Common use of Successor Trustee Clause in Contracts

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The Depositor, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof 10.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder, and the Depositor, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof10.06. Prior to the appointment of any successor trustee becoming effective, its the Depositor shall have received from each Rating Agency written confirmation that such appointment shall would not adversely affect result in a reduction of the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement TrusteeClass A or Class M Certificates. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register, to the Servicer, any Sub-Servicer and to each Rating Agency. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof 10.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder, and the Depositor, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof10.06. Prior to the appointment of any successor trustee becoming effective, its the Depositor shall have received from each Rating Agency written confirmation that such appointment shall would not adversely affect result in a reduction of the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement TrusteeClass A or Class M Certificates. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08Section, the Depositor Servicer shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register, to the Servicer, any Sub-Servicer and to each Rating Agency. If the Depositor fails to mail such notice within 10 ten (10) days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trusteesuccessor, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The Depositorpredecessor trustee shall deliver to its successor all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the Master Servicer time held by a Custodian, if any, which Custodian shall become the agent of any successor trustee hereunder), and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, its and the appointment of such successor shall not adversely affect the then current rating result in a downgrading of the any Class of Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositorby either Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trusteesuccessor, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer Trustee an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, trustee without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee Trustee herein. The Depositorpredecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the Master Servicer time held by a custodian, which custodian shall become the agent of any successor trustee hereunder), and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, its and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor shall not result in writing and in form and substance reasonably satisfactory to the Depositora downgrading of any Class of Certificates by either Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof 9.07 shall execute, acknowledge and deliver to the Depositor and to its the predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder under the Trust Agreement and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, trustee without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunderthereunder, with the like effect as if originally named as trustee hereintherein. The Depositorpredecessor trustee shall deliver to the successor trustee, all Trustee Mortgage Loan Files and related documents and statements held by it under the Master Servicer Trust Agreement and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee trustee, all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 9.06 hereof, its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08Section, the Depositor shall mail notice of the succession of such trustee hereunder under the Trust Agreement to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the Depositor. Notwithstanding anything to the contrary contained herein, the appointment of any successor Trustee pursuant to any provisions of this Agreement will be subject to the prior written consent of the Trustee, which consent will not be unreasonably withheld.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, 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 Depositorpredecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the Master Servicer time held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, its and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor shall not result in writing and in form and substance reasonably satisfactory to the Depositora downgrading of any Class of Certificates by either Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor Depositor, the NIMS Insurer and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, 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 Depositorpredecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the Master Servicer time held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, its and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor shall not result in writing and in form and substance reasonably satisfactory to the Depositora downgrading of any Class of Certificates by either Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor Depositor, the NIMS Insurer and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, 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 Depositorpredecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the Master Servicer time held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, its and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor shall not result in writing and in form and substance reasonably satisfactory to the Depositora downgrading of any Class of Certificates by each Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, 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 Depositorpredecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the Master Servicer time held by a custodian, which custodian shall become the agent of any successor trustee hereunder), and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, its and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor shall not result in writing and in form and substance reasonably satisfactory to the Depositora downgrading of any Class of Certificates by either Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor and to its the predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder under the Trust Agreement and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, trustee without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunderthereunder, with the like effect as if originally named as trustee hereintherein. The Depositorpredecessor trustee shall deliver to the successor trustee, all Trustee Mortgage Loan Files and related documents and statements held by it under the Master Servicer Trust Agreement and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee trustee, all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08Section, the Depositor shall mail notice of the succession of such trustee hereunder under the Trust Agreement to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the Depositor. Notwithstanding anything to the contrary contained herein, the appointment of any successor Trustee pursuant to any provisions of this Agreement will be subject to the prior written consent of the Trustee, which consent will not be unreasonably withheld.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee trustee, the Servicers and the Master Servicer Seller an instrument accepting such appointment hereunder and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The Depositor, the Master Servicer Servicers, the Seller and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, and its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement TrusteeCertificates. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates and the Swap Counterparty. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor and to Depositor, its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The DepositorIn addition, if the Swap Contract is still outstanding, the Person appointed as successor trustee shall execute, acknowledge and deliver to the predecessor trustee, CHL and the Master Servicer and an instrument accepting the predecessor trustee shall execute and deliver such instruments and do such other things appointment as may reasonably be required for more fully and certainly vesting and confirming in successor Swap Contract Administrator under the successor trustee all such rights, powers, duties, and obligationsSwap Contract Administration Agreement. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, is reasonably acceptable to the NIM Insurer, its appointment shall not adversely affect the then then-current rating ratings of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08, the Depositor shall mail notice of the succession of such trustee hereunder to the NIM Insurer and all Holders of Certificates. If the Depositor fails to mail such notice within 10 ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor Depositor, the NIMS Insurer and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, 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 Depositorpredecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements to the extent held by it hereunder, as well as all moneys, held by it hereunder, and the Master Servicer Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, its and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor shall not result in writing and in form and substance reasonably satisfactory to the Depositora downgrading of any Class of Certificates by any Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee trustee, as provided in this Section 8.08Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and Saxon, the Master Servicer and the predecessor trustee an instrument accepting such appointment hereunder under the Trust Agreement, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunderthereunder, with the like effect as if originally named as trustee hereintherein. The Depositorpredecessor trustee shall deliver, or cause to be delivered, to the successor trustee all Trustee Mortgage Loan Files and related documents and statements held by it under the Trust Agreement, and Saxon, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08Section, the Depositor Saxon shall mail notice of the succession of such trustee hereunder under the Trust Agreement to all Holders of CertificatesCertificateholders at their addresses as shown in the Certificate Register. If the Depositor Saxon fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the DepositorSaxon.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor Depositor, the NIMS Insurer and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, 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 Depositorpredecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements to the extent held by it hereunder, as well as all moneys, held by it hereunder (other than any Mortgage Files at the Master Servicer time held by the Custodian, which Custodian shall become the agent of any successor trustee hereunder), and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, its and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor shall not result in writing and in form and substance reasonably satisfactory to the Depositora downgrading of any Class of Certificates by any Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee trustee, as provided in this Section 8.08Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof 9.07 shall execute, acknowledge and deliver to the Depositor and to its the predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder under the Trust Agreement and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, trustee without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunderthereunder, with the like effect as if originally named as trustee hereintherein. The Depositorpredecessor trustee shall deliver to the successor trustee, all Trustee Mortgage Loan Files and related documents and statements held by it under the Master Servicer Trust Agreement and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee trustee, all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 9.06 hereof, its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08Section, the Depositor shall mail notice of the succession of such trustee hereunder under the Trust Agreement to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 ten (10) days after acceptance of appointment by the successor trustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the Depositor. Notwithstanding anything to the contrary contained herein, the appointment of any successor Trustee pursuant to any provisions of this Agreement will be subject to the prior written consent of the Trustee, which consent will not be unreasonably withheld.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof 10.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder, and the Depositor, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof10.06. Prior to the appointment of any successor trustee becoming effective, its the Depositor shall have received from each Rating Agency written confirmation that such appointment shall would not adversely affect result in a reduction of the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement TrusteeClass A or Class M Certificates. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register, to the Servicer, any Sub- Servicer and to each Rating Agency. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee hereinin this Agreement. The Depositor, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, and its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor and the Trustee, and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, 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 Depositorpredecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder and the Master Servicer Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, its and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor shall not result in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested a downgrading of any Class of Certificates by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to Rating Agency, as evidenced by a replacement Trusteeletter from the Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 5.08 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer Depositor an instrument accepting such appointment hereunder and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The Depositor, the Master Servicer Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 5.07 hereof, its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee. Upon acceptance of appointment by a successor trustee as provided in this Section 8.085.09, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor Depositor, the Certificate Insurer and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, 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 Depositorpredecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder, and the Master Servicer Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, its and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor shall not result in writing and in form and substance reasonably satisfactory to the Depositora downgrading of any Class of Certificates by either Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08Section, the Depositor shall mail notice of the succession of such trustee hereunder to the Certificate Insurer and to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor. Notwithstanding anything to the contrary contained herein, so long as no Certificate Insurer Default has occurred and is continuing, the appointment of any successor trustee pursuant to any provision of this Agreement will be subject to the prior written consent of the Certificate Insurer.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver The Trustee may resign by written notice addressed to the Depositor and to its predecessor trustee and the Master Servicer Mortgagee or be removed at any time with or without cause by an instrument accepting such appointment hereunder and thereupon in writing duly executed on behalf of the Mortgagee. In case of the death, resignation or removal of the predecessor trustee shall become effective and Trustee, a successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirements, or, in the absence of any such successor trusteerequirement, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee to the Mortgagor, but the validity of any further actsuch appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited. Upon the making of any such appointment and designation, deed this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or conveyanceadjacent to the Deed of Trust State, and the successor shall become fully vested with thereupon succeed to all of the rights, powers, privileges, immunities and duties and obligations of its predecessor hereunder, with hereby conferred upon the like effect as if originally Trustee named as trustee herein. The Depositor, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations. No one such appointment and designation shall not exhaust the right to appoint and designate an additional successor trustee shall accept appointment but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, its appointment shall not adversely affect the then current rating 12.18(a) of the Certificates and such successor trustee has provided to Credit Agreement. To facilitate the Depositor in writing and in form and substance reasonably satisfactory to administration of the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08duties hereunder, the Depositor shall mail notice of Mortgagee may appoint multiple trustees to serve in such capacity or in such jurisdictions as the succession of such trustee hereunder to all Holders of Certificates. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the DepositorMortgagee may designate.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The Depositor, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations. In addition, if the Corridor Contract is still outstanding, the Person appointed as successor trustee shall execute, acknowledge and deliver to the predecessor trustee, Countrywide and the Master Servicer an instrument accepting the appointment as successor Corridor Contract Administrator under the Corridor Contract Administration Agreement. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee Trustee appointed as provided in Section 8.07 hereof 9.07 shall execute, acknowledge and deliver to the Depositor Seller, the Servicer and to its predecessor trustee and the Master Servicer Trustee an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee hereinTrustee. The Depositor, the Master Seller, the Servicer and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties, duties and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 8.08 9.08 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 8.06 hereof9.06. If a successor Trustee is to become the Successor Servicer hereunder, its appointment it shall be an Approved Servicer. If a successor Trustee is not adversely affect to become the Successor Servicer hereunder, the entity then current rating acting as Successor Servicer hereunder shall continue to act in such capacity until such time as an Approved Servicer has agreed to assume the role of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement TrusteeSuccessor Servicer hereunder. Upon acceptance of appointment by a successor trustee Trustee as provided in this Section 8.089.08, the Depositor Servicer shall mail notice of the succession of such trustee Trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register and to each Rating Agency. If the Depositor Servicer fails to mail such notice within 10 thirty (30) days after acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the DepositorServicer.

Successor Trustee. Any successor trustee Trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor Depositor, the Servicer, the Certificate Insurer and to its predecessor trustee and the Master Servicer Trustee an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective effective, and such successor trusteeTrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee hereinTrustee. The Depositor, the Master Servicer and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties, duties and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 8.06 hereof, its and the appointment of such successor Trustee shall not adversely affect the then current rating result in a downgrading of any Class of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositorby either Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee Trustee as provided in this Section 8.08, the Depositor successor Trustee shall mail notice of the succession appointment of such trustee a successor Trustee hereunder to all Holders of CertificatesCertificates and the Certificate Insurer at their addresses as shown in the Certificate Register and to each Rating Agency. If Notwithstanding anything to the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trusteecontrary contained herein, so long as no Certificate Insurer Default exists, the appointment of any successor trustee shall cause such notice Trustee pursuant to any provision of this Agreement will be mailed at subject to the expense prior written consent of the DepositorCertificate Insurer.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof 9.07 shall execute, acknowledge and deliver to the Depositor and to its the predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder under the Trust Agreement and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunderthereunder, with the like effect as if originally named as trustee hereintherein. The Depositor, predecessor trustee shall deliver to the Master Servicer successor trustee all Trustee Mortgage Loan Files and related documents and statements held by it under the Trust Agreement and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee trustee, all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 9.06 hereof, its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08Section, the Depositor shall mail notice of the succession of such trustee hereunder under the Trust Agreement to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 ten (10) days after acceptance of appointment by the successor trustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the Depositor. Notwithstanding anything to the contrary contained herein, the appointment of any successor Trustee pursuant to any provisions of this Agreement will be subject to the prior written consent of the Trustee, which consent will not be unreasonably withheld.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver The Trustee may resign by written notice addressed to the Depositor and to its predecessor trustee and the Master Servicer Mortgagee or be removed at any time with or without cause by an instrument accepting such appointment hereunder and thereupon in writing duly executed on behalf of Mortgagee. In case of the death, resignation or removal of the predecessor Trustee, a successor trustee may be appointed by Mortgagee by instrument of substitution complying with any applicable requirements of law, or, in the absence of any such requirement, without other formality than appointment and designation in writing. Written notice of such appointment and designation shall be given by Mortgagee to Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited, and, upon the making of any such appointment and designation, this Mortgage shall vest in the successor trustee all the estate and title in and to all of the Mortgaged Property, and the successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with thereupon succeed to all of the rights, powers, privileges, immunities and duties and obligations of its predecessor hereunder, with hereby conferred upon the like effect as if originally Trustee named as trustee herein. The Depositor, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations. No successor trustee shall accept one such appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, its appointment and designation shall not adversely affect exhaust the then current rating of the Certificates right to appoint and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee. Upon acceptance of appointment by designate a successor trustee hereunder but such right may be exercised repeatedly as provided in this Section 8.08, long as any Indebtedness remains unpaid hereunder. To facilitate the Depositor shall mail notice administration of the succession of duties hereunder, Mortgagee may appoint multiple trustees to serve in such trustee hereunder to all Holders of Certificates. If the Depositor fails to mail capacity or in such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositorjurisdictions as Mortgagee may designate.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trusteesuccessor, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The Depositorpredecessor trustee shall deliver to its successor all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the Master Servicer time held by a Custodian, if any, which Custodian shall become the agent of any successor trustee hereunder), and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, its and the appointment of such successor shall not adversely affect the then current rating result in a downgrading of the any Class of Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositorby either Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08Section, the Depositor shall mail notice of the succession of such trustee hereunder to FSA and all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trusteesuccessor, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof 8.8 shall execute, acknowledge and deliver to the Depositor Servicer and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective effective, and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The Depositorpredecessor trustee shall deliver or cause to be delivered to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by the Custodian, if it shall agree to become the Master agent of any successor trustee hereunder), and the Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 8.9 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee8.7. Upon acceptance of appointment by a successor trustee as provided in this Section 8.088.9, the Depositor Servicer shall mail notice of the succession of such trustee hereunder to all Holders holders of CertificatesCertificates at their addresses as shown in the Certificate Register and to the Rating Agency. If the Depositor Servicer fails to mail such notice within 10 ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the DepositorServicer.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, 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 Depositorpredecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder, and the Master Servicer Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, its and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor shall not result in writing and in form and substance reasonably satisfactory to the Depositora downgrading of any Class of Certificates by either Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 5.08 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer Depositor an instrument accepting such appointment hereunder and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The Depositor, the Master Servicer Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, 5.07 hereof and its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee. Upon acceptance of appointment by a successor trustee as provided in this Section 8.085.09, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The Depositor, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations. In addition, if any Corridor Contract is still outstanding, the Person appointed as successor trustee shall execute, acknowledge and deliver to the predecessor trustee, Countrywide and the Master Servicer an instrument accepting the appointment as successor Corridor Contract Administrator under the Corridor Contract Administration Agreement. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, hereof and its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement TrusteeCertificates. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee Trustee appointed as provided in pursuant to Section 8.07 hereof 10.2 shall execute, acknowledge and deliver to the Depositor Depositor, the Administrator and to its predecessor trustee and the Master Servicer Trustee an instrument accepting such appointment hereunder under this Agreement, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunderunder this Agreement, with the like effect as if originally named as trustee hereinthe Trustee. The Depositor, predecessor Trustee shall upon payment of its fees and expenses deliver to the Master Servicer successor Trustee all documents and statements and monies held by it under this Agreement; and the Depositor and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties, duties and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 8.08 10.3 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of pursuant to Section 8.06 hereof, its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee10.1. Upon acceptance of appointment by a successor trustee as provided in Trustee pursuant to this Section 8.0810.3, the Depositor shall mail (or shall cause to be mailed) notice of the succession successor of such trustee hereunder Trustee to all Holders the Certificateholders, Indenture Trustee, the Noteholders and each of Certificatesthe Rating Agencies. If the Depositor fails shall fail to mail (or cause to be mailed) such notice within 10 days after acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the Depositor. Any successor Delaware Trustee appointed pursuant to this Section 10.3 shall promptly file an amendment to the Certificate of Trust with the Delaware Secretary of State identifying the name and principal place of business of such successor Delaware Trustee in the State of Delaware.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor Depositor, the NIMS Insurer, the Certificate Insurer and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, 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 Depositorpredecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the Master Servicer time held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, its and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided shall not result in a downgrading of any Class of Certificates (without regard to the Depositor in writing and in form and substance reasonably satisfactory to the DepositorPolicy) by either Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08Section, the Depositor shall mail notice of the succession of such trustee hereunder to the Certificate Insurer and all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee hereinin this Agreement. The Depositor, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, is reasonably acceptable to the NIM Insurer, its appointment shall not adversely affect the then current rating -current ratings of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08, the Depositor shall mail notice of the succession of such trustee hereunder to the NIM Insurer and all Holders of Certificates. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 9.07 hereof shall execute, acknowledge and deliver to the Depositor Depositor, the Group I Certificate Insurer, the NIMS Insurer and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The Depositor, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 9.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, 9.06 hereof and its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor Certificates, as confirmed 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 Trusteeeach Rating Agency. Upon acceptance of appointment by a successor trustee of appointment as provided in this Section 8.089.08, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates and the Group I Certificate Insurer. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trusteetrustee of appointment, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee Trustee and any successor Fiscal Agent appointed as provided in Section 8.07 hereof 8.7 shall execute, acknowledge and deliver to the Depositor and to its the predecessor trustee Trustee and predecessor Fiscal Agent, as the Master Servicer an instrument case may be, instruments accepting such their appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee 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 Trustee herein, provided that each Rating Agency shall have confirmed in writing that the appointment of such successor Trustee and successor Fiscal Agent shall not result, in and of itself, in a downgrading, withdrawal or qualification of the rating then assigned by such Rating Agency to any Class of the Certificates. The predecessor Trustee shall deliver to the successor Trustee all Mortgage Files and related documents and statements held by it hereunder, and the Depositor, the Master Servicer predecessor Trustee and the predecessor trustee Fiscal Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee and successor Fiscal Agent all such rights, powers, duties, duties and obligations. No successor trustee Trustee or successor Fiscal Agent shall accept appointment as provided in this Section 8.08 8.8 unless at the time of such 144 acceptance such successor trustee Trustee or successor Fiscal Agent shall be eligible under the provisions of Section 8.06 hereof, its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee8.6. Upon acceptance of appointment by a successor trustee Trustee or successor Fiscal Agent as provided in this Section 8.088.8, the Depositor successor Trustee shall mail notice of the succession of such trustee Trustee and Fiscal Agent hereunder to all Holders of Certificates. If Certificates at their addresses as shown in the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the DepositorCertificate Register.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee hereinin this Agreement. The Depositor, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations. In addition, if the Corridor Contract is still outstanding, the Person appointed as successor trustee shall execute, acknowledge and deliver to the predecessor trustee, Countrywide and the Master Servicer an instrument accepting the appointment as successor Corridor Contract Administrator under the Corridor Contract Administration Agreement. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, and its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement TrusteeCertificates. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 9.07 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The Depositor, the Master Servicer upon receipt of all amounts due it hereunder, and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 9.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, 9.06 hereof and its appointment acceptance shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement TrusteeCertificates. Upon acceptance of appointment by a successor trustee as provided in this Section 8.089.08, the Depositor shall mail notice of the succession of such trustee hereunder to the Certificate Insurer and to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee Trustee appointed as provided in Section 8.07 hereof 9.07 shall execute, acknowledge and deliver to the Depositor Seller, the Servicer and to its predecessor trustee and the Master Servicer Trustee an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee hereinTrustee. The Depositor, the Master Seller, the Servicer and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties, duties and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 8.08 9.08 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 8.06 hereof9.06. If a successor Trustee is to become the Successor Servicer hereunder, its appointment it shall be an Approved Servicer. If a successor Trustee is not adversely affect to become the Successor Servicer hereunder, the entity then current rating acting as Successor Servicer hereunder shall continue to act in such capacity until such time as an Approved Servicer has agreed to assume the role of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement TrusteeSuccessor Servicer hereunder. Upon acceptance of appointment by a successor trustee Trustee as provided in this Section 8.089.08, the Depositor Servicer shall mail notice of the succession of such trustee Trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register, to the Certificate Insurer and to each Rating Agency. If the Depositor Servicer fails to mail such notice within 10 thirty (30) days after acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the DepositorServicer.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof 8.08 shall be reasonable to the NIM Insurer and shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The Depositor, the Master Servicer Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 8.09 unless at the time of such acceptance such its acceptance, the successor trustee shall be is eligible under the provisions of Section 8.06 hereof, 8.07 and its appointment shall does not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee. Upon acceptance of appointment by a successor trustee as provided in this Section 8.088.09, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates, the NIM Insurer and the Custodians. If the Depositor fails to mail such notice within 10 ten (10) days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee Trustee appointed as provided in Section 8.07 hereof 9.07 shall execute, acknowledge and deliver to the Depositor Seller, the Servicer and to its predecessor trustee and the Master Servicer Trustee an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee hereinTrustee. The Depositor, the Master Seller, the Servicer and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties, duties and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 8.08 9.08 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 8.06 hereof9.06. If a successor Trustee is to become the Successor Servicer hereunder, its appointment it shall be an Approved Servicer. If a successor Trustee is not adversely affect to become the Successor Servicer hereunder, the entity then current rating acting as Successor Servicer hereunder shall continue to act in such capacity until such time as an Approved Servicer has agreed to assume the role of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement TrusteeSuccessor Servicer hereunder. Upon acceptance of appointment by a successor trustee Trustee as provided in this Section 8.089.08, the Depositor Servicer shall mail notice of the succession of such trustee Trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register and to each Rating Agency. If the Depositor Servicer fails to mail such notice within 10 thirty (30) days after acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the DepositorServicer.

Successor Trustee. Any successor trustee Trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor Depositor, and to its predecessor trustee and the Master Servicer Trustee an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee Trustee herein. The Depositorpredecessor Trustee shall deliver to the successor Trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the Master Servicer time held by a Custodian, which Custodian shall become the agent of any successor Trustee hereunder), and the Depositor and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties, duties and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 8.06 hereof, its and the appointment of such successor Trustee shall not adversely affect the then current rating result in a downgrading of the ratings of any of the Other NIM Notes or of any Class of Certificates and such successor trustee has provided or of the shadow ratings of the Insured NIM Notes (without giving effect to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested any insurance policy issued by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to NIMS Insurer) by any Rating Agency, as evidenced by a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee Xxxxxxx as provided in this Section 8.08Section, the Depositor shall mail notice of the succession of such trustee Trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee Trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor Depositor, the NIMS Insurer, the Rating Agencies, the Servicer and to its predecessor trustee and the Master Servicer Trustee an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective effective, and such successor trusteeTrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee hereinTrustee. The Depositor, the Master Servicer and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties, duties and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 8.06 hereof, its and the appointment of such successor Trustee shall not adversely affect the then current rating result in a downgrading of the Regular Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor Trustee as provided in this Section 8.08, the successor Trustee shall mail notice of the appointment of a successor Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency. The predecessor Trustee and successor Trustee shall notify the Depositor of any such successor trustee has provided appointment at least two Business Days prior to the effective date thereof and shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, with all information reasonably requested required by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08, not later than the Depositor shall mail notice of the succession effective date of such trustee hereunder to all Holders of Certificates. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositorappointment.

Successor Trustee. Any successor trustee Trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor Depositor, the Master Servicer, the Certificate Insurer and to its predecessor trustee and the Master Servicer Trustee an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective effective, and such successor trusteeTrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee hereinTrustee. The Depositor, the Master Servicer and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties, duties and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 8.06 hereof, its and the appointment of such successor Trustee shall not adversely affect the then current rating result in a downgrading of any Class of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositorby either Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee Trustee as provided in this Section 8.08, the Depositor successor Trustee shall mail notice of the succession appointment of such trustee a successor Trustee hereunder to all Holders of CertificatesCertificates and the Certificate Insurer at their addresses as shown in the Certificate Register and to each Rating Agency. If Notwithstanding anything to the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trusteecontrary contained herein, so long as no Certificate Insurer Default exists, the appointment of any successor trustee shall cause such notice Trustee pursuant to any provision of this Agreement will be mailed at subject to the expense prior written consent of the DepositorCertificate Insurer.

Successor Trustee. Any successor trustee Trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor Depositor, and to its predecessor trustee and the Master Servicer Trustee an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee Trustee herein. The Depositorpredecessor Trustee shall deliver to the successor Trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the Master Servicer time held by a Custodian, which Custodian shall become the agent of any successor Trustee hereunder), and the Depositor and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties, duties and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 8.06 hereof, its and the appointment of such successor Trustee shall not adversely affect the then current rating result in a downgrading of the ratings of any of the Other NIM Notes or of any Class of Certificates and such successor trustee has provided or of the shadow ratings of the Insured NIM Notes (without giving effect to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested any insurance policy issued by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to NIMS Insurer) by any Rating Agency, as evidenced by a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee Trustee as provided in this Section 8.08Section, the Depositor shall mail notice of the succession of such trustee Trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 9.07 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The Depositor, the Master Servicer upon receipt of all amounts due it hereunder, and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 9.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, 9.06 hereof and its appointment acceptance shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement TrusteeCertificates. Upon acceptance of appointment by a successor trustee as provided in this Section 8.089.08, the Depositor shall mail notice of the succession of such trustee hereunder hereunder, to the Certificate Insurer and to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor. Notwithstanding anything to the contrary contained herein or in the Interest Rate Cap Agreements or the Yield Maintenance Agreements, if the Trustee resigns or is removed, it shall be deemed to have resigned or been removed as Supplemental Interest Trust Trustee contemporaneously therewith. The successor trustee, upon its acceptance of appointment as Trustee, shall become the Supplemental Interest Trust Trustee for all purposes hereunder and under the Interest Rate Cap Agreements and the Yield Maintenance Agreements.

Successor Trustee. Any successor trustee Trustee appointed as provided in pursuant to Section 8.07 hereof 9.2 shall execute, acknowledge and deliver to the Depositor Administrator and to its predecessor trustee and the Master Servicer Trustee an instrument accepting such appointment hereunder under this Agreement, and thereupon the resignation or removal of the its predecessor trustee Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor hereunderTrustee under this Agreement, with the like effect as if originally named as trustee hereinnamed. The Depositor, predecessor shall deliver to the Master Servicer successor Trustee all documents and statements and moneys held by it under this Agreement promptly upon such predecessor's receipt of all fees and other amounts owing to it; and the Administrator and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties, and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of pursuant to Section 8.06 hereof, its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee9.1. Upon acceptance of appointment by a successor trustee as provided in Trustee pursuant to this Section 8.089.3, the Depositor Administrator shall mail notice of the succession of such trustee hereunder thereof to all Holders of CertificatesNoteholders, Subordinated Certificateholders, the Note Insurer and the Rating Agencies. If the Depositor fails Administrator shall fail to mail such notice within 10 days after acceptance of appointment by the a successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the DepositorAdministrator. Upon the appointment and acceptance of a successor Trustee pursuant to this Section 9.3, such successor Trustee shall file an amendment to the Certificate of Trust with the Delaware Secretary of State pursuant to Section 3810 of the Business Trust Statute reflecting the name and principal place of business of such successor Trustee in the State of Delaware.

Successor Trustee. Any successor trustee Trustee appointed as ----------------- provided in Section 8.07 hereof 11.08 shall execute, acknowledge and deliver to the Depositor Servicer, the Originator and to its predecessor trustee and the Master Servicer Trustee an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee hereinTrustee. The Depositorpredecessor Trustee shall deliver or cause to be delivered to the successor Trustee the Loans and the Loan Files and any related documents and statements held by it hereunder; and, if the Loans are then held by a Custodian pursuant to a custodial agreement, the Master Servicer predecessor Trustee and the Custodian shall amend such custodial agreement to make the successor Trustee the successor to the predecessor Trustee thereunder; and the Servicer, the Originator and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties, duties and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 8.08 11.09 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 8.06 hereof, its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee11.07. Upon acceptance of appointment by a successor trustee Xxxxxxx as provided in this Section 8.0811.09, the Depositor Servicer shall mail cause notice of the succession of such trustee Trustee hereunder to all Holders of Certificatesbe mailed to the Rating Agencies and to each Certificateholder and the Class C Certificateholder at their addresses as shown in the Certificate Register. If the Depositor Servicer fails to mail such notice within 10 ten days after acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the DepositorServicer.

Successor Trustee. If the Trustee resigns pursuant to Section 9.07, the Depositor, with the consent of the Servicer, shall appoint a successor trustee that satisfies the requirements of Section 9.06. Any successor trustee appointed as provided in Section 8.07 9.07 hereof shall execute, acknowledge and deliver to the Depositor and the Servicer and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The Depositor, the Master Servicer Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 9.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, its appointment 9.06 hereof and shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement TrusteeCertificates. Upon acceptance of appointment by a successor trustee as provided in this Section 8.089.08, the Depositor Servicer shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor Servicer fails to mail such notice within 10 ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee hereinin this Agreement. The Depositor, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations. In addition, if the Swap Contract is still outstanding, the Person appointed as successor trustee shall execute, acknowledge and deliver to the predecessor trustee, Countrywide and the Master Servicer an instrument accepting the appointment as successor Swap Contract Administrator under the Swap Contract Administration Agreement. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, is reasonably acceptable to the NIM Insurer, its appointment shall not adversely affect the then then-current rating ratings of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08, the Depositor shall mail notice of the succession of such trustee hereunder to the NIM Insurer and all Holders of Certificates. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The Depositor, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless unless, at the time of such acceptance such its acceptance, the successor trustee shall be is eligible under the provisions of Section 8.06 hereof, and its appointment shall does not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by 91 the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof 8.08 shall be reasonably acceptable to the NIM Insurer and shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The Depositor, the Master Servicer Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 8.09 unless at the time of such acceptance such its acceptance, the successor trustee shall be is eligible under the provisions of Section 8.06 hereof, 8.07 and its appointment shall does not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee. Upon acceptance of appointment by a successor trustee as provided in this Section 8.088.09, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates, the NIM Insurer and the Custodians. If the Depositor fails to mail such notice within 10 ten (10) days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee Trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor NIMS Insurer, the Depositor, the Servicer, the Swap Provider and to its predecessor trustee and the Master Servicer Trustee an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective effective, and such successor trusteeTrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee hereinTrustee. The Depositor, the Master Servicer and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties, duties and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 8.06 hereof, its and the appointment of such successor Trustee shall not adversely affect the then current rating result in a downgrading of the Regular Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositorby either Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee Trustee as provided in this Section 8.08, the Depositor successor Trustee shall mail notice of the succession appointment of such trustee a successor Trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register and to each Rating Agency. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the Any Person appointed as successor trustee pursuant to this Agreement shall cause such notice also be required to be mailed at serve as successor supplemental interest trust trustee under the expense of Interest Rate Swap Agreement and as successor cap trustee under the DepositorInterest Rate Cap Agreement.

Successor Trustee. Any successor trustee Trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor Depositor, the Master Servicer and to its predecessor trustee and the Master Servicer Trustee an instrument accepting such appointment hereunder under the Pooling and Servicing Agreement and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee Trustee herein. The predecessor Trustee shall deliver to the successor Trustee all related Asset Documents and related documents and statements held by it under the Pooling and Servicing Agreement and the Depositor, the Master Servicer and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as reasonably may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties, duties and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 8.06 hereof, its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee. Upon acceptance of appointment by a successor trustee Trustee as provided in this Section 8.08Section, the Depositor shall mail notice of the succession of such trustee hereunder Trustee under the Pooling and Servicing Agreement to all Holders of Certificatesthe Certificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 ten days after acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee Trustee appointed as provided in Section 8.07 hereof 7.8(a) shall execute, acknowledge and deliver to the Depositor Company and to its predecessor trustee and the Master Servicer Trustee an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective 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; nevertheless, on the written request of the Company or of the successor Trustee, the Master Servicer and Trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the predecessor trustee shall provisions of Section 7.7, execute and deliver an instrument transferring to such successor Trustee all the rights and powers of the Trustee. Upon request of any such successor Trustee, the Company shall execute any and all instruments and do such other things as may reasonably be required in writing for more fully and certainly vesting in and confirming in the to such successor trustee Trustee all such rightsrights and powers. Any Trustee ceasing to act shall, powersnevertheless, dutiesretain a lien upon all property or funds held or collected by such Trustee, to secure any amounts and obligationsshall be entitled to any indemnities then due it pursuant to the provisions of Section 7.7. No successor trustee Trustee shall accept appointment as provided in this Section 8.08 7.8(b) unless at the time of such acceptance such successor trustee Trustee shall be qualified under the provisions of Section 7.13 and eligible under the provisions of Section 8.06 hereof, its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee7.10. Upon acceptance of appointment by a successor trustee Trustee as provided in this Section 8.087.8(b), the Depositor Company shall mail notice of the succession of such trustee Trustee hereunder to all the Holders of CertificatesNotes at their addresses as they shall appear on the Register. If the Depositor Company fails to mail such notice within 10 ten days after acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the DepositorCompany.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trusteesuccessor, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The Depositorpredecessor trustee shall deliver to its successor all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the Master Servicer time held by a Custodian, if any, which Custodian shall become the agent of any successor trustee hereunder), and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, its and the appointment of such successor shall not adversely affect the then current rating result in a downgrading of the any Class of Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositorby either Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08Section, the Depositor shall mail notice of the succession of such trustee hereunder to CIFG and all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trusteesuccessor, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof 12.07 shall execute, acknowledge and deliver to the Depositor Servicer and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, 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 Depositorpredecessor trustee shall, to the Master extent necessary, deliver to the successor trustee, or Custodian, if any, all Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 12.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, 12.06 and its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement TrusteeCertificates. Upon acceptance of appointment by a successor trustee as provided in this Section 8.0812.08, the Depositor Servicer shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor Servicer fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the DepositorServicer.

Successor Trustee. Any successor trustee Trustee appointed as provided in Section 8.07 hereof 9.07 shall execute, acknowledge and deliver to the Depositor Seller, the Servicer and to its predecessor trustee and the Master Servicer Trustee an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee hereinTrustee. The Depositor, the Master Seller, the Servicer and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties, duties and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 8.08 9.08 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 8.06 hereof9.06. If a successor Trustee is to become the Successor Servicer hereunder, its appointment it shall be an Approved Servicer. If a successor Trustee is not adversely affect to become the Successor Servicer hereunder, the entity then current rating acting as Successor Servicer hereunder shall continue to act in such capacity until such time as an Approved Servicer has agreed to assume the role of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement TrusteeSuccessor Servicer hereunder. Upon acceptance of appointment by a successor trustee Trustee as provided in this Section 8.089.08, the Depositor Servicer shall mail notice of the succession of such trustee Trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register and to the Certificate Insurer and each Rating Agency. If the Depositor Servicer fails to mail such notice within 10 thirty (30) days after acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the DepositorServicer.

Successor Trustee. Any successor trustee appointed as provided Promptly upon (a) receipt of a notice of resignation from a Voting Trustee in accordance with Section 8.07 4.5 hereof shall execute, acknowledge and deliver to or (b) any vacancy in the Depositor and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder and thereupon the resignation or removal position of a Voting Trustee by reason of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all death of the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The DepositorVoting Trustee, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such inability or refusal to act of a Voting Trustee or any other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rightsreason, powers, duties, and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such a successor trustee shall be eligible under the provisions of Section 8.06 hereof, its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor appointed in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply accordance with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates4.6. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the Such successor trustee shall cause assume all powers, rights and obligations of such notice Voting Trustee hereunder immediately upon the appointment of such successor Voting Trustee. If Xxxx X. Xxxxx or his successor resigns as a Voting Trustee or there is otherwise a vacancy in the position formerly held by Xx. Xxxxx or his successor, Xx. Xxxxx (or, in the case of his death, his executor) shall be entitled to be mailed at designate a successor Voting Trustee; provided that such successor Voting Trustee is approved by the expense other Voting Trustees, such approval not being unreasonably delayed or withheld. If Xxxxxxx Xxxxxxx and Xxxxxx X. Xxxxxxxxx or their respective successors resign or there is a vacancy in the position formerly held by Xxxxxxx Xxxxxxx or Xxxxxx X. Xxxxxxxxx or their respective successors, the Board of Directors of the DepositorCompany shall be entitled to designate a successor Voting Trustee, by majority vote or unanimous written consent; provided that such successor Voting Trustee is approved by Xxxx X. Xxxxx, such approval not being unreasonably delayed or withheld.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trusteesuccessor, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The Depositorpredecessor trustee shall deliver to its successor all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the Master Servicer time held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, its and the appointment of such successor shall not adversely affect the then current rating result in a downgrading of the any Class of Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositorby either Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trusteesuccessor, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor Depositor, the Certificate Insurer and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, 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 Depositorpredecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder, and the Master Servicer Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, its and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to shall not result in a downgrading or withdrawal of the Depositor in writing and in form and substance reasonably satisfactory to the Depositorrating of any Class of Class A Certificates (including any shadow rating thereof) by either Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08Section, the Depositor shall mail notice of the succession of such trustee hereunder to the Certificate Insurer, the Rating Agencies and to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor. Notwithstanding anything to the contrary contained herein, so long as no Certificate Insurer Default has occurred and is continuing, the appointment of any successor trustee pursuant to any provision of this Agreement will be subject to the prior written consent of the Certificate Insurer.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The Depositor, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless unless, at the time of such acceptance such its acceptance, the successor trustee shall be is eligible under the provisions of Section 8.06 hereof, and its appointment shall does not 104 adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof 9.7 also shall be appointed as successor Reserve Account Trustee and shall execute, acknowledge and deliver to the Depositor Depositor, the Certificate Insurer, the Seller, the Servicer and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder appointments hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The Depositorpredecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder, and the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee9.6. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08Section, the Depositor Servicer shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register and to the Rating Agencies. If the Depositor Servicer fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the DepositorServicer.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor Depositor, the Servicer and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trusteetrustee as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee Trustee herein. The Depositorpredecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the Master Servicer time held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, its and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor shall not result in writing and in form and substance reasonably satisfactory to the Depositora downgrading of any Class of Certificates by each Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, trustee the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor Depositor, the NIMS Insurer, the Guarantor and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, 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 Depositorpredecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the Master Servicer time held by the Custodian, which Custodian shall become the agent of any successor trustee hereunder), and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, its and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor shall not result in writing and in form and substance reasonably satisfactory to the Depositora downgrading of any Class of Certificates by each Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee Trustee appointed as provided in pursuant to Section 8.07 hereof 10.2 shall execute, acknowledge and deliver to the Depositor Seller, the Administrator and to its predecessor trustee and the Master Servicer Trustee an instrument accepting such appointment hereunder under this Agreement, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunderunder this Agreement, with the like effect as if originally named as trustee hereinthe Trustee. The Depositor, predecessor Trustee shall upon payment of its fees and expenses deliver to the Master Servicer successor Trustee all documents and statements and monies held by it under this Agreement; and the Seller and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties, duties and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of pursuant to Section 8.06 hereof, its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee10.1. Upon acceptance of appointment by a successor trustee as provided in Trustee pursuant to this Section 8.08Section, the Depositor Seller shall mail (or shall cause to be mailed) notice of the succession successor of such trustee hereunder Trustee to all Holders the Certificateholder, Indenture Trustee, the Noteholders and each of Certificatesthe Rating Agencies. If the Depositor fails Seller shall fail to mail (or cause to be mailed) such notice within 10 days after acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the DepositorSeller. Any successor Issuer Delaware Trustee appointed pursuant to this Section 10.3 shall promptly file an amendment to the Certificate of Trust with the Secretary of State identifying the name and the principal place of business of such successor Issuer Delaware Trustee in the State of Delaware.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer an instrument 118 accepting such appointment hereunder and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee hereinin this Agreement. The Depositor, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations. In addition, if a Swap Contract is still outstanding, the Person appointed as successor trustee shall execute, acknowledge and deliver to the predecessor trustee, Countrywide and the Master Servicer an instrument accepting the appointment as successor Swap Contract Administrator under the Swap Contract Administration Agreement. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, is reasonably acceptable to the NIM Insurer, its appointment shall not adversely affect the then then-current rating ratings of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08, the Depositor shall mail notice of the succession of such trustee hereunder to the NIM Insurer and all Holders of Certificates. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee Trustee appointed as provided in pursuant to Section 8.07 hereof 10.2 shall execute, acknowledge and deliver to the Depositor Seller, the Administrator and to its predecessor trustee and the Master Servicer Trustee an instrument accepting such appointment hereunder under this Agreement, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunderunder this Agreement, with the like effect as if originally named as trustee hereinthe Trustee. The Depositor, predecessor Trustee shall upon payment of its fees and expenses deliver to the Master Servicer successor Trustee all documents and statements and monies held by it under this Agreement; and the Seller and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties, duties and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of pursuant to Section 8.06 hereof, its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee10.1. Upon acceptance of appointment by a successor trustee as provided in Trustee pursuant to this Section 8.08Section, the Depositor Seller shall mail (or shall cause to be mailed) notice of the succession successor of such trustee hereunder Trustee to all Holders the Certificateholder, Indenture Trustee, the Noteholders and each of Certificatesthe Rating Agencies. If the Depositor fails Seller shall fail to mail (or cause to be mailed) such notice within 10 days after acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the DepositorSeller. Any successor Issuer Delaware Trustee appointed pursuant to this Section 10.3 shall promptly file an amendment to the Certificate of Trust with the Secretary of State identifying the name and, the principal place of business of such successor Issuer Delaware Trustee in the State of Delaware.

Successor Trustee. Any successor trustee Trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor Depositor, and to its predecessor trustee and the Master Servicer Trustee an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee Trustee herein. The Depositorpredecessor Trustee shall deliver to the successor Trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the Master Servicer time held by a Custodian, which Custodian shall become the agent of any successor Trustee hereunder), and the Depositor and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties, duties and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 8.06 hereof, its and the appointment of such successor Trustee shall not adversely affect the then current rating result in a downgrading of any of the NIM Notes or any Class of Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositorby either Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee Trustee as provided in this Section 8.08Section, the Depositor shall mail notice of the succession of such trustee Trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor and to Depositor, its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The DepositorIn addition, if the Corridor Contract is still outstanding, the Person appointed as successor trustee shall execute, acknowledge and deliver to the predecessor trustee, CHL and the Master Servicer and an instrument accepting the predecessor trustee shall execute and deliver such instruments and do such other things appointment as may reasonably be required for more fully and certainly vesting and confirming in successor Corridor Contract Administrator under the successor trustee all such rights, powers, duties, and obligationsCorridor Contract Administration Agreement. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, is reasonably acceptable to the Certificate Insurer and the NIM Insurer, its appointment shall not adversely affect the then then-current rating ratings of the Certificates (without regard to the Certificate Insurance Policy, in the case of the Class A Certificates) and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08, the Depositor shall mail notice of the succession of such trustee hereunder to the Certificate Insurer, the NIM Insurer and all Holders of Certificates. If the Depositor fails to mail such notice within 10 ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee hereinin this Agreement. The Depositor, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully 104 and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, is reasonably acceptable to the NIM Insurer, its appointment shall not adversely affect the then current rating -current ratings of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08, the Depositor shall mail notice of the succession of such trustee hereunder to the NIM Insurer and all Holders of Certificates. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor Depositor, the Certificate Insurer, the NIMS Insurer and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, 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 Depositorpredecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the Master Servicer time held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, its and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided shall not result in a downgrading of any Class of Certificates (without regard to the Depositor in writing and in form and substance reasonably satisfactory to the DepositorPolicy) by either Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08Section, the Depositor shall mail notice of the succession of such trustee hereunder to the Certificate Insurer and all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee appointed as ----------------- provided in Section 8.07 hereof 10.07 shall execute, acknowledge and deliver to the Depositor Company and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, 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 Depositorpredecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder, and the Company, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, its 10.06 and the Company shall have received written notice from the Rating Agency that the appointment shall of the successor trustee will not adversely affect result in reduction of the then current rating of on the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement TrusteeClass A Certificates. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08Section, the Depositor Company shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register, and to each Rating Agency, the Master Servicer, any Sub-Servicer, the Certificate Insurer, and the Surety. If the Depositor Company fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the DepositorCompany.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The Depositor, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations. In addition, if the Corridor Contract is still outstanding, the Person appointed as successor trustee shall execute, acknowledge and deliver to the predecessor trustee, Countrywide and the Master Servicer an instrument accepting the appointment as successor Corridor Contract Administrator under the Corridor Contract Administration Agreement. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, hereof and its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement TrusteeCertificates. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee Trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor Depositor, and to its predecessor trustee and the Master Servicer Trustee an instrument accepting such 172 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 Depositorpredecessor Trustee shall deliver to the successor Trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the Master Servicer time held by a Custodian, which Custodian shall become the agent of any successor Trustee hereunder), and the Depositor and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties, duties and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 8.06 hereof, its and the appointment of such successor Trustee shall not adversely affect the then current rating result in a downgrading of the ratings of any of the Other NIM Notes or of any Class of Certificates and such successor trustee has provided or of the shadow ratings of the Insured NIM Notes (without giving effect to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested any insurance policy issued by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to NIMS Insurer) by any Rating Agency, as evidenced by a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee Trustee as provided in this Section 8.08Section, the Depositor shall mail notice of the succession of such trustee Trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register and the Swap Counterparty. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor Depositor, the NIMS Insurer, the Master Servicer and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trusteetrustee as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee Trustee herein. The Depositorpredecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the Master Servicer time held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, its and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor shall not result in writing and in form and substance reasonably satisfactory to the Depositora downgrading of any Class of Certificates by each Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, trustee the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor Master Servicer and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor prede cessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The Depositorpredecessor trustee shall after payment of its outstanding fees and expenses, promptly deliver to the successor trustee all assets and records of the Trust Fund held by it hereunder, and the Master Servicer and the predecessor trustee shall execute and deliver all such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee8.06. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08Section, the Depositor Master Servicer shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor Master Servicer fails to mail such notice within 10 ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the DepositorMaster Servicer.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor Depositor, the NIMS Insurer, the Master Servicer and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, 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 Depositorpredecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the Master Servicer time held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, its and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor shall not result in writing and in form and substance reasonably satisfactory to the Depositora downgrading of any Class of Certificates by each Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, 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 Depositorpredecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder, and the Master Servicer Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, its and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided shall not result in a downgrading of any Class of Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteesuch effect. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08Section, the Depositor shall mail notice of the succession of such trustee hereunder to all the Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee hereinin this Agreement. The Depositor, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations. 106 No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, is reasonably acceptable to the NIM Insurer, its appointment shall not adversely affect the then current rating -current ratings of the Certificates (determined without regard to the Policy) and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08, the Depositor shall mail notice of the succession of such trustee hereunder to the NIM Insurer and all Holders of Certificates. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor Depositor, the Certificate Insurer and to its predecessor trustee and the Master Servicer Trustee an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, trustee without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee Trustee herein. The Depositorpredecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the Master Servicer time held by a custodian, which custodian shall become the agent of any successor trustee hereunder), and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, its and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor shall not result in writing and in form and substance reasonably satisfactory to the Depositora downgrading of any Class of Certificates by either Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08Section, the Depositor shall mail notice of the succession of such trustee hereunder to the Certificate Insurer and all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, 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 Depositorpredecessor trustee shall deliver to the successor trustee all Mortgage Loan Documents and related documents and statements to the extent held by it hereunder, as well as all moneys, held by it hereunder, and the Master Servicer Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, its and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor shall not result in writing and in form and substance reasonably satisfactory to the Depositora downgrading of any Class of Certificates by any Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any The Trustee may resign or the Grantor may replace the Trustee, but such resignation or replacement shall not be effective until the Grantor has appointed a successor Trustee and this successor accepts the appointment. The successor trustee appointed shall have the same powers and duties as those conferred upon the Trustee hereunder. Upon the successor trustee's acceptance of the appointment, the Trustee shall assign, transfer, and pay over to the successor trustee the funds and properties then constituting the Fund. If for any reason the Grantor cannot or does not act in the event of the resignation of the Trustee, the Trustee may apply to a court of competent jurisdiction for the appointment of a successor trustee or for instructions. The successor trustee shall specify the date on which it assumes administration of the trust in a writing sent to the Grantor, FDEP Secretary, or designee, and the present Trustee by certified mail 10 days before such change becomes effective. Any expenses incurred by the Trustee as a result of any of the acts contemplated by this Section shall be paid as provided in Section 8.07 hereof shall execute, acknowledge and deliver 9. Section 14. Instructions to the Depositor Trustee.* All orders, requests, and instructions by the Grantor to its predecessor trustee the Trustee shall be in writing, signed by such persons as are designated in the attached Exhibit A or such other designees as the Grantor may designate by amendment to Exhibit A. The Trustee shall be fully protected in acting without inquiry in accordance with the Grantor's orders, requests, and instructions. All orders, requests, and instructions by the FDEP Secretary, or designee, to the Trustee shall be in writing, signed by the FDEP Secretary, or the designee, and the Master Servicer an instrument accepting Trustee shall act and shall be fully protected in acting in accordance with such appointment hereunder orders, requests, and thereupon instructions. The Trustee shall have the resignation right to assume, in the absence of written notice to the contrary, that no event constituting a change or removal a termination of the predecessor trustee authority of any person to act on behalf of the Grantor or the FDEP hereunder has occurred. The Trustee shall become effective have no duty to act in the absence of such orders, requests, and such successor trusteeinstructions from the Grantor and/or the FDEP, 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 except as if originally named as trustee provided for herein. The Depositor* Note: pursuant to Section 4, the Master Servicer authority to direct payments, reimbursements and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided refunds is given soley to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the DepositorFDEP Secretary or designee.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof 10.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder, and the Depositor, the Master Servicer Servicer, the Servicers and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof10.06. Prior to the appointment of any successor trustee becoming effective, its the Depositor shall have received from each Rating Agency written confirmation that such appointment shall would not adversely affect result in a reduction of the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement TrusteeClass A or Class M Certificates. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08Section, the Depositor Master Servicer shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register, to the Servicers, any Sub-Servicer and to each Rating Agency. If the Depositor fails to mail such notice within 10 ten (10) days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 9.07 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The Depositor, the Master Servicer upon receipt of all amounts due it hereunder, and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 9.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, 9.06 hereof and its appointment acceptance shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement TrusteeCertificates. Upon acceptance of appointment by a successor trustee as provided in this Section 8.089.08, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor. Any Person appointed as successor trustee pursuant to Section 9.07 of Article IX of the Standard Terms shall also be required to serve as successor Supplemental Interest Trust Trustee under the Swap Agreement.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee hereinin this Agreement. The Depositor, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations. 106 No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, and its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee hereinin this Agreement. The Depositor, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations. In addition, if a Swap Contract is still outstanding, the Person appointed as successor trustee shall execute, acknowledge and deliver to the predecessor trustee, Countrywide and the Master Servicer an instrument accepting the appointment as successor Swap Contract Administrator under the Swap Contract Administration Agreement. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, is reasonably acceptable to the NIM Insurer, its appointment shall not adversely affect the then then-current rating ratings of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08, the Depositor shall mail notice of the succession of such trustee hereunder to the NIM Insurer and all Holders of Certificates. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and the acceptance of such successor trustee shall become effective, and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee Trustee herein. The Depositorpredecessor trustee shall upon payment of any unpaid Trustee Fees deliver to the successor trustee all Files, related documents, statements and funds held by it hereunder, including, without limitation, the Master Servicer monies held in the Distribution Accounts and the FHA Premium Accounts and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting to vest and confirming confirm in the successor trustee all such rights, powers, duties, duties and obligations, provided, however, that the Trust shall remain liable to the predecessor trustee for any unpaid outstanding fees and expenses of such predecessor trustee. 104 110 (b) No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof8.06. In addition, its no appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee. Upon acceptance of appointment by a successor trustee shall be effective until such entity holds a contract of insurance that covers the Loans or First Trust of New York, National Association, as provided in Contract of Insurance Holder is appointed co-trustee under this Section 8.08, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the DepositorPooling and Servicing Agreement.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and trustee, the Servicers, the Master Servicer and the Seller an instrument accepting such appointment hereunder and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The Depositor, the Servicers, the Master Servicer Servicer, the Seller and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, and its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement TrusteeCertificates. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates and the Swap Counterparty. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee Trustee appointed as provided in Section 8.07 hereof 11.07 shall execute, acknowledge and deliver to the Depositor Servicer, the Originator and to its predecessor trustee and the Master Servicer Trustee an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee hereinTrustee. The Depositorpredecessor Trustee shall deliver or cause to be delivered to the successor Trustee the Contracts, Contract Files and Land-and-Home Contract Files and any related documents and statements held by it hereunder; and, if the Land-and-Home Contract Files are then held by a custodian pursuant to a custodial agreement, the Master Servicer predecessor Trustee and the custodian shall amend such custodial agreement to make the successor Trustee the successor to the predecessor Trustee thereunder; and the Servicer, the Originator and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties, duties and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 8.08 11.08 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 8.06 hereof, its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee11.06. Upon acceptance of appointment by a successor trustee Xxxxxxx as provided in this Section 8.0811.08, the Depositor Servicer shall mail cause notice of the succession of such trustee Trustee hereunder to all Holders of Certificatesbe mailed to each Certificateholder at their addresses as shown in the Certificate Register. If the Depositor Servicer fails to mail such notice within 10 ten days after acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the DepositorServicer.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee hereinin this Agreement. The Depositor, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations. In addition, if a Swap Contract is still outstanding, the Person appointed as successor trustee shall execute, acknowledge and deliver to the predecessor trustee, Countrywide and the Master Servicer an instrument accepting the appointment as successor Swap Contract Administrator under the Swap Contract Administration Agreement and as successor Swap Trustee. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, is reasonably acceptable to the NIM Insurer, its appointment shall not adversely affect the then then-current rating ratings of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08, the Depositor shall mail notice of the succession of such trustee hereunder to the NIM Insurer and all Holders of Certificates. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof 8.08 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and Company, the Master Servicer and to the predecessor trustee an instrument accepting such appointment hereunder under the Pooling and Master Servicing Agreement and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunderthereunder, with the like effect as if originally named as trustee hereintherein. The Depositorpredecessor trustee shall deliver to the successor trustee all Trustee Mortgage Asset Files and related documents and statements held by it under the Pooling and Master Servicing Agreement and the Company, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08Section, the Depositor Company shall mail notice of the succession of such trustee hereunder under the Pooling and Master Servicing Agreement to all Holders of CertificatesSecurities at their addresses as shown in the Security Register. If the Depositor Company fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the DepositorCompany.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, 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 Depositorpredecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements to the extent held by it hereunder, as well as all moneys, held by it hereunder, and the Master Servicer Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, its and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor shall not result in writing and in form and substance reasonably satisfactory to the Depositora downgrading of any Class of Certificates by either Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee trustee, as provided in this Section 8.08Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, 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 Depositorpredecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the Master Servicer time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee8.06. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and Depositor, the Master Servicer an instrument and to the predecessor Trustee, as the case may be, instruments accepting such their appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee herein, provided that such successor trustee hereinshall satisfy the requirements contained in Section 8.06. The Depositorpredecessor Trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder, and the Master Servicer Depositor and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee8.06. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08, the Depositor shall mail notice of the succession of such trustee Trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee hereinin this Agreement. The Depositor, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, and its appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably 101 satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer Trustee an instrument accepting such appointment hereunder hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, trustee without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee Trustee herein. The Depositorpredecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the Master Servicer time held by the Custodian, which Custodian shall become the agent of any successor trustee hereunder), and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, duties and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, its and the appointment shall not adversely affect the then current rating of the Certificates and such successor trustee has provided to the Depositor shall not result in writing and in form and substance reasonably satisfactory to the Depositora downgrading of any Class of Certificates by either Rating Agency, all information reasonably requested as evidenced by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trusteeletter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of CertificatesCertificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee hereinin this Agreement. The Depositor, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations. 104 No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, is reasonably acceptable to the NIM Insurer, its appointment shall not adversely affect the then current rating -current ratings of the Certificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08, the Depositor shall mail notice of the succession of such trustee hereunder to the NIM Insurer and all Holders of Certificates. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.