insurer Default exists, the appointment of any successor Trustee pursuant to any provision of this Agreement will be subject to the prior written consent of the Certificate Insurer, which consent shall not be unreasonably withheld.

Successor Trustee. Any successor Owner Trustee or Delaware Trustee appointed as provided in pursuant to Section 9.06 10.2 shall execute, acknowledge and deliver to the Servicer Indenture Trustee, the Insurer and to its predecessor Trustee trustee an instrument accepting such appointment hereunderunder this Agreement, and thereupon the resignation or removal of the predecessor Trustee trustee shall become effective and such successor Trusteetrustee (if acceptable to the Insurer), without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor hereunderunder this Agreement, with like effect as if originally named as Owner Trustee hereinor Delaware Trustee, as the case may be. The predecessor Owner Trustee or Delaware Trustee shall duly assign, transfer, upon payment of its fees and expenses deliver and pay over to the successor Owner Trustee or Delaware Trustee, as the whole of the Mortgage Files and related case may be, all documents and statements and monies held by it hereunder, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement; provided, however, that if and the Indenture Trustee and the predecessor Owner Trustee has been terminated pursuant to or Delaware Trustee, as the third paragraph of Section 9.06case may be, shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee or Delaware Trustee, as the case may be, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustsuch rights, powers, duties, and obligations. No successor Owner Trustee or Delaware Trustee shall accept appointment as provided in this Section 9.07 10.3 unless at the time of such appointment acceptance such successor Owner Trustee or Delaware Trustee, as the case may be, shall be eligible under the provisions of pursuant to Section 9.0510.1 above. Upon acceptance of appointment by a successor Owner Trustee or Delaware Trustee, as provided in the case may be, pursuant to this Section 9.0710.3, the Servicer Indenture Trustee shall cooperate to mail notice of the succession successor of such Owner Trustee hereunder or Delaware Trustee to all Holders of Certificates at their addresses as shown in the Certificate Register Transferor, the Noteholders, the Insurer and to each the Rating AgencyAgencies. If the Servicer fail Indenture Trustee fails to mail such notice within ten 10 days after acceptance of appointment by the successor Owner Trustee or Delaware Trustee, as the case may be, the successor Owner Trustee or Delaware Trustee shall cause such notice to be mailed at the expense of the ServicerIndenture Trustee. Any successor Delaware Trustee shall promptly file a certificate of amendment identifying the name and principal plan of business of the Delaware Trustee in the State of Delaware.

Successor Trustee. Any successor Trustee trustee appointed as provided in Section 9.06 8.07 shall execute, acknowledge and deliver to the Servicer Depositor, the NIMS Insurer, 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, trustee without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee trustee herein. The predecessor Trustee trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole of the trustee all Mortgage Files and related documents and statements 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), together with all and the Depositor and the predecessor trustee shall execute and deliver such instruments of transfer and assignment or do such other documents properly executed things as may reasonably be reasonably required to effect such transfer for more fully and such of the records or copies thereof maintained by the predecessor Trustee certainly vesting and confirming in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from trustee all such rights, powers, duties and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustobligations. No successor Trustee trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment acceptance such successor Trustee trustee shall be eligible under the provisions of Section 9.058.06 and the appointment of such successor trustee shall not result in a downgrading of any Class of Certificates (without regard to the Certificate Insurance Policy) 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 9.07Section, the Servicer Depositor shall cooperate to mail notice of the succession of such Trustee trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating AgencyRegister. If the Servicer fail Depositor fails to mail such notice within ten 10 days after acceptance of appointment by the successor Trusteetrustee, the successor Trustee trustee shall cause such notice to be mailed at the expense of the ServicerDepositor.

Successor Trustee. (a) Any successor Trustee appointed as provided in Section 9.06 8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to its the predecessor Trustee an instrument Trustee, as the case may be, instruments accepting such their appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee herein, provided that the appointment of such successor Trustee shall not, as evidenced in writing by each Rating Agency, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates. The predecessor Trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole of the all Mortgage Files and related documents and statements held by it hereunder, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required to effect such transfer the Depositor and such of the records or copies thereof maintained by the predecessor Trustee in the administration hereof shall execute and deliver such instruments and do such other things as may reasonably be reasonably requested by required for more fully and certainly vesting and confirming in the successor Trustee and shall thereupon be discharged from all such rights, powers, duties and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustobligations. No successor Trustee shall accept appointment as provided in this Section 9.07 8.08 unless at the time of such appointment acceptance such successor Trustee shall be eligible under the provisions of Section 9.058.06. Upon acceptance of appointment by a successor Trustee as provided in this Section 9.078.08, the Servicer Depositor shall cooperate to mail notice of the succession of such Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agencythe Companion Loan Noteholders. If the Servicer fail Depositor fails to mail such notice within ten 10 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the ServicerDepositor.

Successor Trustee. Any successor Trustee appointed as provided in Section 9.06 11.08 shall execute, acknowledge and deliver to the Servicer Servicer, the Trust Depositor and to its predecessor Trustee Trustee, with a copy to the Certificateholders, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor 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 like effect as if originally named as Trustee hereinTrustee. The predecessor Trustee shall duly assign, transfer, deliver and pay over or cause to be delivered to the successor Trustee the whole of Contracts and the Mortgage Contract Files (if any such Contracts and Contract Files are in the Trustee's possession) and any related documents and statements held by it hereunder; and, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required if the Contracts are then held by a custodian pursuant to effect such transfer and such of the records or copies thereof maintained by a custodial agreement, the predecessor Trustee in and the administration hereof as may be reasonably requested by custodian shall amend such custodial agreement to make the successor Trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement; provided, however, that if the successor to the predecessor Trustee has been terminated pursuant to thereunder; and the third paragraph of Section 9.06Servicer, all reasonable expenses of the Trust Depositor and the predecessor Trustee incurred shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in complying with this Section 9.07 shall be reimbursed by the Trustsuccessor Trustee all such rights, powers, duties and obligations. No successor Trustee shall accept appointment as provided in this Section 9.07 11.09 unless at the time of such appointment acceptance such successor Trustee shall be eligible under the provisions of Section 9.0511.07. Upon acceptance of appointment by a successor Trustee as provided in this Section 9.0711.09, the Servicer shall cooperate to mail cause notice of the succession of such Trustee hereunder to all Holders of Certificates be mailed to each Rating Agency and to each Certificateholder at their addresses as shown in the Certificate Register and to each Rating AgencyRegister. If the Servicer fail fails to mail such notice within ten days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Servicer.

Successor Trustee. (a) Any successor Trustee trustee appointed as provided in Section 9.06 6.06 shall execute, acknowledge and deliver to the Depositor, the Swap Counterparty, the Cap Counterparty, the Master Servicer and any NIMS Insurer and to its predecessor Trustee trustee (i) an instrument accepting such appointment hereunderhereunder and (ii) if such successor trustee is appointed at any time during the period that a Form 10-K is being filed with respect to the Trust in accordance with the Exchange Act and the rules and regulations of the Commission, the certification required pursuant to the first sentence of Section 6.01(k) indicating which Servicing Criteria are applicable to such successor trustee, and thereupon the resignation or removal of the predecessor Trustee trustee shall become effective and such successor Trustee, trustee without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee trustee herein. The predecessor trustee (or its custodian) shall deliver to the successor trustee (or assign to the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor Trustee trustee the whole of the Mortgage Files and related documents and statements held by it hereunderentire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed as may be reasonably required necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee trustee in the administration hereof as may be reasonably requested by the successor Trustee trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement; provided. In addition, however, that if the Master Servicer and the predecessor Trustee has been terminated pursuant trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trust. No successor Trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment such successor Trustee shall be eligible under the provisions of Section 9.05. Upon acceptance of appointment by a successor Trustee as provided in this Section 9.07, the Servicer shall cooperate to mail notice of the succession of such Trustee hereunder to all Holders of Certificates at their addresses as shown more fully and certainly vest and confirm in the Certificate Register successor trustee all such rights, powers, duties and to each Rating Agency. If the Servicer fail to mail such notice within ten days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Servicerobligations.

Successor Trustee. Any successor Trustee appointed as provided in Section 9.06 11.08 shall execute, acknowledge and deliver to the Servicer Servicer, the 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 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 like effect as if originally named as Trustee hereinTrustee. The predecessor Trustee shall duly assign, transfer, deliver and pay over or cause to be delivered to the successor Trustee the whole of Contracts and the Mortgage Contract Files and any related documents and statements held by it hereunder; and, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required if the Contracts are then held by a Custodian pursuant to effect such transfer and such of the records or copies thereof maintained by a custodial agreement, the predecessor Trustee in and the administration hereof as may be reasonably requested by Custodian shall amend such custodial agreement to make the successor Trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement; provided, however, that if the successor to the predecessor Trustee has been terminated pursuant to thereunder; and the third paragraph of Section 9.06Servicer, all reasonable expenses of the Company and the predecessor Trustee incurred shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in complying with this Section 9.07 the successor Trustee all such rights, powers, duties and obligations. If the predecessor Trustee is then the lender of record for purposes of FHA Insurance (due to an Event of Termination), the predecessor Trustee shall be reimbursed by submit a report to FHA describing the Trusttransfer of the FHA-Insured Contracts without recourse, in such form as is then required under FHA Regulations to cause HUD to transfer to the successor Trustee the FHA insurance reserves applicable to the FHA-Insured Contracts. No successor Trustee shall accept appointment as provided in this Section 9.07 11.09 unless at the time of such appointment acceptance such successor Trustee shall be eligible under the provisions of Section 9.0511.07. Upon acceptance of appointment by a successor Trustee Xxxxxxx as provided in this Section 9.0711.09, the Servicer shall cooperate to mail cause notice of the succession of such Trustee hereunder to all Holders of Certificates be mailed to S&P, to Fitch and to each Certificateholder and the Class C Certificateholder at their addresses as shown in the Certificate Register and to each Rating AgencyRegister. If the Servicer fail fails to mail such notice within ten days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Servicer.

Successor Trustee. Any successor Trustee appointed as provided in pursuant to Section 9.06 10.2 shall execute, acknowledge and deliver to the Servicer Depositor, the Administrator and to its predecessor Trustee an instrument accepting such appointment hereunderunder this Agreement, and thereupon the resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunderunder this Agreement, with like effect as if originally named as Trustee hereinthe Trustee. The predecessor Trustee shall duly assign, transfer, upon payment of its fees and expenses deliver and pay over to the successor Trustee the whole of the Mortgage Files and related all documents and statements and monies held by it hereunder, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement; provided, however, that if and the Depositor and the predecessor Trustee has been terminated pursuant to shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the third paragraph of Section 9.06successor Trustee all such rights, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustpowers, duties and obligations. No successor Trustee shall accept appointment as provided in this Section 9.07 10.3 unless at the time of such appointment acceptance such successor Trustee shall be eligible under the provisions of pursuant to Section 9.0510.1. Upon acceptance of appointment by a successor Trustee as provided in pursuant to this Section 9.0710.3, the Servicer Depositor shall cooperate mail (or shall cause to mail be mailed) notice of the succession successor of such Trustee hereunder to all Holders the Certificateholders, Indenture Trustee, the Noteholders and each of Certificates at their addresses as shown in the Certificate Register and to each Rating AgencyAgencies. If the Servicer Depositor shall fail to mail (or cause to be mailed) such notice within ten 10 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Servicer.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. 40 Amended and Restated Trust Agreement (SDART 2023-4)

Successor Trustee. Any successor Trustee or Trust Administrator appointed as provided in Section 9.06 8.07 shall execute, acknowledge and deliver to the Depositor, the Servicers, the Master Servicer and to its predecessor Trustee or Trust Administrator an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or Trust Administrator shall become effective effective, and such successor TrusteeTrustee or Trust Administrator, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee hereinor Trust Administrator. The Depositor, the Master Servicer, the Servicers and the predecessor Trustee or Trust Administrator shall duly assign, transfer, execute and deliver such instruments and pay over to do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Trustee the whole of the Mortgage Files and related documents and statements held by it hereunderTrust Administrator all such rights, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from all powers, duties and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustobligations. No successor Trustee or Trust Administrator shall accept appointment as provided in this Section 9.07 8.08 unless at the time of such appointment acceptance such successor Trustee or Trust Administrator shall be eligible under the provisions of Section 9.058.06 and the appointment of such successor Trustee or Trust Administrator shall not result in a downgrading of the Regular Certificates by any Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor Trustee or Trust Administrator as provided in this Section 9.078.08, the Servicer successor Trustee or Trust Administrator shall cooperate to mail notice of the succession appointment of such a successor Trustee or Trust Administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency. If Any Person appointed as successor Trust Administrator pursuant to this Agreement shall also be required to serve as successor supplemental interest trust trustee under the Servicer fail to mail such notice within ten days after acceptance of appointment by Interest Rate Swap Agreement and as successor cap trustee under the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the ServicerInterest Rate Cap Agreement.

Successor Trustee. Any successor Trustee appointed as provided in Section 9.06 9.07 shall execute, acknowledge and deliver to the Servicer Depositor, [the Certificate Insurer,] the Administrator and to its predecessor Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee hereinTrustee. The Depositor, the Servicer [, the Certificate Insurer] and the predecessor Trustee shall duly assign, transfer, execute and deliver such instruments and pay over to do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Trustee the whole of the Mortgage Files and related documents and statements held by it hereunderall such rights, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from all powers, duties and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustobligations. No successor Trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment acceptance (i) such successor Trustee shall be eligible under the provisions of Section 9.059.06, (ii) the unsecured long-term debt of such successor Trustee is rated at least “A3” by Moody’s or (iii) the Rating Agencies have confirmed that such successor Trustee will not result in a withdrawal or a downgrading of the then current ratings on the Class [A] and Class [IO] Certificates. The predecessor Trustee shall notify the Rating Agency of the appointment of any successor Trustee. Upon acceptance of appointment by a successor Trustee as provided in this Section 9.07Section, the Servicer shall cooperate to mail notice of the succession of such Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency. If the Servicer fail fails to mail such notice within ten 30 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Servicer. [Notwithstanding anything to the contrary contained herein, so long as no Certificate Insurer Default exists, the appointment of any successor Trustee pursuant to any provision of this Agreement will be subject to the prior written consent of the Certificate Insurer, which consent shall not be unreasonably withheld.]

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

Successor Trustee. Any successor Trustee appointed as provided in pursuant to Section 9.06 10.2 shall execute, acknowledge and deliver to the Servicer Depositor, the Administrator and to its predecessor Trustee an instrument accepting such appointment hereunderunder this Agreement, and thereupon the resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunderunder this Agreement, with like effect as if originally named as Trustee hereinthe Trustee. The predecessor Trustee shall duly assign, transfer, upon payment of its fees and expenses deliver and pay over to the successor Trustee the whole of the Mortgage Files and related all documents and statements and monies held by it hereunder, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement; provided, however, that if and the Depositor and the predecessor Trustee has been terminated pursuant to shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the third paragraph of Section 9.06successor Trustee all such rights, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustpowers, duties and obligations. No successor Trustee shall accept appointment as provided in this Section 9.07 10.3 unless at the time of such appointment acceptance such successor Trustee shall be eligible under the provisions of pursuant to Section 9.0510.1. Upon acceptance of appointment by a successor Trustee as provided in pursuant to this Section 9.0710.3, the Servicer Depositor shall cooperate mail (or shall cause to mail be mailed) notice of the succession successor of such Trustee hereunder to all Holders the Certificateholders, Indenture Trustee, the Noteholders and each of Certificates at their addresses as shown in the Certificate Register and to each Rating AgencyAgencies. If the Servicer Depositor shall fail to mail (or cause to be mailed) such notice within ten 10 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Servicer.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. 40 Amended and Restated Trust Agreement (SDART 2023-6)

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

Successor Trustee. (a) Any successor Trustee trustee appointed as provided in Section 9.06 6.06 shall execute, acknowledge and deliver to the Depositor, the Swap Counterparty, the Cap Counterparty, the Master Servicer and any NIMS Insurer and to its predecessor Trustee trustee (i) an instrument accepting such appointment hereunderhereunder and (ii) if such successor trustee is appointed at any time during the period that a Form 10-K is being filed with respect to the Trust in accordance with the Exchange Act and the rules and regulations of the Commission, the certification required pursuant to the first sentence of Section 6.01(k) indicating which Servicing Criteria are applicable to such successor trustee, and thereupon the resignation or removal of the predecessor Trustee trustee shall become effective and such successor Trustee, trustee without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee trustee herein. The predecessor trustee (or its custodian) shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor Trustee trustee the whole of the Mortgage Files and related documents and statements held by it hereunderentire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed as may be reasonably required necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee trustee in the administration hereof as may be reasonably requested by the successor Trustee trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement; provided. In addition, however, that if the Master Servicer and the predecessor Trustee has been terminated pursuant trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trust. No successor Trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment such successor Trustee shall be eligible under the provisions of Section 9.05. Upon acceptance of appointment by a successor Trustee as provided in this Section 9.07, the Servicer shall cooperate to mail notice of the succession of such Trustee hereunder to all Holders of Certificates at their addresses as shown more fully and certainly vest and confirm in the Certificate Register successor trustee all such rights, powers, duties and to each Rating Agency. If the Servicer fail to mail such notice within ten days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Servicerobligations.

Successor Trustee. Any successor Trustee appointed as provided in pursuant to Section 9.06 10.2 shall execute, acknowledge and deliver to the Servicer Depositor, the Administrator and to its predecessor Trustee an instrument accepting such appointment hereunderunder this Agreement, and thereupon the resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunderunder this Agreement, with like effect as if originally named as Trustee hereinthe Trustee. The predecessor Trustee shall duly assign, transfer, upon payment of its fees and expenses deliver and pay over to the successor Trustee the whole of the Mortgage Files and related all documents and statements and monies held by it hereunder, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement; provided, however, that if and the Depositor and the predecessor Trustee has been terminated pursuant to shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the third paragraph of Section 9.06successor Trustee all such rights, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustpowers, duties and obligations. No successor Trustee shall accept appointment as provided in this Section 9.07 10.3 unless at the time of such appointment acceptance such successor Trustee shall be eligible under the provisions of pursuant to Section 9.0510.1. Upon acceptance of appointment by a successor Trustee as provided in pursuant to this Section 9.0710.3, the Servicer Depositor shall cooperate mail (or shall cause to mail be mailed) notice of the succession successor of such Trustee hereunder to all Holders the Certificateholders, Indenture Trustee, the Noteholders and each of Certificates at their addresses as shown in the Certificate Register and to each Rating AgencyAgencies. If the Servicer Depositor shall fail to mail (or cause to be mailed) such notice within ten (10) days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the ServicerDepositor. 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 appointed as provided in Section 9.06 10.07 shall execute, acknowledge and deliver to the Servicer Depositor and to its predecessor Trustee trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee trustee shall become effective, and such successor trustee shall become effective and such successor Trusteetrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee trustee herein. The predecessor Trustee trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole of the trustee all Mortgage Files and related documents and statements held by it hereunder, together with all and the Depositor, the Servicer and the predecessor trustee shall execute and deliver such instruments of transfer and assignment or do such other documents properly executed things as may reasonably be reasonably required to effect such transfer for more fully and such of the records or copies thereof maintained by the predecessor Trustee certainly vesting and confirming in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from trustee all such rights, powers, duties and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustobligations. 105 No successor Trustee trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment acceptance such successor Trustee trustee shall be eligible under the provisions of Section 9.0510.06. Prior to the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the rating of the Class A or Class M Certificates. Upon acceptance of appointment by a successor Trustee trustee as provided in this Section 9.07Section, the Servicer shall cooperate to mail notice of the succession of such Trustee trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register Register, to the Servicer, any Sub-Servicer and to each Rating Agency. If the Servicer fail Depositor fails to mail such notice within ten (10) days after acceptance of appointment by the successor Trusteetrustee, the successor Trustee trustee shall cause such notice to be mailed at the expense of the ServicerDepositor.

Successor Trustee. Any successor Trustee trustee appointed as provided in Section 9.06 8.07 shall execute, acknowledge and deliver to the Depositor, the NIMS Insurer, the Master 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 Trusteetrustee as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee herein. The predecessor Trustee trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole of the trustee all Mortgage Files and related documents and statements 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), together with all and the Depositor and the predecessor trustee shall execute and deliver such instruments of transfer and assignment or do such other documents properly executed things as may reasonably be reasonably required to effect such transfer for more fully and such of the records or copies thereof maintained by the predecessor Trustee certainly vesting and confirming in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from trustee all such rights, powers, duties and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustobligations. No successor Trustee trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment acceptance such successor Trustee trustee shall be eligible under the provisions of Section 9.058.06 and the appointment of such successor trustee shall not result in a downgrading of any Class of Certificates by each 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 9.07Section, the Servicer Depositor shall cooperate to mail notice of the succession of such Trustee trustee hereunder to the Swap Provider and to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating AgencyRegister. If the Servicer fail Depositor fails to mail such notice within ten 10 days after acceptance of appointment by the successor Trustee, trustee the successor Trustee trustee shall cause such notice to be mailed at the expense of the ServicerDepositor.

Successor Trustee. (a) Any successor Trustee trustee appointed as provided in Section 9.06 6.06 shall execute, acknowledge and deliver to the Depositor and the Master Servicer and any NIMS Insurer and to its predecessor Trustee trustee (i) an instrument accepting such appointment hereunderhereunder and (ii) if such successor trustee is appointed at any time during the period that a Form 10-K is being filed with respect to the Trust in accordance with the Exchange Act and the rules and regulations of the Commission, the certification required pursuant to the first sentence of Section 6.01(k) indicating which Servicing Criteria are applicable to such successor trustee, and thereupon the resignation or removal of the predecessor Trustee trustee shall become effective and such successor Trustee, trustee without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee trustee herein. The predecessor trustee (or its custodian) shall deliver to the successor trustee (or assign to the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor Trustee trustee the whole of the Mortgage Files and related documents and statements held by it hereunderentire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed as may be reasonably required necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee trustee in the administration hereof as may be reasonably requested by the successor Trustee trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement; provided. In addition, however, that if the Master Servicer and the predecessor Trustee has been terminated pursuant trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trust. No successor Trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment such successor Trustee shall be eligible under the provisions of Section 9.05. Upon acceptance of appointment by a successor Trustee as provided in this Section 9.07, the Servicer shall cooperate to mail notice of the succession of such Trustee hereunder to all Holders of Certificates at their addresses as shown more fully and certainly vest and confirm in the Certificate Register successor trustee all such rights, powers, duties and to each Rating Agency. If the Servicer fail to mail such notice within ten days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Servicerobligations.

Successor Trustee. Any B2B, upon giving PFSL or any other agent appointed by it pursuant to section 17 hereof at least 90 days’ written notice or such other period of notice as PFSL or any other agent appointed by it pursuant to section 17 hereof may accept or the Applicable RESP Legislation may dictate (the “Notice Period”), may resign as the trustee of the Plan. PFSL may remove B2B as trustee by giving B2B 30 days’ written notice or such other Notice Period (or no notice if B2B can no longer act as trustee), provided that a successor Trustee trustee has been appointed in writing. If B2B stops being a trustee for any reason, B2B will appoint in writing within that 90 day period or that other Notice Period a successor trustee designated by PFSL. However, if PFSL doesn’t recommend a successor trustee within 60 days, or such other period as provided the Applicable RESP Legislation may dictate, after receiving B2B’s written notice of resignation, B2B may do so. The successor trustee must be a corporation resident in Section 9.06 shall execute, acknowledge Canada and deliver authorized under the laws of the province of each Subscriber’s residence indicated in the Application to carry out its duties and responsibilities as trustee under the Plan. B2B will notify the Minister prior to its resignation hereunder and prior to the Servicer appointment of a replacement trustee in accordance with the terms of the Government Grant agreement between B2B and the Minister. PFSL or any other agent appointed by B2B pursuant to section 17 hereof will notify the Minister prior to effecting B2B’s removal hereunder in accordance with the terms of the Government Grant agreement between PFSL or that agent and the Minister. Notice of the replacement of B2B hereunder will be given by PFSL or B2B to each Subscriber and to its predecessor Trustee an instrument accepting such appointment hereunder, and thereupon the Minister of National Revenue. The replacement trustee will enter into a Government Grant agreement with the Minister. Effective upon the resignation or removal of B2B in accordance with the predecessor Trustee shall become effective foregoing terms, B2B will execute and such successor Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee herein. The predecessor Trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole of the Mortgage Files replacement trustee all conveyances, transfers and related documents and statements held by it hereunder, together with all instruments of transfer and assignment or other documents properly executed further assurances as may be reasonably required necessary or desirable to give effect such transfer and such to the appointment of the records or copies thereof maintained replacement trustee, and the replacement trustee will thereupon agree to be bound by the predecessor Trustee terms hereof (in which case all references herein to B2B will include the replacement trustee). B2B will transfer all books and records and investments of the Plan to the replacement trustee in order to permit the orderly administration of the Plan. However, B2B will not transfer any Government Grant monies in the administration hereof Plan to the replacement trustee until such time as may be reasonably requested the replacement trustee has entered into a Government Grant agreement with the Minister. Notwithstanding any other provision of this Agreement, any trust company resulting from the merger, amalgamation or continuation of B2B or succeeding to substantially all of the trusteeship business of B2B (either by the successor Trustee and sale of such business or otherwise) shall thereupon be discharged from all duties and responsibilities under this Agreement; provided, however, that if automatically become the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trust. No successor Trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment such successor Trustee shall be eligible under the provisions of Section 9.05. Upon acceptance of appointment by a successor Trustee as provided in this Section 9.07, the Servicer shall cooperate to mail notice of the succession of such Trustee replacement trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency. If the Servicer fail to mail such notice within ten days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Servicerwithout further act or formality.

Successor Trustee. Any successor Trustee appointed as provided in Section 9.06 11.08 shall execute, acknowledge and deliver to the Servicer Servicer, the 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 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 like effect as if originally named as Trustee hereinTrustee. The predecessor Trustee shall duly assign, transfer, deliver and pay over or cause to be delivered to the successor Trustee the whole of Contracts and the Mortgage Contract Files and any related documents and statements held by it hereunder; and, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required if the Contracts are then held by a Custodian pursuant to effect such transfer and such of the records or copies thereof maintained by a custodial agreement, the predecessor Trustee in and the administration hereof as may be reasonably requested by Custodian shall amend such custodial agreement to make the successor Trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement; provided, however, that if the successor to the predecessor Trustee has been terminated pursuant to thereunder; and the third paragraph of Section 9.06Servicer, all reasonable expenses of the Company and the predecessor Trustee incurred shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in complying with this Section 9.07 the successor Trustee all such rights, powers, duties and obligations. If the predecessor Trustee is then the lender of record for purposes of FHA Insurance (due to an Event of Termination), the predecessor Trustee shall be reimbursed by submit a report to FHA describing the Trusttransfer of the FHA-Insured Contracts without recourse, in such form as is then required under FHA Regulations to cause HUD to transfer to the successor Trustee the FHA insurance reserves applicable to the FHA-Insured Contracts. No successor Trustee shall accept appointment as provided in this Section 9.07 11.09 unless at the time of such appointment acceptance such successor Trustee shall be eligible under the provisions of Section 9.0511.07. Upon acceptance of appointment by a successor Trustee as provided in this Section 9.0711.09, the Servicer shall cooperate to mail cause notice of the succession of such Trustee hereunder to all Holders of Certificates be mailed to S&P, to Fitch and to each Certificateholder and the Class C Certificateholder at their addresses as shown in the Certificate Register and to each Rating AgencyRegister. If the Servicer fail fails to mail such notice within ten days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Servicer.

Successor Trustee. Any successor Trustee appointed as provided in Section 9.06 11.08 shall execute, acknowledge and deliver to the Servicer Servicer, the 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, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee hereinTrustee. The predecessor Trustee shall duly assign, transfer, deliver and pay over or cause to be delivered to the successor Trustee the whole of Contracts and the Mortgage Contract Files and any related documents and statements held by it hereunder; and, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required if the Contracts are then held by a Custodian pursuant to effect such transfer and such of the records or copies thereof maintained by a custodial agreement, the predecessor Trustee in and the administration hereof as may be reasonably requested by Custodian shall amend such custodial agreement to make the successor Trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement; provided, however, that if the successor to the predecessor Trustee has been terminated pursuant to thereunder; and the third paragraph of Section 9.06Servicer, all reasonable expenses of the Company and the predecessor Trustee incurred shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in complying with this Section 9.07 the successor Trustee all such rights, powers, duties and obligations. If the predecessor Trustee is then the lender of record for purposes of FHA Insurance (due to an Event of Termination), the predecessor Trustee shall be reimbursed by submit a report to FHA describing the Trusttransfer of the FHA-Insured Contracts without recourse, in such form as is then required under FHA Regulations to cause HUD to transfer to the successor Trustee the FHA insurance reserves applicable to the FHA-Insured Contracts. No successor Trustee shall accept appointment as provided in this Section 9.07 11.09 unless at the time of such appointment acceptance such successor Trustee shall be eligible under the provisions of Section 9.0511.07. Upon acceptance of appointment by a successor Trustee Xxxxxxx as provided in this Section 9.0711.09, the Servicer shall cooperate to mail cause notice of the succession of such Trustee hereunder to all Holders of Certificates be mailed to S&P, to Fitch and to each Certificateholder and the Class C Certificateholder at their addresses as shown in the Certificate Register and to each Rating AgencyRegister. If the Servicer fail fails to mail such notice within ten days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Servicer.

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

Successor Trustee. Any successor Trustee trustee appointed as provided in Section 9.06 8.07 shall execute, acknowledge and deliver to the Depositor, the NIMS Insurer, the Master 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 Trusteetrustee as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee herein. The predecessor Trustee trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole of the trustee all Mortgage Files and related documents and statements 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), together with all and the Depositor and the predecessor trustee shall execute and deliver such instruments of transfer and assignment or do such other documents properly executed things as may reasonably be reasonably required to effect such transfer for more fully and such of the records or copies thereof maintained by the predecessor Trustee certainly vesting and confirming in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from trustee all such rights, powers, duties and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustobligations. No successor Trustee trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment acceptance such successor Trustee trustee shall be eligible under the provisions of Section 9.058.06 and the appointment of such successor trustee shall not result in a downgrading of any Class of Certificates by each 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 9.07Section, the Servicer Depositor shall cooperate to mail notice of the succession of such Trustee trustee hereunder to the Swap Provider and to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating AgencyRegister. If the Servicer fail Depositor fails to mail such notice within ten 10 days after acceptance of appointment by the successor Trustee, trustee the successor Trustee trustee shall cause such notice to be mailed at the expense of the Servicer.Depositor. 169

Successor Trustee. Any successor Trustee or Trust Administrator appointed as provided in Section 9.06 8.07 shall execute, acknowledge and deliver to the Depositor, the Servicer, the Master Servicer and to its predecessor Trustee or Trust Administrator an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or Trust Administrator shall become effective effective, and such successor TrusteeTrustee or Trust Administrator, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee hereinor Trust Administrator. The Depositor, the Master Servicer, the Servicer and the predecessor Trustee or Trust Administrator shall duly assign, transfer, execute and deliver such instruments and pay over to do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Trustee the whole of the Mortgage Files and related documents and statements held by it hereunderTrust Administrator all such rights, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from all powers, duties and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustobligations. No successor Trustee or Trust Administrator shall accept appointment as provided in this Section 9.07 8.08 unless at the time of such appointment acceptance such successor Trustee or Trust Administrator shall be eligible under the provisions of Section 9.058.06 and the appointment of such successor Trustee or Trust Administrator shall not result in a downgrading of the Regular Certificates by any Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor Trustee or Trust Administrator as provided in this Section 9.078.08, the Servicer successor Trustee or Trust Administrator shall cooperate to mail notice of the succession appointment of such a successor Trustee or Trust Administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency. If the Servicer fail to mail such notice within ten days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Servicer.

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

Successor Trustee. Any successor Trustee trustee appointed as provided in Section 9.06 8.07 shall execute, acknowledge and deliver to the Depositor, the NIMS Insurer, the Master 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 Trusteetrustee as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee herein. The predecessor Trustee trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole of the trustee all Mortgage Files and related documents and statements 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), together with all and the Depositor and the predecessor trustee shall execute and deliver such instruments of transfer and assignment or do such other documents properly executed things as may reasonably be reasonably required to effect such transfer for more fully and such of the records or copies thereof maintained by the predecessor Trustee certainly vesting and confirming in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from trustee all such rights, powers, duties and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustobligations. No successor Trustee trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment acceptance such successor Trustee trustee shall be eligible under the provisions of Section 9.058.06 and the appointment of such successor trustee shall not result in a downgrading of any Class of Certificates by each 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 9.07Section, the Servicer Depositor shall cooperate to mail notice of the succession of such Trustee trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating AgencyRegister. If the Servicer fail Depositor fails to mail such notice within ten 10 days after acceptance of appointment by the successor Trustee, trustee the successor Trustee trustee shall cause such notice to be mailed at the expense of the Servicer.Depositor. 184

Successor Trustee. Any successor Trustee appointed as provided in Section 9.06 11.07 shall execute, acknowledge and deliver to the Servicer Servicer, the 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, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee hereinTrustee. The predecessor Trustee shall duly assign, transfer, deliver and pay over or cause to be delivered to the successor Trustee the whole of the Mortgage Contracts, Contract Files and Land-and-Home Contract Files and any related documents and statements held by it hereunder; and, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required if the Land-and-Home Contract Files are then held by a custodian pursuant to effect such transfer and such of the records or copies thereof maintained by a custodial agreement, the predecessor Trustee in and the administration hereof as may be reasonably requested by custodian shall amend such custodial agreement to make the successor Trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement; provided, however, that if the successor to the predecessor Trustee has been terminated pursuant to thereunder; and the third paragraph of Section 9.06Servicer, all reasonable expenses of the Company and the predecessor Trustee incurred shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in complying with this Section 9.07 shall be reimbursed by the Trustsuccessor Trustee all such rights, powers, duties and obligations. No successor Trustee shall accept appointment as provided in this Section 9.07 11.08 unless at the time of such appointment acceptance such successor Trustee shall be eligible under the provisions of Section 9.0511.06. Upon acceptance of appointment by a successor Trustee Xxxxxxx as provided in this Section 9.0711.08, the Servicer shall cooperate to mail cause notice of the succession of such Trustee hereunder to all Holders of Certificates be mailed to each Certificateholder and Class C Certificateholder at their addresses as shown in the Certificate Register and to each Rating AgencyRegister. If the Servicer fail fails to mail such notice within ten days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Servicer.

Successor Trustee. Any successor Trustee trustee appointed as provided in Section 9.06 8.07 shall execute, acknowledge and deliver to the Servicer 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 trustee shall become effective and such successor Trusteetrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee trustee herein. The predecessor Trustee trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole of the trustee all Mortgage Files and related documents and statements 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), together with all and the Depositor and the predecessor trustee shall execute and deliver such instruments of transfer and assignment or do such other documents properly executed things as may reasonably be reasonably required to effect such transfer for more fully and such of the records or copies thereof maintained by the predecessor Trustee certainly vesting and confirming in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from trustee all such rights, powers, duties and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustobligations. No successor Trustee trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment acceptance such successor Trustee trustee shall be eligible under the provisions of Section 9.058.06 and the appointment of such successor trustee shall not result in a downgrading of any Class of 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 Section 9.07Section, the Servicer Depositor shall cooperate to mail notice of the succession of such Trustee trustee hereunder to the Certificate Insurer and to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating AgencyRegister. If the Servicer fail Depositor fails to mail such notice within ten 10 days after acceptance of appointment by the successor Trusteetrustee, the successor Trustee trustee shall cause such notice to be mailed at the expense of the ServicerDepositor. 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 trustee appointed as provided in Section 9.06 8.07 hereof shall execute, acknowledge and deliver to the Servicer and to Depositor, its predecessor Trustee trustee and the Master Servicer an instrument accepting such appointment hereunder, hereunder and thereupon the resignation or removal of the predecessor Trustee trustee shall become effective and such successor Trusteetrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee trustee herein. The predecessor Trustee In addition, if the Corridor Contract is still outstanding, the Person appointed as successor trustee shall duly assignexecute, transfer, acknowledge and deliver and pay over to the predecessor trustee, CHL and the Master Servicer an instrument accepting the appointment as successor Trustee Corridor Contract Administrator under the whole of Corridor Contract Administration Agreement. Similarly, if the Mortgage Files Swap Contract is still outstanding, the Person appointed as successor trustee shall execute, acknowledge and related documents and statements held by it hereunder, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required deliver to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee in trustee, CHL and the administration hereof Master Servicer an instrument accepting the appointment as may be reasonably requested by the successor Swap Trustee and shall thereupon be discharged from all duties and responsibilities as Swap Contract Administrator under this the Swap Contract Administration Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trust. No successor Trustee trustee shall accept appointment as provided in this Section 9.07 8.08 unless at the time of such appointment acceptance such successor Trustee trustee shall be eligible under the provisions of Section 9.058.06 hereof, is reasonably acceptable to the Certificate Insurer and the NIM Insurer, its appointment shall not adversely affect the then-current ratings of the Certificates (without regard to the Certificate Insurance Policy, in the case of the Class A Certificates) and has provided to the Depositor in writing and in form and substance reasonably satisfactory to the 141 Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee. Upon acceptance of appointment by a successor Trustee trustee as provided in this Section 9.078.08, the Servicer Depositor shall cooperate to mail notice of the succession of such Trustee trustee hereunder to the Certificate Insurer, the NIM Insurer and all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating AgencyCertificates. If the Servicer fail Depositor fails to mail such notice within ten days after acceptance of appointment by the successor Trusteetrustee, the successor Trustee trustee shall cause such notice to be mailed at the expense of the ServicerDepositor.

Successor Trustee. Any successor Trustee trustee appointed as provided in Section 9.06 8.07 shall execute, acknowledge and deliver to the Servicer Depositor, the NIMS Insurer, the Trustee 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, trustee without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee trustee herein. The predecessor Trustee trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole of the trustee all Mortgage Files and related 147 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), together with all and the Depositor and the predecessor trustee shall execute and deliver such instruments of transfer and assignment or do such other documents properly executed things as may reasonably be reasonably required to effect such transfer for more fully and such of the records or copies thereof maintained by the predecessor Trustee certainly vesting and confirming in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from trustee all such rights, powers, duties and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustobligations. No successor Trustee trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment acceptance such successor Trustee trustee shall be eligible under the provisions of Section 9.058.06 and the appointment of such successor trustee shall not result in a downgrading of any Class of 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 Section 9.07Section, the Servicer Depositor shall cooperate to mail notice of the succession of such Trustee trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating AgencyRegister. If the Servicer fail Depositor fails to mail such notice within ten 10 days after acceptance of appointment by the successor Trusteetrustee, the successor Trustee trustee shall cause such notice to be mailed at the expense of the ServicerDepositor.

Successor Trustee. Any successor Trustee trustee appointed as provided in Section 9.06 10.07 shall execute, acknowledge and deliver to the Servicer Depositor and to its predecessor Trustee trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee trustee shall become effective, and such successor trustee shall become effective and such successor Trusteetrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee trustee herein. The predecessor Trustee trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole of the trustee all Mortgage Files and related documents and statements held by it hereunder, together with all and the Depositor, the Servicer and the predecessor trustee shall execute and deliver such instruments of transfer and assignment or do such other documents properly executed things as may reasonably be reasonably required to effect such transfer 184 for more fully and such of the records or copies thereof maintained by the predecessor Trustee certainly vesting and confirming in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from trustee all such rights, powers, duties and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustobligations. No successor Trustee trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment acceptance such successor Trustee trustee shall be eligible under the provisions of Section 9.0510.06. Prior to the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the rating of the Class A or Class M Certificates. Upon acceptance of appointment by a successor Trustee trustee as provided in this Section 9.07Section, the Servicer shall cooperate to mail notice of the succession of such Trustee trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register Register, to the Servicer, any Sub-Servicer and to each Rating Agency. If the Servicer fail Depositor fails to mail such notice within ten (10) days after acceptance of appointment by the successor Trusteetrustee, the successor Trustee trustee shall cause such notice to be mailed at the expense of the ServicerDepositor.

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

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

Successor Trustee. Any successor Trustee trustee appointed as provided in Section 9.06 8.06 shall execute, acknowledge and deliver to the Servicer Transferor, 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 and the appointment of such successor trustee shall become effective and such successor Trusteetrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee trustee herein. The predecessor Trustee trustee upon payment of its then unpaid charges, if any, shall execute and deliver an instrument transferring to such successor trustee all of the rights, powers and trusts of the predecessor trustee, and shall duly assign, transfertransfer and deliver to such successor trustee all property and money held by such predecessor trustee and the Transferor, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and pay over to do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee the whole of the Mortgage Files and related documents and statements held by it hereundertrustee all such rights, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from all powers, duties and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustobligations. No successor Trustee trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment acceptance such successor Trustee trustee shall be eligible under the provisions of Section 9.058.05. Upon acceptance of appointment by a successor Trustee trustee as provided in this Section 9.07Section, the Servicer successor trustee shall cooperate to mail notice of the succession of such Trustee trustee hereunder to each Rating Agency and all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating AgencyRegister. If the Servicer fail successor trustee fails to mail such notice within ten days after acceptance of appointment by the successor Trusteetrustee, the successor Trustee Master Servicer shall cause such notice to be mailed at the expense of the Servicersuccessor trustee.

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

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

Successor Trustee. Any successor Trustee trustee appointed as provided in Section 9.06 10.07 shall execute, acknowledge and deliver to the Servicer Depositor and to its predecessor Trustee trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee trustee shall become effective, and such successor trustee shall become effective and such successor Trusteetrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee trustee herein. The predecessor Trustee trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole of the trustee all Mortgage Files and related documents and statements held by it hereunder, together with all and the Depositor, the Servicer and the predecessor trustee shall execute and deliver such instruments of transfer and assignment or do such other documents properly executed things as may reasonably be reasonably required to effect such transfer for more fully and such of the records or copies thereof maintained by the predecessor Trustee certainly vesting and confirming in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from trustee all such rights, powers, duties and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustobligations. No successor Trustee trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment acceptance such successor Trustee trustee shall be eligible under the provisions of Section 9.0510.06. Prior to the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the rating of the Class A or Class M Certificates. Upon acceptance of appointment by a successor Trustee trustee as provided in this Section 9.07Section, the Servicer shall cooperate to mail notice of the succession of such Trustee trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register Register, to the Servicer, any Sub-Servicer and to each Rating Agency. If the Servicer fail Depositor fails to mail such notice within ten (10) days after acceptance of appointment by the successor Trusteetrustee, the successor Trustee trustee shall cause such notice to be mailed at the expense of the Servicer.Depositor. 102

Successor Trustee. Any successor Trustee appointed as ------------------ provided in Section 9.06 11.07 shall execute, acknowledge and deliver to the Servicer, the Backup Servicer and the Originator and to its predecessor Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee hereinTrustee. The predecessor Trustee shall duly assign, transfer, deliver and pay over or cause to be delivered to the successor Trustee the whole of the Mortgage Contracts, Contract Files and Land-and-Home Contract Files and any related documents and statements held by it hereunder; and, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required if the Land-and-Home Contract Files are then held by a custodian pursuant to effect such transfer and such of the records or copies thereof maintained by a custodial agreement, the predecessor Trustee in and the administration hereof as may be reasonably requested by custodian shall amend such custodial agreement to make the successor Trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement; provided, however, that if the successor to the predecessor Trustee has been terminated pursuant to thereunder; and the third paragraph of Section 9.06Servicer, all reasonable expenses of the Originator and the predecessor Trustee incurred shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in complying with this Section 9.07 shall be reimbursed by the Trustsuccessor Trustee all such rights, powers, duties and obligations. No successor Trustee shall accept appointment as provided in this Section 9.07 11.08 unless at the time of such appointment acceptance such successor Trustee shall be eligible under the provisions of Section 9.0511.06. Upon acceptance of appointment by a successor Trustee as provided in this Section 9.0711.08, the Servicer shall cooperate to mail cause notice of the succession of such Trustee hereunder to all Holders of Certificates be mailed to each Certificateholder at their addresses as shown in the Certificate Register and to each Rating AgencyRegister. If the Servicer fail fails to mail such notice within ten days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Servicer.

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

Successor Trustee. Any successor Trustee trustee appointed as provided in Section 9.06 8.07 shall execute, acknowledge and deliver to the Servicer Depositor, the NIMS Insurer, 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, trustee without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee trustee herein. The predecessor Trustee trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole of the trustee all Mortgage Files and related documents and statements 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), together with all and the Depositor and the predecessor trustee shall execute and deliver such instruments of transfer and assignment or do such other documents properly executed things as may reasonably be reasonably required to effect such transfer for more fully and such of the records or copies thereof maintained by the predecessor Trustee certainly vesting and confirming in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from trustee all such rights, powers, duties and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustobligations. No successor Trustee trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment acceptance such successor Trustee trustee shall be eligible under the provisions of Section 9.058.06 and the appointment of such successor trustee shall not result in a downgrading of any Class of Certificates (without regard to the Policy) by each 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 9.07Section, the Servicer Depositor shall cooperate to mail notice of the succession of such Trustee trustee hereunder to the Certificate Insurer and all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating AgencyRegister. If the Servicer fail Depositor fails to mail such notice within ten 10 days after acceptance of appointment by the successor Trusteetrustee, the successor Trustee trustee shall cause such notice to be mailed at the expense of the ServicerDepositor.

Successor Trustee. Any successor Trustee appointed as provided in Section 9.06 11.08 shall execute, acknowledge and deliver to the Servicer Servicer, the 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 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 like effect as if originally named as Trustee hereinTrustee. The predecessor Trustee shall duly assign, transfer, deliver and pay over or cause to be delivered to the successor Trustee the whole of Contracts and the Mortgage Contract Files and any related documents and statements held by it hereunder; and, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required if the Contracts are then held by a Custodian pursuant to effect such transfer and such of the records or copies thereof maintained by a custodial agreement, the predecessor Trustee in and the administration hereof as may be reasonably requested by Custodian shall amend such custodial agreement to make the successor Trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement; provided, however, that if the successor to the predecessor Trustee has been terminated pursuant to thereunder; and the third paragraph of Section 9.06Servicer, all reasonable expenses of the Company and the predecessor Trustee incurred shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in complying with this Section 9.07 the successor Trustee all such rights, powers, duties and obligations. If the predecessor Trustee is then the lender of record for purposes of FHA Insurance (due to an Event of Termination), the predecessor Trustee shall be reimbursed by submit a report to FHA describing the Trusttransfer of the FHA-Insured Contracts without recourse, in such form as is then required under FHA Regulations to cause HUD to transfer to the successor Trustee the FHA insurance reserves applicable to the FHA-Insured Contracts. No successor Trustee shall accept appointment as provided in this Section 9.07 11.09 unless at the time of such appointment acceptance such successor Trustee shall be eligible under the provisions of Section 9.0511.07. Upon acceptance of appointment by a successor Trustee as provided in this Section 9.0711.09, the Servicer shall cooperate to mail cause notice of the succession of such Trustee hereunder to all Holders of Certificates be mailed to S&P, to Fitch and to each Certificateholder at their addresses as shown in the Certificate Register and to each Rating AgencyRegister. If the Servicer fail fails to mail such notice within ten days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Servicer.

Successor Trustee. Any successor Trustee trustee appointed as provided in Section 9.06 10.07 shall execute, acknowledge and deliver to the Servicer Depositor and to its predecessor Trustee trustee an instrument 140 accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee trustee shall become effective, and such successor trustee shall become effective and such successor Trusteetrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee trustee herein. The predecessor Trustee trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole of the trustee all Mortgage Files and related documents and statements held by it hereunder, together with all and the Depositor, the Servicer and the predecessor trustee shall execute and deliver such instruments of transfer and assignment or do such other documents properly executed things as may reasonably be reasonably required to effect such transfer for more fully and such of the records or copies thereof maintained by the predecessor Trustee certainly vesting and confirming in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from trustee all such rights, powers, duties and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustobligations. No successor Trustee trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment acceptance such successor Trustee trustee shall be eligible under the provisions of Section 9.0510.06. Prior to the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the rating of the Class A or Class M Certificates. Upon acceptance of appointment by a successor Trustee trustee as provided in this Section 9.07Section, the Servicer shall cooperate to mail notice of the succession of such Trustee trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register Register, to the Servicer, any Sub-Servicer and to each Rating Agency. If the Servicer fail Depositor fails to mail such notice within ten (10) days after acceptance of appointment by the successor Trusteetrustee, the successor Trustee trustee shall cause such notice to be mailed at the expense of the ServicerDepositor.

Successor Trustee. Any successor Trustee trustee appointed as provided in Section 9.06 8.07 hereof shall execute, acknowledge and deliver to the Servicer and to Depositor, its predecessor Trustee trustee and the Master Servicer an instrument accepting such appointment hereunder, hereunder and thereupon the resignation or removal of the predecessor Trustee trustee shall become effective and such successor Trusteetrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee trustee herein. The predecessor Trustee In addition, if the Corridor Contract is still outstanding, the Person appointed as 128 successor trustee shall duly assignexecute, transfer, acknowledge and deliver and pay over to the predecessor trustee, CHL and the Master Servicer an instrument accepting the appointment as successor Trustee Corridor Contract Administrator under the whole of the Mortgage Files and related documents and statements held by it hereunder, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from all duties and responsibilities under this Corridor Contract Administration Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trust. No successor Trustee trustee shall accept appointment as provided in this Section 9.07 8.08 unless at the time of such appointment acceptance such successor Trustee trustee shall be eligible under the provisions of Section 9.058.06 hereof, is reasonably acceptable to the Certificate Insurer and the NIM Insurer, its appointment shall not adversely affect the then-current ratings of the Certificates (without regard to the Certificate Insurance Policy, in the case of the Class A Certificates) and has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee. Upon acceptance of appointment by a successor Trustee trustee as provided in this Section 9.078.08, the Servicer Depositor shall cooperate to mail notice of the succession of such Trustee trustee hereunder to the Certificate Insurer, the NIM Insurer and all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating AgencyCertificates. If the Servicer fail Depositor fails to mail such notice within ten days after acceptance of appointment by the successor Trusteetrustee, the successor Trustee trustee shall cause such notice to be mailed at the expense of the ServicerDepositor.

Successor Trustee. Any successor Trustee appointed as provided in Section 9.06 shall execute, acknowledge and deliver to the Servicer and to its predecessor Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee herein. The predecessor Trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole of the Mortgage Files and related documents and statements held by it hereunderhereunder (or direct a Custodian to deliver such Mortgage Files and related documents and statements), together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from all duties and responsibilities under this AgreementAgreement (other than pursuant to Section 3.20 hereunder). All costs associated with the appointment of a successor Trustee shall be paid to the Person that incurred them by the predecessor Trustee. Without limiting the predecessor Trustee's obligation, if the predecessor Trustee fails to pay such costs, such costs shall be reimbursed by the Trust; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the TrustTrust to the Person that incurred them. No successor Trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment such successor Trustee shall be eligible under the provisions of Section 9.05. Upon acceptance of appointment by a successor Trustee as provided in this Section 9.07, the Servicer shall cooperate to mail notice of the succession of such Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency. If the Servicer fail fails to mail such notice within ten days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Servicer. The predecessor Trustee and successor Trustee shall notify the Depositor of any such appointment at least two Business Days prior to the effective date thereof and shall provide the Depositor with all information required by the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K not later than the effective date of such appointment.

Successor Trustee. Any successor Trustee appointed as provided in Section 9.06 shall section 8.7 will execute, acknowledge and deliver to the Servicer CitiMortgage and to its predecessor Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee shall will become effective and such successor Trustee, without any further act, deed or conveyance, shall will become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, hereunder with like effect as if originally named as Trustee hereinTrustee. The predecessor Trustee shall duly assign, transfer, will deliver and pay over to the successor Trustee the whole of the Mortgage Files all mortgage files and related documents and statements held by it hereunder; and, together with all instruments of transfer and assignment if any mortgage notes or other mortgage documents properly executed as may be reasonably required are then held by the Mortgage Note Custodian or Mortgage Document Custodian, respectively, pursuant to effect such transfer and such of the records or copies thereof maintained by a Mortgage Document Custodial Agreement, the predecessor Trustee in and the administration hereof Mortgage Note Custodian or the Mortgage Document Custodian, as the case may be reasonably requested by be, will amend such Mortgage Document Custodial 101 Agreement to make the successor Trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement; provided, however, that if the successor to the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of thereunder; and CitiMortgage and the predecessor Trustee incurred will execute and deliver such instruments and do other such things as may reasonably be required for fully and certainly vesting and confirming in complying with this Section 9.07 shall be reimbursed by the Trustsuccessor Trustee all such rights, powers, duties and obligations. No successor Trustee shall will accept appointment as provided in this Section 9.07 section 8.8 unless at the time of such appointment acceptance such successor Trustee shall will be eligible under the provisions of Section 9.05section 8.6. Upon acceptance of appointment by a successor Trustee as provided in this Section 9.07section 8.8, the Servicer shall cooperate to CitiMortgage will mail notice of the succession of such Trustee hereunder to all Holders holders of Certificates certificates at their addresses as shown in the Certificate Register Register, and to each Rating Agencyany Insurer. If the Servicer fail CitiMortgage fails to mail such notice within ten 10 days after acceptance of appointment by the successor Trustee, the successor Trustee shall will cause such notice to be mailed at the expense of the ServicerCitiMortgage.

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

Successor Trustee. Any successor Trustee appointed as provided in Section 9.06 8.07 shall execute, acknowledge and deliver to the Servicer Depositor, the Administrator and to its predecessor Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee hereinTrustee. The predecessor successor Trustee shall duly assignshall, transfer, deliver and pay over at least 30 days prior to the successor Trustee effective date of its acceptance, provide to the whole of Depositor and the Mortgage Files Servicer written notice in form and related documents substance reasonably satisfactory to the Depositor and statements held by it hereunder, together with the Servicer containing all instruments of transfer and assignment or other documents properly executed as may be reasonably required to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee in the administration hereof as may be information reasonably requested by the successor Trustee Depositor and shall thereupon be discharged from all duties the Servicer in order for the Depositor to comply with its reporting obligations under Item 6.02 of Form 8-K with respect to a replacement of the Trustee. The Depositor, the Servicer and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the third paragraph of Section 9.06successor Trustee all such rights, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustpowers, duties and obligations. No successor Trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment acceptance (i) such successor Trustee shall be eligible under the provisions of Section 9.058.06, and (ii) the unsecured long-term debt of such successor Trustee is rated at least “A3” by Mxxxx’x. The successor Trustee shall not accept such appointment if the Rating Agencies have sent written notice to the Depositor that such successor Trustee will result in a withdrawal or a downgrading of the then current ratings on any Class of the Offered Certificates. The predecessor Trustee shall notify the Rating Agency of the appointment of any successor Trustee. Upon acceptance of appointment by a successor Trustee as provided in this Section 9.07Section, the Servicer shall cooperate to mail notice of the succession of such Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency. If the Servicer fail fails to mail such notice within ten 30 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Servicer.

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

Successor Trustee. Any successor Trustee appointed as provided in pursuant to Section 9.06 10.2 shall execute, acknowledge and deliver to the Servicer Administrator and to its predecessor Trustee an instrument accepting such appointment hereunderunder this Agreement, and thereupon the resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor hereunderunder this Agreement, with like effect as if originally named as Trustee hereinthe Trustee. Such instrument shall identify the situs of the Trust, locations where payments will be made and/or received, and where bank accounts will be maintained for purposes of Section 2.9 hereof, if such locations are to change following such appointment. As of the effective date of such instrument, Section 2.9 hereof shall be read to include such locations identified in such instrument. The predecessor Trustee shall duly assign, transfer, upon payment of its fees and expenses deliver and pay over to the successor Trustee the whole of the Mortgage Files and related all documents and statements and monies held by it hereunder, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement; provided, however, that if and the Administrator and the predecessor Trustee has been terminated pursuant to shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the third paragraph of Section 9.06successor Trustee all such rights, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustpowers, duties and obligations. No successor Trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment acceptance such successor Trustee shall be eligible under the provisions of pursuant to Section 9.0510.1. Upon acceptance of appointment by a successor Trustee as provided in pursuant to this Section 9.07Section, the Servicer Administrator shall cooperate to mail notice of the succession of such Trustee hereunder appointment to all Holders of Certificates at their addresses as shown in Certificateholders, the Certificate Register Indenture Trustee, the Counterparty, the Noteholders and to each the Rating AgencyAgencies. If the Servicer Administrator shall fail to mail such notice within ten 10 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the ServicerAdministrator. Any successor Trustee shall file an amendment to the Certificate of Trust as required by the Statutory Trust Act.

Successor Trustee. Any successor Trustee appointed as provided in Section 9.06 8.07 shall execute, acknowledge and deliver to the Servicer Depositor, the Administrator and to its predecessor Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee hereinTrustee. The predecessor successor Trustee shall duly assignshall, transfer, deliver and pay over at least 30 days prior to the successor Trustee effective date of its acceptance, provide to the whole of Depositor and the Mortgage Files Servicer written notice in form and related documents substance reasonably satisfactory to the Depositor and statements held by it hereunder, together with the Servicer containing all instruments of transfer and assignment or other documents properly executed as may be reasonably required to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee in the administration hereof as may be information reasonably requested by the successor Trustee Depositor and shall thereupon be discharged from all duties the Servicer in order for the Depositor to comply with its reporting obligations under Item 6.02 of Form 8-K with respect to a replacement of the Trustee. The Depositor, the Servicer and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the third paragraph of Section 9.06successor Trustee all such rights, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustpowers, duties and obligations. No successor Trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment acceptance (i) such successor Trustee shall be eligible under the provisions of Section 9.058.06, and (ii) the unsecured long-term debt of such successor Trustee is rated at least “A3” by Moody’s. The successor Trustee shall not accept such appointment if the Rating Agencies have sent written notice to the Depositor that such successor Trustee will result in a withdrawal or a downgrading of the then current ratings on any Class of the Offered Certificates. The predecessor Trustee shall notify the Rating Agency of the appointment of any successor Trustee. Upon acceptance of appointment by a successor Trustee as provided in this Section 9.07Section, the Servicer shall cooperate to mail notice of the succession of such Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency. If the Servicer fail fails to mail such notice within ten 30 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Servicer.

Successor Trustee. Any successor Trustee trustee appointed as provided in Section 9.06 8.07 shall execute, acknowledge and deliver to the Certificateholders, [THE CERTIFICATE INSURER,] 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 Trusteetrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee trustee herein. The predecessor Trustee trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole of the trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a custodian, which shall become the agent of any successor trustee hereunder), together with all and 136 145 the Seller, the Servicer and the predecessor trustee shall execute and deliver such instruments of transfer and assignment or do such other documents properly executed things as may reasonably be reasonably required to effect such transfer for more fully and such of the records or copies thereof maintained by the predecessor Trustee certainly vesting and confirming in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from trustee all such rights, powers, duties and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustobligations. No successor Trustee trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment acceptance such successor Trustee trustee shall be eligible under the provisions of Section 9.058.06. Upon acceptance of appointment by a successor Trustee trustee as provided in this Section 9.07Section, the Servicer predecessor trustee shall cooperate to mail notice of the succession of such Trustee trustee hereunder to all Holders each Holder of Certificates at their respective addresses as shown in the Certificate Register and to each Rating Agency. If the Servicer fail predecessor trustee fails to mail such notice within ten (10) days after acceptance of appointment by the successor Trusteetrustee, the successor Trustee trustee shall cause such notice to be mailed at the expense of the Servicerresigning trustee.

Successor Trustee. Any successor Trustee trustee appointed as provided in Section 9.06 8.06 shall execute, acknowledge and deliver to the Servicer Transferor, 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 and the appointment of such successor trustee shall become effective and such successor Trusteetrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee trustee herein. The predecessor Trustee trustee upon payment of its then unpaid charges, if any, shall execute and deliver an instrument transferring to such successor trustee all of the rights, powers and trusts of the predecessor trustee, and shall duly assign, transfertransfer and deliver to such successor trustee all property and money held by such predecessor trustee and the Transferor, the Servicer and the predecessor trustee shall execute and deliver such instruments and pay over to do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee the whole of the Mortgage Files and related documents and statements held by it hereundertrustee all such rights, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from all powers, duties and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustobligations. No successor Trustee trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment acceptance such successor Trustee trustee shall be eligible under the provisions of Section 9.058.05. Upon acceptance of appointment by a successor Trustee trustee as provided in this Section 9.07Section, the Servicer successor trustee shall cooperate to mail notice of the succession of such Trustee trustee hereunder to each Rating Agency and all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating AgencyRegister. If the Servicer fail successor trustee fails to mail such notice within ten days after acceptance of appointment by the successor Trusteetrustee, the successor Trustee Servicer shall cause such notice to be mailed at the expense of the Servicersuccessor trustee.

Successor Trustee. Any successor Trustee trustee appointed as provided in Section 9.06 8.07 hereof shall execute, acknowledge and deliver to the Servicer and to Depositor, its predecessor Trustee trustee and the Master Servicer an instrument accepting such appointment hereunder, hereunder and thereupon the resignation or removal of the predecessor Trustee trustee shall become effective and such successor Trusteetrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee trustee herein. The predecessor Trustee In addition, if the Corridor Contract is still outstanding, the Person appointed as successor trustee shall duly assignexecute, transfer, acknowledge and deliver and pay over to the predecessor trustee, CHL and the Master Servicer an instrument accepting the appointment as successor Trustee Corridor Contract Administrator under the whole of Corridor Contract Administration Agreement. In addition, if the Mortgage Files Swap Contract is still outstanding, the Person appointed as successor trustee shall execute, acknowledge and related documents and statements held by it hereunder, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required deliver to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee in trustee, CHL and the administration hereof Master Servicer an instrument accepting the appointment as may be reasonably requested by successor Swap Contract Administrator under the successor Trustee and shall thereupon be discharged from all duties and responsibilities under this Swap Contract Administration Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trust. No successor Trustee trustee shall accept appointment as provided in this Section 9.07 8.08 unless at the time of such appointment acceptance such successor Trustee trustee shall be eligible under the provisions of Section 9.058.06 hereof, is reasonably acceptable to the NIM Insurer and its appointment shall not adversely affect the then-current ratings of the Certificates (without regard to the Class 1-AF Policy, in the case of the Class 1-AF 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 trustee as provided in this Section 9.078.08, the Servicer Depositor shall cooperate to mail notice of the succession of such Trustee trustee hereunder to the NIM Insurer and all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating AgencyCertificates. If the Servicer fail Depositor fails to mail such notice within ten days after acceptance of appointment by the successor Trusteetrustee, the successor Trustee trustee shall cause such notice to be mailed at the expense of the ServicerDepositor.

Successor Trustee. Any successor Trustee trustee appointed as provided in Section 9.06 10.07 shall execute, acknowledge and deliver to the Servicer Depositor and to its predecessor Trustee trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee trustee shall become effective, and such successor trustee shall become effective and such successor Trusteetrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee trustee herein. The predecessor Trustee trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole of the trustee all Mortgage Files and related documents and statements held by it hereunder, together with all and the Depositor, the Servicer and the predecessor trustee shall execute and deliver such instruments of transfer and assignment or do such other documents properly executed things as may reasonably be reasonably required to effect such transfer for more fully and such of the records or copies thereof maintained by the predecessor Trustee certainly vesting and confirming in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from trustee all such rights, powers, duties and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustobligations. No successor Trustee trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment acceptance such successor Trustee trustee shall be eligible under the provisions of Section 9.0510.06. Prior to the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the rating of the Class A or Class M Certificates. Upon acceptance of appointment by a successor Trustee trustee as provided in this Section 9.07Section, the Servicer shall cooperate to mail notice of the succession of such Trustee trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register Register, to the Servicer, any Sub-Servicer and to each Rating Agency. If the Servicer fail Depositor fails to mail such notice within ten (10) days after acceptance of appointment by the successor Trusteetrustee, the successor Trustee trustee shall cause such notice to be mailed at the expense of the Servicer.Depositor. 115

Successor Trustee. Any successor Trustee trustee appointed as provided in Section 9.06 11.7 hereof shall execute, acknowledge and deliver to the Transferor, the Servicer and to its predecessor Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee shall become effective and such successor 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 herein. The predecessor Trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole of the Mortgage Files and related trustee all documents and statements held by it hereunder, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required to effect such transfer the Transferor and such of the records or copies thereof maintained by the predecessor Trustee shall execute and deliver such instruments required or contemplated hereunder or under any Supplement and do such other things as may reasonably be required for fully and certainly vesting and confirming in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from trustee all such rights, powers, duties and responsibilities under this Agreement; provided, however, that if obligations. Thereupon the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses resignation or removal of the predecessor Trustee incurred in complying shall become effective and such successor trustee, without any further act, shall become fully vested with this Section 9.07 shall be reimbursed by all the Trustrights, powers, duties and obligations of its predecessor hereunder and under each Supplement, with like effect as if originally named as Trustee herein and therein. No successor Trustee trustee shall accept appointment as provided in this Section 9.07 11.8 unless at the time of such appointment acceptance such successor Trustee trustee shall be eligible under the provisions of Section 9.0511.6 hereof. Upon acceptance of appointment by a successor Trustee trustee as provided in this Section 9.0711.8, the Servicer such successor trustee shall cooperate to mail notice of the such succession of such Trustee hereunder to each Rating Agency and to all Holders of Certificates Investor Certificateholders at their addresses as shown in the Certificate Register and to each Rating Agency. If the Servicer fail to mail such notice within ten days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the ServicerRegister.

Successor Trustee. (a) Any successor Trustee trustee appointed as provided in Section 9.06 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer and any NIMS Insurer and to its predecessor Trustee trustee (i) an instrument accepting such appointment hereunderhereunder and (ii) if such successor trustee is appointed at any time during the period that a Form 10-K is being filed with respect to the Trust in accordance with the Exchange Act and the rules and regulations of the Commission, the certification required pursuant to the first sentence of Section 6.01(k) indicating which Servicing Criteria are applicable to such successor trustee, and thereupon the resignation or removal of the predecessor Trustee trustee shall become effective and such successor Trustee, trustee without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee trustee herein. The predecessor trustee (or its custodian) shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor Trustee trustee the whole of the Mortgage Files and related documents and statements held by it hereunderentire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed as may be reasonably required necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee trustee in the administration hereof as may be reasonably requested by the successor Trustee trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement; provided. In addition, however, that if the Master Servicer and the predecessor Trustee has been terminated pursuant trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trust. No successor Trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment such successor Trustee shall be eligible under the provisions of Section 9.05. Upon acceptance of appointment by a successor Trustee as provided in this Section 9.07, the Servicer shall cooperate to mail notice of the succession of such Trustee hereunder to all Holders of Certificates at their addresses as shown more fully and certainly vest and confirm in the Certificate Register successor trustee all such rights, powers, duties and to each Rating Agency. If the Servicer fail to mail such notice within ten days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Servicerobligations.

Successor Trustee. Any successor Trustee trustee appointed as provided in Section 9.06 8.07 shall execute, acknowledge and deliver to the Servicer 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 trustee shall become effective and such successor Trusteetrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee trustee herein. The predecessor Trustee trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole of the trustee all Mortgage Files and related documents and statements statements, as well as all moneys, held by it hereunder, together with all and the Depositor and the predecessor trustee shall execute and deliver such instruments of transfer and assignment or do such other documents properly executed things as may reasonably be reasonably required to effect such transfer for more fully and such of the records or copies thereof maintained by the predecessor Trustee certainly vesting and confirming in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from trustee all such rights, powers, duties and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustobligations. No successor Trustee trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment acceptance such successor Trustee trustee shall be eligible under the provisions of Section 9.058.06 and the appointment of such successor trustee shall not result in a downgrading or withdrawal of the rating of any Class of Class A Certificates (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 trustee as provided in this Section 9.07Section, the Servicer Depositor shall cooperate to mail notice of the succession of such Trustee trustee hereunder to the Certificate Insurer, the Rating Agencies and to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating AgencyRegister. If the Servicer fail Depositor fails to mail such notice within ten 10 days after acceptance of appointment by the successor Trusteetrustee, the successor Trustee trustee shall cause such notice to be mailed at the expense of the ServicerDepositor. 101 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 trustee appointed as provided in Section 9.06 8.07 shall execute, acknowledge and deliver to the Servicer 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 trustee shall become effective and such successor Trustee, trustee without any further 153 act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee herein. The predecessor Trustee trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole of the trustee all Mortgage Files and related documents and statements 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), together with all and the Depositor and the predecessor trustee shall execute and deliver such instruments of transfer and assignment or do such other documents properly executed things as may reasonably be reasonably required to effect such transfer for more fully and such of the records or copies thereof maintained by the predecessor Trustee certainly vesting and confirming in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from trustee all such rights, powers, duties and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustobligations. No successor Trustee trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment acceptance such successor Trustee trustee shall be eligible under the provisions of Section 9.058.06 and the appointment of such successor trustee shall not result in a downgrading of any Class of Certificates (without regard to the Certificate Insurance Policy) 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 9.07Section, the Servicer Depositor shall cooperate to mail notice of the succession of such Trustee trustee hereunder to the Certificate Insurer and all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating AgencyRegister. If the Servicer fail Depositor fails to mail such notice within ten 10 days after acceptance of appointment by the successor Trusteetrustee, the successor Trustee trustee shall cause such notice to be mailed at the expense of the ServicerDepositor.

Successor Trustee. Any successor Trustee appointed as provided in Section 9.06 6.07 shall execute, acknowledge and deliver to the Servicer Transferor and to its predecessor Trustee an instrument accepting such appointment hereunderunder this 1997-A Securitization Trust Agreement, and thereupon the resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunderunder this 1997-A Securitization Trust Agreement, with like effect as if originally named as Trustee hereinTrustee. The predecessor Trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole of the Mortgage Files and related all documents and statements held by it hereunder, together with all instruments of transfer under this 1997-A Securitization Trust Agreement; and assignment or other documents properly executed as may be reasonably required to effect such transfer the Transferor and such of the records or copies thereof maintained by the predecessor Trustee in the administration hereof shall execute and deliver such instruments and do such other things as may reasonably be reasonably requested by required for fully and certainly vesting and confirming in the successor Trustee and shall thereupon be discharged from all such rights, powers, duties and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustobligations. No successor Trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment acceptance such successor Trustee shall be eligible under the provisions of Section 9.056.06. Upon acceptance of appointment by a successor Trustee as provided in this Section 9.07Section, the Servicer Transferor shall cooperate to mail cause notice of the succession successor of such Trustee hereunder under this 1997-A Securitization Trust Agreement to be mailed to all Holders of Certificates Certificateholders at their addresses as shown in the Certificate Register and shall give notice by mail to each Rating Agency. If the Servicer fail Transferor fails to mail or cause to be mailed such notice within ten days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the ServicerTransferor.

Successor Trustee. Any successor Trustee trustee appointed as provided in Section 9.06 10.07 shall execute, acknowledge and deliver to the Servicer 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 Trusteetrustee 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 trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole of the trustee all Mortgage Files and related documents and statements held by it hereunder, together with all and the Company, the Servicer, the Certificate Administrator and the predecessor trustee shall execute and deliver such instruments of transfer and assignment or do such other documents properly executed things as may reasonably be reasonably required to effect such transfer for more fully and such of the records or copies thereof maintained by the predecessor Trustee certainly vesting and confirming in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from trustee all such rights, powers, duties and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustobligations. No successor Trustee trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment acceptance such successor Trustee trustee shall be eligible under the provisions of Section 9.0510.06. Prior to the appointment of any successor trustee becoming effective, the Company shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction or withdrawal of the rating of the Certificates. Upon acceptance of appointment by a successor Trustee trustee as provided in this Section 9.07Section, the Servicer Certificate Administrator shall cooperate to mail notice of the succession of such Trustee trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register Register, to the Servicer, any Sub-Servicer and to each Rating Agency. If the Servicer fail Certificate Administrator fails to mail such notice within ten 10 days after acceptance of appointment by the successor Trusteetrustee, the successor Trustee trustee shall cause such notice to be mailed at the expense of the ServicerCertificate Administrator.

Successor Trustee. Any successor Trustee appointed as provided in Section 9.06 11.08 shall execute, acknowledge and deliver to the Servicer Servicer, the 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, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee hereinTrustee. The predecessor Trustee shall duly assign, transfer, deliver and pay over or cause to be delivered to the successor Trustee the whole of Contracts and the Mortgage Contract Files and any related documents and statements held by it hereunder; and, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required if the Contracts are then held by a Custodian pursuant to effect such transfer and such of the records or copies thereof maintained by a custodial agreement, the predecessor Trustee in and the administration hereof as may be reasonably requested by Custodian shall amend such custodial agreement to make the successor Trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement; provided, however, that if the successor to the predecessor Trustee has been terminated pursuant to thereunder; and the third paragraph of Section 9.06Servicer, all reasonable expenses of the Company and the predecessor Trustee incurred shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in complying with this Section 9.07 the successor Trustee all such rights, powers, duties and obligations. If the predecessor Trustee is then the lender of record for purposes of FHA Insurance (due to an Event of Termination), the predecessor Trustee shall be reimbursed by submit a report to FHA describing the Trusttransfer of the FHA-Insured Contracts without recourse, in such form as is then required under FHA Regulations to cause HUD to transfer to the successor Trustee the FHA insurance reserves applicable to the FHA-Insured Contracts. No successor Trustee shall accept appointment as provided in this Section 9.07 11.09 unless at the time of such appointment acceptance such successor Trustee shall be eligible under the provisions of Section 9.0511.07. Upon acceptance of appointment by a successor Trustee Xxxxxxx as provided in this Section 9.0711.09, the Servicer shall cooperate to mail cause notice of the succession of such Trustee hereunder to all Holders of Certificates be mailed to the Rating Agencies and to each Certificateholder and the Class C Certificateholders at their addresses as shown in the Certificate Register and to each Rating AgencyRegister. If the Servicer fail fails to mail such notice within ten days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Servicer.

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

Successor Trustee. Any successor Trustee appointed as provided in Section 9.06 11.07 shall execute, acknowledge and deliver to the Servicer Servicer, the 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, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee hereinTrustee. The predecessor Trustee shall duly assign, transfer, deliver and pay over or cause to be delivered to the successor Trustee the whole of the Mortgage Contracts, Contract Files and Land-and- Home Contract Files and any related documents and statements held by it hereunder; and, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required if the Land-and-Home Contract Files are then held by a custodian pursuant to effect such transfer and such of the records or copies thereof maintained by a custodial agreement, the predecessor Trustee in and the administration hereof as may be reasonably requested by custodian shall amend such custodial agreement to make the successor Trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement; provided, however, that if the successor to the predecessor Trustee has been terminated pursuant to thereunder; and the third paragraph of Section 9.06Servicer, all reasonable expenses of the Company and the predecessor Trustee incurred shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in complying with this Section 9.07 shall be reimbursed by the Trustsuccessor Trustee all such rights, powers, duties and obligations. No successor Trustee shall accept appointment as provided in this Section 9.07 11.08 unless at the time of such appointment acceptance such successor Trustee shall be eligible under the provisions of Section 9.0511.06. Upon acceptance of appointment by a successor Trustee as provided in this Section 9.0711.08, the Servicer shall cooperate to mail cause notice of the succession of such Trustee hereunder to all Holders of Certificates be mailed to each Certificateholder and Class C Certificateholder at their addresses as shown in the Certificate Register and to each Rating AgencyRegister. If the Servicer fail fails to mail such notice within ten days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Servicer.

Successor Trustee. Any Lender, at Lender’s option, with or without cause, may from time to time remove Trustee and appoint a successor Trustee appointed as provided trustee by a Deed of Trust recorded in Section 9.06 shall execute, acknowledge and deliver to the Servicer and to its predecessor Trustee an instrument accepting such appointment hereunder, and thereupon the resignation city or removal county in which this Deed of Trust is recorded. Without conveyance of the predecessor Trustee Trust Estate, the successor trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become fully vested with succeed to all the rightstitle, powerspower and duties conferred upon the Trustee in this Deed of Trust and by applicable law. For purposes of this Deed of Trust, duties and obligations of its predecessor hereunder, with like effect the term “Trustee” means the person identified as if originally named as Trustee herein. The predecessor Trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole of the Mortgage Files and related documents and statements held by it hereunder, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee in the administration hereof as may be reasonably requested first paragraph of this Deed of Trust and any successor trustee appointed by the successor Trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated Lender pursuant to the third paragraph of this Section 9.06, all reasonable expenses or otherwise appointed as permitted by law. [SIGNATURE PAGE FOLLOWS] EXECUTED effective as of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustdate first set forth above. No successor Trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment such successor Trustee shall be eligible under the provisions of Section 9.05. Upon acceptance of appointment by TRUSTOR: LF3 SOUTHAVEN, LLC, a successor Trustee as provided in this Section 9.07Delaware limited liability company By:Lodging Fund REIT III OP, LP, a Delaware limited partnership, its Sole Member By:Lodging Fund REIT III, Inc., a Maryland corporation, its General Partner By: /s/ Katie Cox________________ Name: Xxxxx Xxx Title: Chief Financial Officer ACKNOWLEDGEMENT STATE OF NORTH DAKOTA COUNTY OF CASS Personally appeared before me, the Servicer shall cooperate undersigned authority in and for the said county and state, on this 18th day of February, 2020, within my jurisdiction, the within named Xxxxx Xxx, who proved to mail notice me on the basis of satisfactory evidence to be the person whose name is subscribed in the above and foregoing instrument and acknowledged that he/she executed the same in his/her representative capacity, and that by his/her signature on the instrument, and as the act and deed of the succession person(s) or entity(ies) upon behalf of such Trustee hereunder which he/she acted, executed the above and foregoing instrument, after first having been duly authorized so to all Holders of Certificates at their addresses as shown do. /s/Xxxxxxxx Xxxx Notary Public My commission expires: April 25, 2022 000 Xxxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 DeSoto County EXHIBIT 1.2 LEGAL DESCRIPTION Real property in the Certificate Register and to each Rating AgencyCity of Southaven, County of DeSoto, State of Mississippi, described as follows: PARCEL 1: XXX 0X, XXXX XX 0XX REVISION TO LOT 7G OF THE 6TH REVISION TO SECTION B, BRIARGATE COMMERCIAL SUBDIVISION IN SECTION 31, TOWNSHIP 1 SOUTH, RANGE 7 WEST, DESOTO COUNTY, MISSISSIPPI, AS PER PLAT BOOK 107, PAGE 22 AND THE ORDER TO VACATE AND ALTER PLAT THEREOF RECORDED IN WARRANTY DEED BOOK 652, PAGE 721, IN THE OFFICE OF THE CHANCERY CLERK OF DESOTO COUNTY, MISSISSIPPI. If the Servicer fail to mail such notice within ten days after acceptance of appointment by the successor TrusteePARCEL 2: NON-EXCLUSIVE BENEFICIAL EASEMENTS CONTAINED IN THAT CERTAIN EASEMENTS WITH COVENANTS AND RESTRICTIONS AFFECTING LAND RECORDED IN BOOK 564, the successor Trustee shall cause such notice to be mailed at the expense of the Servicer.PAGE 334, IN THE OFFICE OF THE CHANCERY CLERK OF DESOTO COUNTY, MISSISSIPPI, INCLUDING, BUT NOT LIMITED TO, THE USE OF BRIARGATE WAY, XXXXXX CROSSING, AND HOMEWOOD DRIVE CREATED BY PLAT RECORDED IN PLAT BOOK 107, PAGE 22 AND THE ORDER TO VACATE AND ALTER PLAT THEREOF RECORDED IN WARRANTY DEED BOOK 652, PAGE 721, IN THE OFFICE OF THE CHANCERY CLERK OF DESOTO COUNTY, MISSISSIPPI, FOR INGRESS AND EGRESS. FOR INFORMATIONAL PURPOSES ONLY: The recorded plat is as described in Parcel 1 above. The tax Parcel No. is 1079-3108.0-00007.14. The address is 000 Xxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000. EXHIBIT 1.2(d)

Successor Trustee. Any successor Trustee trustee appointed as provided in Section 9.06 8.07 shall execute, acknowledge and deliver to the Servicer Depositor, the NIMS Insurer, 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, trustee without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee trustee herein. The predecessor Trustee trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole of the trustee all Mortgage Files and related documents and statements 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), together with all and the Depositor and the predecessor trustee shall execute and deliver such instruments of transfer and assignment or do such other documents properly executed things as may reasonably be reasonably required to effect such transfer for more fully and such of the records or copies thereof maintained by the predecessor Trustee certainly vesting and confirming in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from trustee all such rights, powers, duties and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustobligations. No successor Trustee trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment acceptance such successor Trustee trustee shall be eligible under the provisions of Section 9.058.06 and the appointment of such successor trustee shall not result in a downgrading of any Class of 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 Section 9.07Section, the Servicer Depositor shall cooperate to mail notice of the succession of such Trustee trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating AgencyRegister. If the Servicer fail Depositor fails to mail such notice within ten 10 days after acceptance of appointment by the successor Trusteetrustee, the successor Trustee trustee shall cause such notice to be mailed at the expense of the ServicerDepositor.

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

Successor Trustee. Any successor Trustee trustee appointed as provided in Section 9.06 9.07 shall execute, acknowledge and deliver to 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 Trusteetrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee trustee herein. The predecessor Trustee trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole trustee all of the Mortgage Files and related documents and statements held by it hereunder, together with all and the Servicer and the predecessor trustee shall execute and deliver such instruments of transfer and assignment or do such other documents properly executed things as may reasonably be reasonably required to effect such transfer for more fully and such of the records or copies thereof maintained by the predecessor Trustee certainly vesting and confirming in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from trustee all such rights, powers, duties and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustobligations. No successor Trustee trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment acceptance such successor Trustee trustee shall be eligible under the provisions of Section 9.059.06. Upon acceptance of appointment by a successor Trustee trustee as provided in this Section 9.07Section, the Servicer shall cooperate to mail notice of the succession of such Trustee trustee hereunder to [the Certificate Insurer and] all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agencyprovided that the Servicer has received such Certificate Register. If the Servicer fail fails to mail such notice within ten days after acceptance of appointment by the successor Trusteetrustee, the successor Trustee trustee shall cause such notice to be mailed at the expense of the Servicer. [Notwithstanding anything to the contrary contained herein, so long as no Certificate Insurer Default exists, the appointment of any successor trustee pursuant to any provision of this Agreement will be subject to the prior written consent of the Certificate Insurer.]

Successor Trustee. Any successor Trustee appointed as provided in Section 9.06 shall section 8.7 will execute, acknowledge and deliver to the Servicer CitiMortgage and to its predecessor Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee shall will become effective and such successor Trustee, without any further act, deed or conveyance, shall will become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, hereunder with like effect as if originally named as Trustee hereinTrustee. The predecessor Trustee shall duly assign, transfer, will deliver and pay over to the successor Trustee the whole of the Mortgage Files all mortgage files and related documents 100 and statements held by it hereunder; and, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required if any mortgage notes are then held by the Mortgage Note Custodian pursuant to effect such transfer and such of the records or copies thereof maintained by a Mortgage Note Custodial Agreement, the predecessor Trustee in and the administration hereof as may be reasonably requested by Mortgage Note Custodian will amend such Mortgage Note Custodial Agreement to make the successor Trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement; provided, however, that if the successor to the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of thereunder; and CitiMortgage and the predecessor Trustee incurred will execute and deliver such instruments and do other such things as may reasonably be required for fully and certainly vesting and confirming in complying with this Section 9.07 shall be reimbursed by the Trustsuccessor Trustee all such rights, powers, duties and obligations. No successor Trustee shall will accept appointment as provided in this Section 9.07 section 8.8 unless at the time of such appointment acceptance such successor Trustee shall will be eligible under the provisions of Section 9.05section 8.6. Upon acceptance of appointment by a successor Trustee as provided in this Section 9.07section 8.8, the Servicer shall cooperate to CitiMortgage will mail notice of the succession of such Trustee hereunder to all Holders holders of Certificates certificates at their addresses as shown in the Certificate Register Register, to the Rating Agencies and to each Rating Agencyany Insurer. If the Servicer fail CitiMortgage fails to mail such notice within ten 10 days after acceptance of appointment by the successor Trustee, the successor Trustee shall will cause such notice to be mailed at the expense of the ServicerCitiMortgage.

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

Successor Trustee. Any successor Trustee appointed as provided in Section 9.06 9.07 shall execute, acknowledge and deliver to the Servicer 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, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee hereinTrustee. The Depositor, the Master Servicer [, the Certificate Insurer] and the predecessor Trustee shall duly assign, transfer, execute and deliver such instruments and pay over to do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Trustee the whole of the Mortgage Files and related documents and statements held by it hereunderall such rights, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from all powers, duties and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustobligations. No successor Trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment acceptance (i) such successor Trustee shall be eligible under the provisions of Section 9.059.06, (ii) the unsecured long-term debt of such successor Trustee is rated at least "A3" by Moody's or (iii) the Rating Agencies have confirmed that such successor Trustee will not result in a withdrawal or a downgrading of the then current rating on the Class A or Class M Certificates. The predecessor Trustee shall notify the Rating Agency of the appointment of any successor Trustee. Upon acceptance of appointment by a successor Trustee as provided in this Section 9.07Section, the Master Servicer shall cooperate to mail notice of the succession of such Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency. If the Master Servicer fail fails to mail such notice within ten 30 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Master Servicer. [Notwithstanding anything to the contrary contained herein, so long as no Certificate Insurer Default exists, the appointment of any successor Trustee pursuant to any provision of this Agreement will be subject to the prior written consent of the Certificate Insurer, which consent shall not be unreasonably withheld.]

Successor Trustee. Any successor Trustee trustee appointed as provided in Section 9.06 8.07 shall execute, acknowledge and deliver to the Servicer Depositor, the NIMS Insurer, the Certificate Insurer and to its predecessor Trustee trustee an instrument accepting such appointment hereunder, and thereupon the 161 resignation or removal of the predecessor Trustee trustee shall become effective and such successor Trustee, trustee without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee trustee herein. The predecessor Trustee trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole of the trustee all Mortgage Files and related documents and statements 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), together with all and the Depositor and the predecessor trustee shall execute and deliver such instruments of transfer and assignment or do such other documents properly executed things as may reasonably be reasonably required to effect such transfer for more fully and such of the records or copies thereof maintained by the predecessor Trustee certainly vesting and confirming in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from trustee all such rights, powers, duties and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustobligations. No successor Trustee trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment acceptance such successor Trustee trustee shall be eligible under the provisions of Section 9.058.06 and the appointment of such successor trustee shall not result in a downgrading of any Class of Certificates (without regard to the Policy) by each 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 9.07Section, the Servicer Depositor shall cooperate to mail notice of the succession of such Trustee trustee hereunder to the Certificate Insurer and all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating AgencyRegister. If the Servicer fail Depositor fails to mail such notice within ten 10 days after acceptance of appointment by the successor Trusteetrustee, the successor Trustee trustee shall cause such notice to be mailed at the expense of the ServicerDepositor.

Successor Trustee. Any successor Trustee appointed as provided in Section 9.06 11.08 shall execute, acknowledge and deliver to the Servicer Servicer, the Backup Servicer, the Originator and to its predecessor Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee hereinTrustee. The predecessor Trustee shall duly assign, transfer, deliver and pay over or cause to be delivered to the successor Trustee the whole of Loans and the Mortgage Loan Files and any related documents and statements held by it hereunder; and, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required if the Loans are then held by a Custodian pursuant to effect such transfer and such of the records or copies thereof maintained by a custodial agreement, the predecessor Trustee in and the administration hereof as may be reasonably requested by Custodian shall amend such custodial agreement to make the successor Trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement; provided, however, that if the successor to the predecessor Trustee has been terminated pursuant to thereunder; and the third paragraph of Section 9.06Servicer, all reasonable expenses of the Originator and the predecessor Trustee incurred shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in complying with this Section 9.07 shall be reimbursed by the Trustsuccessor Trustee all such rights, powers, duties and obligations. No successor Trustee shall accept appointment as provided in this Section 9.07 11.09 unless at the time of such appointment acceptance such successor Trustee shall be eligible under the provisions of Section 9.0511.07. Upon acceptance of appointment by a successor Trustee Xxxxxxx as provided in this Section 9.0711.09, the Servicer shall cooperate to mail cause notice of the succession of such Trustee hereunder to all Holders of Certificates be mailed to the Rating Agencies and to each Certificateholder and the Class R Certificateholder at their addresses as shown in the Certificate Register and to each Rating AgencyRegister. If the Servicer fail fails to mail such notice within ten days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Servicer.

Successor Trustee. Any successor Trustee or Trust Administrator appointed as provided in Section 9.06 8.07 shall execute, acknowledge and deliver to the Depositor, the Servicer, the Master Servicer and to its predecessor Trustee or Trust Administrator an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or Trust Administrator shall become effective effective, and such successor TrusteeTrustee or Trust Administrator, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee hereinor Trust Administrator. The Depositor, the Master Servicer, the Servicer and the predecessor Trustee or Trust Administrator shall duly assign, transfer, execute and deliver such instruments and pay over to do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Trustee the whole of the Mortgage Files and related documents and statements held by it hereunderTrust Administrator all such rights, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from all powers, duties and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustobligations. No successor Trustee or Trust Administrator shall accept appointment as provided in this Section 9.07 8.08 unless at the time of such appointment acceptance such successor Trustee or Trust Administrator shall be eligible under the provisions of Section 9.058.06 and the appointment of such successor Trustee or Trust Administrator shall not result in a downgrading of the Regular Certificates by any Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor Trustee or Trust Administrator as provided in this Section 9.078.08, the Servicer successor Trustee or Trust Administrator shall cooperate to mail notice of the succession appointment of such a successor Trustee or Trust Administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency. If Any Person appointed as successor Trust Administrator pursuant to this Agreement shall also be required to serve as successor supplemental interest trust trustee under the Servicer fail to mail such notice within ten days after acceptance of appointment by Interest Rate Swap Agreement and as successor cap trustee under the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the ServicerInterest Rate Cap Agreement.

Successor Trustee. Any successor Trustee trustee appointed as provided in Section 9.06 10.07 shall execute, acknowledge and deliver to the Servicer Depositor and to its predecessor Trustee trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee 141 trustee shall become effective, and such successor trustee shall become effective and such successor Trusteetrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee trustee herein. The predecessor Trustee trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole of the trustee all Mortgage Files and related documents and statements held by it hereunder, together with all and the Depositor, the Servicer and the predecessor trustee shall execute and deliver such instruments of transfer and assignment or do such other documents properly executed things as may reasonably be reasonably required to effect such transfer for more fully and such of the records or copies thereof maintained by the predecessor Trustee certainly vesting and confirming in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from trustee all such rights, powers, duties and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustobligations. No successor Trustee trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment acceptance such successor Trustee trustee shall be eligible under the provisions of Section 9.0510.06. Prior to the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the rating of the Class A or Class M Certificates. Upon acceptance of appointment by a successor Trustee trustee as provided in this Section 9.07Section, the Servicer shall cooperate to mail notice of the succession of such Trustee trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register Register, to the Servicer, any Sub-Servicer and to each Rating Agency. If the Servicer fail Depositor fails to mail such notice within ten (10) days after acceptance of appointment by the successor Trusteetrustee, the successor Trustee trustee shall cause such notice to be mailed at the expense of the ServicerDepositor.

Successor Trustee. Any successor Trustee trustee appointed as provided in Section 9.06 8.07 shall execute, acknowledge and deliver to the Servicer Depositor, the Certificate Insurer, the Guarantor and to its predecessor Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee trustee shall become effective and such successor Trustee, trustee without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee herein. The predecessor Trustee trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole of the trustee all Mortgage Files and related documents and statements 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), together with all and the Depositor and the predecessor trustee shall execute and deliver such instruments of transfer and assignment or do such other documents properly executed things as may reasonably be reasonably required to effect such transfer for more fully and such of the records or copies thereof maintained by the predecessor Trustee certainly vesting and confirming in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from trustee all such rights, powers, duties and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trustobligations. No successor Trustee trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment acceptance such successor Trustee trustee shall be eligible under the provisions of Section 9.058.06 and the appointment of such successor trustee shall not result in a downgrading of any Class of 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 Section 9.07Section, the Servicer Depositor shall cooperate to mail notice of the succession of such Trustee trustee hereunder to the Certificate Insurer and all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating AgencyRegister. If the Servicer fail Depositor fails to mail such notice within ten 10 days after acceptance of appointment by the successor Trusteetrustee, the successor Trustee trustee shall cause such notice to be mailed at the expense of the ServicerDepositor. Notwithstanding anything to the contrary contained herein, so long as no Certificate Insurer Default exists, the appointment of any successor Trustee pursuant to any provision of this Agreement will be subject to the prior written consent of the Certificate Insurer.