Common use of Resignation and Removal of the Trustee or Trust Administrator Clause in Contracts

Resignation and Removal of the Trustee or Trust Administrator. The Trustee or the Trust Administrator may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the NIMS Insurer, the Servicer, the Master Servicer, each Rating Agency and, if the Trustee is resigning, to the Trust Administrator, or, if the Trust Administrator is resigning, to the Trustee. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Trust Administrator, (which may be the same Person in the event both the Trustee and the Trust Administrator resign or are removed) acceptable to the NIMS Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee or Trust Administrator, as applicable, and one copy to the successor Trustee or Trust Administrator. If no successor Trustee or Trust Administrator, as applicable, shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Trust Administrator may petition any court of competent jurisdiction for the appointment of a successor Trustee or Trust Administrator, as applicable. If at any time the Trustee or the Trust Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the NIMS Insurer (or in the case of the Trust Administrator, the Trustee), or if at any time the Trustee or the Trust Administrator shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Trust Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Trust Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor, the NIMS Insurer or the Master Servicer may remove the Trustee or the Trust Administrator, as applicable. If the Depositor or the Master Servicer removes the Trustee or the Trust Administrator under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee or Trust Administrator, as applicable, acceptable to the NIMS Insurer, by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee or Trust Administrator so removed and one copy to the successor Trustee or Trust Administrator. The Holders of Certificates entitled to at least 51% of the Voting Rights (or the NIMS Insurer upon failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee or the Trust Administrator and appoint a successor trustee acceptable to the NIMS Insurer, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee or Trust Administrator so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders and the Master Servicer by the Depositor. The Trust Administrator (i) may not be an Originator, the Servicer, the Depositor or an affiliate of the Depositor unless the Trust Administrator is an institutional trust department, (ii) must be authorized to exercise corporate trust powers under the laws of its jurisdiction of organization, and (iii) must be rated at least “A/F1” by Fitch, if Fitch is a Rating Agency, or the equivalent rating by S&P or Xxxxx’x, or such other rating as is acceptable to Fitch as evidenced by a Rating Agency confirmation. If no successor Trust Administrator shall have been appointed and shall have accepted appointment within 60 days after the Trust Administrator ceases to be the Trust Administrator pursuant to this Section 8.07, then the Trustee shall perform the duties of the Trust Administrator pursuant to this Agreement. The Trustee shall notify the Rating Agencies of any change of Trust Administrator. Any resignation or removal of the Trustee or Trust Administrator and appointment of a successor Trustee or Trust Administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor trustee as provided in Section 8.08. Notwithstanding anything to the contrary contained herein, the Master Servicer and the Trust Administrator shall at all times be the same Person.

Resignation and Removal of the Trustee or Trust Administrator. The Trustee or the Trust Administrator may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the NIMS Insurer, the Servicer, the Master Servicer, each Rating Agency and, if the Trustee is resigning, resigning to the Trust Administrator, or, Administrator and if the Trust Administrator is resigning, resigning to the TrusteeTrustee and the Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee trustee or Trust Administratorsuccessor trust administrator, (which may be the same Person in the event both the Trustee and the Trust Administrator resign or are removed) acceptable to the NIMS Insurer as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee or Trust Administrator, as applicable, and one copy to the successor Trustee trustee or Trust Administratorsuccessor trust administrator, as applicable. The Depositor shall deliver a copy of such instrument to the Certificateholders, the Master Servicer and the Servicer. If no successor Trustee trustee or Trust Administratorsuccessor trust administrator, as applicable, shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Trust Administrator Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Trust Administrator, as applicablesuccessor. If at any time the Trustee or the Trust Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the NIMS Insurer (or in the case of the Trust Administrator, the Trustee)Depositor, or if at any time the Trustee or the Trust Administrator shall be legally unable to actbecome incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Trust Administrator or of its respective property shall be appointed, or any public officer shall take charge or control of the Trustee or the Trust Administrator or of its respective property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor, the NIMS Insurer or the Master Servicer Depositor may remove the Trustee or the Trust Administrator, as applicable. If the Depositor or the Master Servicer removes the Trustee or the Trust Administrator under the authority of the immediately preceding sentence, the Depositor shall promptly and appoint a successor Trustee or Trust Administrator, as applicable, acceptable to the NIMS Insurer, by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee or the Trust Administrator Administrator, as applicable, so removed and one copy to the successor Trustee or Trust Administratorsuccessor. The Depositor shall deliver a copy of such instrument to the Certificateholders, the Master Servicer and the Servicer. The Holders of Certificates entitled to at least 5125% of the Voting Rights (or the NIMS Insurer upon failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee or the Trust Administrator and appoint a successor trustee acceptable to the NIMS Insurer, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee or Trust Administrator so removed and one complete set to the successor so appointed. A The Depositor shall deliver a copy of such instrument shall be delivered to the Certificateholders and Certificateholders, the Master Servicer by the Depositor. The Trust Administrator (i) may not be an Originator, and the Servicer, the Depositor or an affiliate of the Depositor unless the Trust Administrator is an institutional trust department, (ii) must be authorized to exercise corporate trust powers under the laws of its jurisdiction of organization, and (iii) must be rated at least “A/F1” by Fitch, if Fitch is a Rating Agency, or the equivalent rating by S&P or Xxxxx’x, or such other rating as is acceptable to Fitch as evidenced by a Rating Agency confirmation. If no successor Trust Administrator shall have been appointed and shall have accepted appointment within 60 days after the Trust Administrator ceases to be the Trust Administrator pursuant to this Section 8.07, then the Trustee shall perform the duties of the Trust Administrator pursuant to this Agreement. The Trustee shall notify the Rating Agencies of any change of Trust Administrator. Any resignation or removal of the Trustee or the Trust Administrator and appointment of a successor Trustee or Trust Administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor trustee as provided in Section 8.08. Notwithstanding anything to Any resignation or removal of the contrary contained herein, the Master Servicer and the initial Trust Administrator shall at all times be will result in the same Personremoval of the initial Master Servicer.

Resignation and Removal of the Trustee or Trust Administrator. The Trustee or the Trust Administrator may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the NIMS Insurer, the ServicerServicers, the Master Servicer, each Rating Agency and, if the Trustee is resigning, to the Trust Administrator, or, if the Trust Administrator is resigning, to the Trustee. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Trust Administrator, (which may be the same Person in the event both the Trustee and the Trust Administrator resign or are removed) acceptable to the NIMS Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee or Trust Administrator, as applicable, and one copy to the successor Trustee or Trust Administrator. If no successor Trustee or Trust Administrator, as applicable, shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Trust Administrator may petition any court of competent jurisdiction for the appointment of a successor Trustee or Trust Administrator, as applicable. If at any time the Trustee or the Trust Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the NIMS Insurer (or in the case of the Trust Administrator, the Trustee), or if at any time the Trustee or the Trust Administrator shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Trust Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Trust Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor, the NIMS Insurer or the Master Servicer may remove the Trustee or the Trust Administrator, as applicable. If the Depositor or the Master Servicer removes the Trustee or the Trust Administrator under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee or Trust Administrator, as applicable, acceptable to the NIMS Insurer, by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee or Trust Administrator so removed and one copy to the successor Trustee or Trust Administrator. The Holders of Certificates entitled to at least 51% of the Voting Rights (or the NIMS Insurer upon failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee or the Trust Administrator and appoint a successor trustee acceptable to the NIMS Insurer, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee or Trust Administrator so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders and the Master Servicer by the Depositor. The Trust Administrator (i) may not be an Originator, the a Servicer, the Depositor or an affiliate of the Depositor unless the Trust Administrator is an institutional trust department, (ii) must be authorized to exercise corporate trust powers under the laws of its jurisdiction of organization, and (iii) must be rated at least “"A/F1” " by Fitch, if Fitch is a Rating Agency, or the equivalent rating by S&P or Xxxxx’xXxxxx'x, or such other rating as is acceptable to Fitch as evidenced by a Rating Agency confirmation. If no successor Trust Administrator shall have been appointed and shall have accepted appointment within 60 days after the Trust Administrator ceases to be the Trust Administrator pursuant to this Section 8.07, then the Trustee shall perform the duties of the Trust Administrator pursuant to this Agreement. The Trustee shall notify the Rating Agencies of any change of Trust Administrator. Any resignation or removal of the Trustee or Trust Administrator and appointment of a successor Trustee or Trust Administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor trustee as provided in Section 8.08. Notwithstanding anything to the contrary contained herein, the Master Servicer and the Trust Administrator shall at all times be the same Person.

Resignation and Removal of the Trustee or Trust Administrator. The Trustee or the Trust Administrator may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the NIMS Insurer, the Servicer, the Master Servicer, each Rating Agency and, if the Trustee is resigning, to the Trust Administrator, or, if the Trust Administrator is resigning, to the Trustee. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Trust Administrator, (which may be the same Person in the event both the Trustee and the Trust Administrator resign or are removed) acceptable to the NIMS Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee or Trust Administrator, as applicable, and one copy to the successor Trustee or Trust Administrator. If no successor Trustee or Trust Administrator, as applicable, shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Trust Administrator may petition any court of competent jurisdiction for the appointment of a successor Trustee or Trust Administrator, as applicable. If the Trust Administrator and the Master Servicer are the same entity, then at any time the Trust Administrator resigns or is removed as Trust Administrator, the Master Servicer shall also be removed hereunder. If at any time the Trustee or the Trust Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the NIMS Insurer (or in the case of the Trust Administrator, the Trustee), or if at any time the Trustee or the Trust Administrator shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Trust Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Trust Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor, the NIMS Insurer Insurer, the Servicer or the Master Servicer may remove the Trustee or the Trust Administrator, as applicable. If the Depositor Depositor, the Servicer or the Master Servicer removes the Trustee or the Trust Administrator under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee or Trust Administrator, as applicable, acceptable to the NIMS Insurer, by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee or Trust Administrator so removed and one copy to the successor Trustee or Trust Administrator. The Holders of Certificates entitled to at least 51% of the Voting Rights (or the NIMS Insurer upon failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee or the Trust Administrator and appoint a successor trustee acceptable to the NIMS Insurer, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee or Trust Administrator so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders Certificateholders, the Servicer and the Master Servicer by the Depositor. The Trust Administrator (i) may not be an the Originator, the Servicer, the Depositor or an affiliate of the Depositor unless the Trust Administrator is an institutional trust department, (ii) must be authorized to exercise corporate trust powers under the laws of its jurisdiction of organization, and (iii) must be rated at least “A/F1” by Fitch Ratings Inc. (“Fitch”), if Fitch is a Rating Agency, or the equivalent rating by S&P or Xxxxx’x, or such other rating as is acceptable to Fitch as evidenced by a Rating Agency confirmation. If no successor Trust Administrator shall have been appointed and shall have accepted appointment within 60 days after the Trust Administrator ceases to be the Trust Administrator pursuant to this Section 8.07, then the Trustee shall perform the duties of the Trust Administrator pursuant to this Agreement. The Trustee shall notify the Rating Agencies of any change of Trust Administrator. Any resignation or removal of the Trustee or Trust Administrator and appointment of a successor Trustee or Trust Administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor trustee as provided in Section 8.08. Notwithstanding anything to the contrary contained herein, the Master Servicer and the Trust Administrator shall at all times be the same Person.

Resignation and Removal of the Trustee or Trust Administrator. The Trustee or the Trust Administrator may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the NIMS Insurer, the Servicer, the Master Servicer, each Rating Agency and, if the Trustee is resigning, resigning to the Trust Administrator, or, Administrator and if the Trust Administrator is resigning, resigning to the Trustee, and the Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee trustee or Trust Administratorsuccessor trust administrator, (which may be the same Person in the event both the Trustee and the Trust Administrator resign or are removed) acceptable to the NIMS Insurer as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee or Trust Administrator, as applicable, and one copy to the successor Trustee trustee or Trust Administratorsuccessor trust administrator, as applicable. The Depositor shall deliver a copy of such instrument to the Certificateholders, the Master Servicer and the Servicer. If no successor Trustee trustee or Trust Administratorsuccessor trust administrator, as applicable, shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Trust Administrator Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Trust Administrator, as applicablesuccessor. If at any time the Trustee or the Trust Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the NIMS Insurer (or in the case of the Trust Administrator, the Trustee)Depositor, or if at any time the Trustee or the Trust Administrator shall be legally unable to actbecome incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Trust Administrator or of its respective property shall be appointed, or any public officer shall take charge or control of the Trustee or the Trust Administrator or of its respective property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor, the NIMS Insurer or the Master Servicer Depositor may remove the Trustee or the Trust Administrator, as applicable. If the Depositor or the Master Servicer removes the Trustee or the Trust Administrator under the authority of the immediately preceding sentence, the Depositor shall promptly and appoint a successor Trustee or Trust Administrator, as applicable, acceptable to the NIMS Insurer, by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee or the Trust Administrator Administrator, as applicable, so removed and one copy to the successor Trustee or Trust Administratorsuccessor. The Depositor shall deliver a copy of such instrument to the Certificateholders, the Master Servicer and the Servicer. The Holders of Certificates entitled to at least 51% of the Voting Rights (or the NIMS Insurer upon failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee or the Trust Administrator and appoint a successor trustee acceptable to the NIMS Insurer, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee or Trust Administrator so removed and one complete set to the successor so appointed. A The Depositor shall deliver a copy of such instrument shall be delivered to the Certificateholders and Certificateholders, the Master Servicer by the Depositor. The Trust Administrator (i) may not be an Originator, and the Servicer, the Depositor or an affiliate of the Depositor unless the Trust Administrator is an institutional trust department, (ii) must be authorized to exercise corporate trust powers under the laws of its jurisdiction of organization, and (iii) must be rated at least “A/F1” by Fitch, if Fitch is a Rating Agency, or the equivalent rating by S&P or Xxxxx’x, or such other rating as is acceptable to Fitch as evidenced by a Rating Agency confirmation. If no successor Trust Administrator shall have been appointed and shall have accepted appointment within 60 days after the Trust Administrator ceases to be the Trust Administrator pursuant to this Section 8.07, then the Trustee shall perform the duties of the Trust Administrator pursuant to this Agreement. The Trustee shall notify the Rating Agencies of any change of Trust Administrator. Any resignation or removal of the Trustee or the Trust Administrator and appointment of a successor Trustee or Trust Administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor trustee as provided in Section 8.08. Notwithstanding anything to Any resignation or removal of the contrary contained herein, the Master Servicer and the initial Trust Administrator shall at all times be will result in the same Personremoval of the initial Master Servicer.

Resignation and Removal of the Trustee or Trust Administrator. The Trustee or the Trust Administrator may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the NIMS Insurer, the Servicer, the Master Servicer, each Rating Agency andthe Swap Administrator, if the Trustee is resigning, resigning to the Trust Administrator, or, Administrator and if the Trust Administrator is resigning, resigning to the TrusteeTrustee and the Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee trustee or Trust Administratorsuccessor trust administrator, (which may be the same Person in the event both the Trustee and the Trust Administrator resign or are removed) acceptable to the NIMS Insurer as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee or Trust Administrator, as applicable, and one copy to the successor Trustee trustee or Trust Administratorsuccessor trust administrator, as applicable. The Depositor shall deliver a copy of such instrument to the Certificateholders, the Master Servicer, the Swap Administrator and the Servicer. If no successor Trustee trustee or Trust Administratorsuccessor trust administrator, as applicable, shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Trust Administrator Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Trust Administrator, as applicablesuccessor. If at any time the Trustee or the Trust Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the NIMS Insurer (or in the case of the Trust Administrator, the Trustee)Depositor, or if at any time the Trustee or the Trust Administrator shall be legally unable to actbecome incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Trust Administrator or of its respective property shall be appointed, or any public officer shall take charge or control of the Trustee or the Trust Administrator or of its respective property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor, the NIMS Insurer or the Master Servicer Depositor may remove the Trustee or the Trust Administrator, as applicable. If the Depositor or the Master Servicer removes the Trustee or the Trust Administrator under the authority of the immediately preceding sentence, the Depositor shall promptly and appoint a successor Trustee or Trust Administrator, as applicable, acceptable to the NIMS Insurer, by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee or the Trust Administrator Administrator, as applicable, so removed and one copy to the successor Trustee or Trust Administratorsuccessor. The Depositor shall deliver a copy of such instrument to the Certificateholders, the Master Servicer and the Servicer. The Holders of Certificates entitled to at least 51% of the Voting Rights (or the NIMS Insurer upon failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee or the Trust Administrator and appoint a successor trustee acceptable to the NIMS Insurer, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee or Trust Administrator so removed and one complete set to the successor so appointed. A The Depositor shall deliver a copy of such instrument shall be delivered to the Certificateholders and Certificateholders, the Master Servicer by the Depositor. The Trust Administrator (i) may not be an Originator, and the Servicer, the Depositor or an affiliate of the Depositor unless the Trust Administrator is an institutional trust department, (ii) must be authorized to exercise corporate trust powers under the laws of its jurisdiction of organization, and (iii) must be rated at least “A/F1” by Fitch, if Fitch is a Rating Agency, or the equivalent rating by S&P or Xxxxx’x, or such other rating as is acceptable to Fitch as evidenced by a Rating Agency confirmation. If no successor Trust Administrator shall have been appointed and shall have accepted appointment within 60 days after the Trust Administrator ceases to be the Trust Administrator pursuant to this Section 8.07, then the Trustee shall perform the duties of the Trust Administrator pursuant to this Agreement. The Trustee shall notify the Rating Agencies of any change of Trust Administrator. Any resignation or removal of the Trustee or the Trust Administrator and appointment of a successor Trustee or Trust Administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor trustee as provided in Section 8.08. Notwithstanding anything to Any resignation or removal of the contrary contained herein, the Master Servicer and the initial Trust Administrator shall at all times be will result in the same Personremoval of the initial Master Servicer.

Resignation and Removal of the Trustee or Trust Administrator. The Trustee or the Trust Administrator may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the NIMS Insurer, the Servicer, the Master Servicer, each Rating Agency and, if the Trustee is resigning, resigning to the Trust Administrator, or, Administrator and if the Trust Administrator is resigning, resigning to the TrusteeTrustee and the Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee trustee or Trust Administratorsuccessor trust administrator, (which may be the same Person in the event both the Trustee and the Trust Administrator resign or are removed) acceptable to the NIMS Insurer as applicable, by written instrument, in duplicate, one copy of which instrument shall be Fremont 2004-D Pooling & Servicing Agreement 144 delivered to the resigning Trustee or Trust Administrator, as applicable, and one copy to the successor Trustee trustee or Trust Administratorsuccessor trust administrator, as applicable. The Depositor shall deliver a copy of such instrument to the Certificateholders, the Master Servicer and the Servicer. If no successor Trustee trustee or Trust Administratorsuccessor trust administrator, as applicable, shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Trust Administrator Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Trust Administrator, as applicablesuccessor. If at any time the Trustee or the Trust Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the NIMS Insurer (or in the case of the Trust Administrator, the Trustee)Depositor, or if at any time the Trustee or the Trust Administrator shall be legally unable to actbecome incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Trust Administrator or of its respective property shall be appointed, or any public officer shall take charge or control of the Trustee or the Trust Administrator or of its respective property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor, the NIMS Insurer or the Master Servicer Depositor may remove the Trustee or the Trust Administrator, as applicable. If the Depositor or the Master Servicer removes the Trustee or the Trust Administrator under the authority of the immediately preceding sentence, the Depositor shall promptly and appoint a successor Trustee or Trust Administrator, as applicable, acceptable to the NIMS Insurer, by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee or the Trust Administrator Administrator, as applicable, so removed and one copy to the successor Trustee or Trust Administratorsuccessor. The Depositor shall deliver a copy of such instrument to the Certificateholders, the Master Servicer and the Servicer. The Holders of Certificates entitled to at least 5125% of the Voting Rights (or the NIMS Insurer upon failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee or the Trust Administrator and appoint a successor trustee acceptable to the NIMS Insurer, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee or Trust Administrator so removed and one complete set to the successor so appointed. A The Depositor shall deliver a copy of such instrument shall be delivered to the Certificateholders and Certificateholders, the Master Servicer by the Depositor. The Trust Administrator (i) may not be an Originator, and the Servicer, the Depositor or an affiliate of the Depositor unless the Trust Administrator is an institutional trust department, (ii) must be authorized to exercise corporate trust powers under the laws of its jurisdiction of organization, and (iii) must be rated at least “A/F1” by Fitch, if Fitch is a Rating Agency, or the equivalent rating by S&P or Xxxxx’x, or such other rating as is acceptable to Fitch as evidenced by a Rating Agency confirmation. If no successor Trust Administrator shall have been appointed and shall have accepted appointment within 60 days after the Trust Administrator ceases to be the Trust Administrator pursuant to this Section 8.07, then the Trustee shall perform the duties of the Trust Administrator pursuant to this Agreement. The Trustee shall notify the Rating Agencies of any change of Trust Administrator. Any resignation or removal of the Trustee or the Trust Administrator and appointment of a successor Trustee or Trust Administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor trustee as provided in Section 8.08. Notwithstanding anything to Any resignation or removal of the contrary contained herein, the Master Servicer and the initial Trust Administrator shall at all times be will result in the same Personremoval of the initial Master Servicer.

Resignation and Removal of the Trustee or Trust Administrator. The Trustee or the Trust Administrator may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the NIMS Insurer, the Servicer, the Master Servicer, each Rating Agency and, if the Trustee is resigning, resigning to the Trust Administrator, or, Administrator and if the Trust Administrator is resigning, resigning to the TrusteeTrustee and the Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee trustee or Trust Administratorsuccessor trust administrator, (which may be the same Person in the event both the Trustee and the Trust Administrator resign or are removed) acceptable to the NIMS Insurer as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee or Trust Administrator, as applicable, and one copy to the successor Trustee trustee or Trust Administratorsuccessor trust administrator, as applicable. The Depositor shall deliver a copy of such instrument to the Certificateholders, the Master Servicer and the Servicer. If no successor Trustee trustee or Trust Administratorsuccessor trust administrator, as applicable, shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Trust Administrator Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Trust Administrator, as applicablesuccessor. If at any time the Trustee or the Trust Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the NIMS Insurer (or in the case of the Trust Administrator, the Trustee)Depositor, or if at any time the Trustee or the Trust Administrator shall be legally unable to actbecome incapable of Fremont 2006-B Pooling & Servicing Agreement acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Trust Administrator or of its respective property shall be appointed, or any public officer shall take charge or control of the Trustee or the Trust Administrator or of its respective property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor, the NIMS Insurer or the Master Servicer Depositor may remove the Trustee or the Trust Administrator, as applicable. If the Depositor or the Master Servicer removes the Trustee or the Trust Administrator under the authority of the immediately preceding sentence, the Depositor shall promptly and appoint a successor Trustee or Trust Administrator, as applicable, acceptable to the NIMS Insurer, by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee or the Trust Administrator Administrator, as applicable, so removed and one copy to the successor Trustee or Trust Administratorsuccessor. The Depositor shall deliver a copy of such instrument to the Certificateholders, the Master Servicer and the Servicer. The Holders of Certificates entitled to at least 5125% of the Voting Rights (or the NIMS Insurer upon failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee or the Trust Administrator and appoint a successor trustee acceptable to the NIMS Insurer, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee or Trust Administrator so removed and one complete set to the successor so appointed. A The Depositor shall deliver a copy of such instrument shall be delivered to the Certificateholders and Certificateholders, the Master Servicer by the Depositor. The Trust Administrator (i) may not be an Originator, and the Servicer, the Depositor or an affiliate of the Depositor unless the Trust Administrator is an institutional trust department, (ii) must be authorized to exercise corporate trust powers under the laws of its jurisdiction of organization, and (iii) must be rated at least “A/F1” by Fitch, if Fitch is a Rating Agency, or the equivalent rating by S&P or Xxxxx’x, or such other rating as is acceptable to Fitch as evidenced by a Rating Agency confirmation. If no successor Trust Administrator shall have been appointed and shall have accepted appointment within 60 days after the Trust Administrator ceases to be the Trust Administrator pursuant to this Section 8.07, then the Trustee shall perform the duties of the Trust Administrator pursuant to this Agreement. The Trustee shall notify the Rating Agencies of any change of Trust Administrator. Any resignation or removal of the Trustee or the Trust Administrator and appointment of a successor Trustee or Trust Administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor trustee as provided in Section 8.08. Notwithstanding anything to Any resignation or removal of the contrary contained herein, the Master Servicer and the initial Trust Administrator shall at all times be will result in the same Personremoval of the initial Master Servicer.

Resignation and Removal of the Trustee or Trust Administrator. The Trustee or the Trust Administrator may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the NIMS Insurer, the Servicer, the Master Servicer, each Rating Agency and, if the Trustee is resigning, to the Trust Administrator, or, if the Trust Administrator is resigning, to the Trustee. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Trust Administrator, (which may be the same Person in the event both the Trustee and the Trust Administrator resign or are removed) acceptable to the NIMS Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee or Trust Administrator, as applicable, and one copy to the successor Trustee or Trust Administrator. If no successor Trustee or Trust Administrator, as applicable, shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Trust Administrator may petition any court of competent jurisdiction for the appointment of a successor Trustee or Trust Administrator, as applicable. If the Trust Administrator and the Master Servicer are the same entity, then at any time the Trust Administrator resigns or is removed as Trust Administrator, the Master Servicer shall also be removed hereunder. If at any time the Trustee or the Trust Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the NIMS Insurer (or in the case of the Trust Administrator, the Trustee), or if at any time the Trustee or the Trust Administrator shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Trust Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Trust Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor, the NIMS Insurer Insurer, the Servicer or the Master Servicer may remove the Trustee or the Trust Administrator, as applicable. If the Depositor Depositor, the Servicer or the Master Servicer removes the Trustee or the Trust Administrator under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee or Trust Administrator, as applicable, acceptable to the NIMS Insurer, by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee or Trust Administrator so removed and one copy to the successor Trustee or Trust Administrator. The Holders of Certificates entitled to at least 51% of the Voting Rights (or the NIMS Insurer upon failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee or the Trust Administrator and appoint a successor trustee acceptable to the NIMS Insurer, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee or Trust Administrator so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders Certificateholders, the Servicer and the Master Servicer by the Depositor. The Trust Administrator (i) may not be an the Originator, the Servicer, the Depositor or an affiliate of the Depositor unless the Trust Administrator is an institutional trust department, (ii) must be authorized to exercise corporate trust powers under the laws of its jurisdiction of organization, and (iii) must be rated at least “A/F1” by Fitch, if Fitch is a Rating Agency, or the equivalent rating by S&P or Xxxxx’xMooxx’x, or xr such other rating as is acceptable to Fitch as evidenced by a Rating Agency confirmation. If no successor Trust Administrator shall have been appointed and shall have accepted appointment within 60 days after the Trust Administrator ceases to be the Trust Administrator pursuant to this Section 8.07, then the Trustee shall perform the duties of the Trust Administrator pursuant to this Agreement. The Trustee shall notify the Rating Agencies of any change of Trust Administrator. Any resignation or removal of the Trustee or Trust Administrator and appointment of a successor Trustee or Trust Administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor trustee as provided in Section 8.08. Notwithstanding anything to the contrary contained herein, the Master Servicer and the Trust Administrator shall at all times be the same Person.

Resignation and Removal of the Trustee or Trust Administrator. The Trustee or the Trust Administrator may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the NIMS Insurer, the Servicer, the Master Servicer, each Rating Agency and, if the Trustee is resigning, to the The Trust Administrator, or, Administrator and if the Trust Administrator is resigning, to the Trustee, and the Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee trustee or Trust Administratorsuccessor trust administrator, (which may be the same Person in the event both the Trustee and the Trust Administrator resign or are removed) acceptable to the NIMS Insurer as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee or Trust Administrator, as applicable, and one copy to the successor Trustee trustee or Trust Administratorsuccessor trust administrator, as applicable. The Depositor shall deliver a copy of such instrument to the Certificateholders, the Master Servicer and the Servicer. If no successor Trustee trustee or Trust Administratorsuccessor trust administrator, as applicable, shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Trust Administrator Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Trust Administrator, as applicablesuccessor. If at any time the Trustee or the Trust Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the NIMS Insurer (or in the case of the Trust Administrator, the Trustee)Depositor, or if at any time the Trustee or the Trust Administrator shall be legally unable to actbecome incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Trust Administrator or of its respective property shall be appointed, or any public officer shall take charge or control of the Trustee or the Trust Administrator or of its respective property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor, the NIMS Insurer or the Master Servicer Depositor may remove the Trustee or the Trust Administrator, as applicable. If the Depositor or the Master Servicer removes the Trustee or the Trust Administrator under the authority of the immediately preceding sentence, the Depositor shall promptly and appoint a successor Trustee or Trust Administrator, as applicable, acceptable to the NIMS Insurer, by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee or the Trust Administrator Administrator, as applicable, so removed and one copy to the successor Trustee or Trust Administratorsuccessor. The Depositor shall deliver a copy of such instrument to the Certificateholders, the Master Servicer and the Servicer. The Holders of Certificates entitled to at least 51% of the Voting Rights (or the NIMS Insurer upon failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee or the Trust Administrator and appoint a successor trustee acceptable to the NIMS Insurer, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee or Trust Administrator so removed and one complete set to the successor so appointed. A The Depositor shall deliver a copy of such instrument shall be delivered to the Certificateholders and Certificateholders, the Master Servicer by the Depositor. The Trust Administrator (i) may not be an Originator, and the Servicer, the Depositor or an affiliate of the Depositor unless the Trust Administrator is an institutional trust department, (ii) must be authorized to exercise corporate trust powers under the laws of its jurisdiction of organization, and (iii) must be rated at least “A/F1” by Fitch, if Fitch is a Rating Agency, or the equivalent rating by S&P or Xxxxx’x, or such other rating as is acceptable to Fitch as evidenced by a Rating Agency confirmation. If no successor Trust Administrator shall have been appointed and shall have accepted appointment within 60 days after the Trust Administrator ceases to be the Trust Administrator pursuant to this Section 8.07, then the Trustee shall perform the duties of the Trust Administrator pursuant to this Agreement. The Trustee shall notify the Rating Agencies of any change of Trust Administrator. Any resignation or removal of the Trustee or the Trust Administrator and appointment of a successor Trustee or Trust Administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor trustee as provided in Section 8.08. Notwithstanding anything to the contrary contained herein, the Master Servicer and the Trust Administrator shall at all times be the same Person.

Resignation and Removal of the Trustee or Trust Administrator. The Trustee or the Trust Administrator may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the NIMS Insurer, the Servicer, the Master Servicer, each Rating Agency and, Servicer and if the Trustee is resigning, to the Trust Administrator, orAdministrator and, if the Trust Administrator is resigning, to the TrusteeTrustee and the Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee trustee or Trust Administratorsuccessor trust administrator, (which may be the same Person in the event both the Trustee and the Trust Administrator resign or are removed) acceptable to the NIMS Insurer as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee or Trust Administrator, as applicable, and one copy to the successor Trustee trustee or Trust Administratorsuccessor trust administrator, as applicable. The Depositor shall deliver a copy of such instrument to the Certificateholders, the Master Servicer and the Servicer. If no successor Trustee trustee or Trust Administratorsuccessor trust administrator, as applicable, shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Trust Administrator Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Trust Administrator, as applicablesuccessor. If at any time the Trustee or the Trust Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the NIMS Insurer (or in the case of the Trust Administrator, the Trustee)Depositor, or if at any time the Trustee or the Trust Administrator shall be legally unable to actbecome incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Trust Administrator or of its respective property shall be appointed, or any public officer shall take charge or control of the Trustee or the Trust Administrator or of its respective property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor, the NIMS Insurer or the Master Servicer Depositor may remove the Trustee or the Trust Administrator, as applicable. If the Depositor or the Master Servicer removes the Trustee or the Trust Administrator under the authority of the immediately preceding sentence, the Depositor shall promptly and appoint a successor Trustee trustee or Trust Administratortrust administrator, as applicable, acceptable to the NIMS Insurer, by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee or the Trust Administrator Administrator, as applicable, so removed and one copy to the successor Trustee or Trust Administratorsuccessor. The Depositor shall deliver a copy of such instrument to the Certificateholders, the Master Servicer and the Servicer. The Holders of Certificates entitled to at least 51% of the Voting Rights (or the NIMS Insurer upon failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee or the Trust Administrator and appoint a successor trustee acceptable to the NIMS Insureror trust administrator, as applicable, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee or Trust Administrator so removed and one complete set to the successor so appointed. A The Depositor shall deliver a copy of such instrument shall be delivered to the Certificateholders and Certificateholders, the Master Servicer by the Depositor. The Trust Administrator (i) may not be an Originator, and the Servicer, the Depositor or an affiliate of the Depositor unless the Trust Administrator is an institutional trust department, (ii) must be authorized to exercise corporate trust powers under the laws of its jurisdiction of organization, and (iii) must be rated at least “A/F1” by Fitch, if Fitch is a Rating Agency, or the equivalent rating by S&P or Xxxxx’x, or such other rating as is acceptable to Fitch as evidenced by a Rating Agency confirmation. If no successor Trust Administrator shall have been appointed and shall have accepted appointment within 60 days after the Trust Administrator ceases to be the Trust Administrator pursuant to this Section 8.07, then the Trustee shall perform the duties of the Trust Administrator pursuant to this Agreement. The Trustee shall notify the Rating Agencies of any change of Trust Administrator. Any resignation or removal of the Trustee or the Trust Administrator and appointment of a successor Trustee or Trust Administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor trustee as provided in Section 8.08. Notwithstanding anything to Any resignation or removal of the contrary contained herein, the Master Servicer and the initial Trust Administrator shall at all times be will result in the same Personremoval of the initial Master Servicer.

Resignation and Removal of the Trustee or Trust Administrator. The Trustee or the Trust Administrator may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the NIMS Insurer, the Servicer, the Master Servicer, each Rating Agency andthe Swap Administrator, the NIM Insurer, if any, and if the Trustee is resigning, to the Trust Administrator, orAdministrator and, if the Trust Administrator is resigning, to the Trustee, the NIM Insurer, if any, and the Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee trustee or Trust Administratorsuccessor trust administrator, (which may be the same Person in the event both the Trustee and the Trust Administrator resign or are removed) as applicable, acceptable to the NIMS Insurer NIM Insurer, if any, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee or Trust Administrator, as applicable, and one copy to the successor Trustee trustee or Trust Administratorsuccessor trust administrator, as applicable. The Depositor shall deliver a copy of such instrument to the Certificateholders, the Master Servicer, the Swap Administrator and the Servicer. If no successor Trustee trustee or Trust Administratorsuccessor trust administrator, as applicable, shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Trust Administrator Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Trust Administrator, as applicablesuccessor. If at any time the Trustee or the Trust Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the NIMS Insurer (or in the case of the Trust AdministratorNIM Insurer, the Trustee)if any, or if at any time the Trustee or the Trust Administrator shall be legally unable to actbecome incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Trust Administrator or of its respective property shall be appointed, or any public officer shall take charge or control of the Trustee or the Trust Administrator or of its respective property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor, the NIMS Insurer Fremont 2006-E Pooling & Servicing Agreement Depositor or the Master Servicer NIM Insurer, if any, may remove the Trustee or the Trust Administrator, as applicable. If the Depositor or the Master Servicer removes the Trustee or the Trust Administrator under the authority of the immediately preceding sentence, the Depositor shall promptly and appoint a successor Trustee or Trust Administrator, as applicable, acceptable to the NIMS NIM Insurer, if any, by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee or the Trust Administrator Administrator, as applicable, so removed and one copy to the successor Trustee or Trust Administratorsuccessor. The Depositor shall deliver a copy of such instrument to the Certificateholders, the Master Servicer and the Servicer. The Holders of Certificates entitled to at least 51% of the Voting Rights (or the NIMS Insurer NIM Insurer, if any, upon failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee or the Trust Administrator and appoint a successor trustee acceptable to the NIMS NIM Insurer, if any, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee or Trust Administrator so removed and one complete set to the successor so appointed. A The Depositor shall deliver a copy of such instrument shall be delivered to the Certificateholders and Certificateholders, the Master Servicer by the Depositor. The Trust Administrator (i) may not be an Originator, and the Servicer, the Depositor or an affiliate of the Depositor unless the Trust Administrator is an institutional trust department, (ii) must be authorized to exercise corporate trust powers under the laws of its jurisdiction of organization, and (iii) must be rated at least “A/F1” by Fitch, if Fitch is a Rating Agency, or the equivalent rating by S&P or Xxxxx’x, or such other rating as is acceptable to Fitch as evidenced by a Rating Agency confirmation. If no successor Trust Administrator shall have been appointed and shall have accepted appointment within 60 days after the Trust Administrator ceases to be the Trust Administrator pursuant to this Section 8.07, then the Trustee shall perform the duties of the Trust Administrator pursuant to this Agreement. The Trustee shall notify the Rating Agencies of any change of Trust Administrator. Any resignation or removal of the Trustee or the Trust Administrator and appointment of a successor Trustee or Trust Administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor trustee as provided in Section 8.08. Notwithstanding anything to Any resignation or removal of the contrary contained herein, the Master Servicer and the initial Trust Administrator shall at all times be will result in the same Personremoval of the initial Master Servicer.

Resignation and Removal of the Trustee or Trust Administrator. The Trustee or the Trust Administrator may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the NIMS Insurer, the Servicer, the Master Servicer, each Rating Agency and, if the Trustee is resigning, to the Trust Administrator, or, if the Trust Administrator is resigning, to the Trustee. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Trust Administrator, (which may be the same Person in the event both the Trustee and the Trust Administrator resign or are removed) acceptable to the NIMS Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee or Trust Administrator, as applicable, and one copy to the successor Trustee or Trust Administrator. If no successor Trustee or Trust Administrator, as applicable, shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Trust Administrator may petition any court of competent jurisdiction for the appointment of a successor Trustee or Trust Administrator, as applicable. If at any time the Trustee or the Trust Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the NIMS Insurer (or in the case of the Trust Administrator, the Trustee), or if at any time the Trustee or the Trust Administrator shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Trust Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Trust Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor, the NIMS Insurer or the Master Servicer may remove the Trustee or the Trust Administrator, as applicable. If the Depositor or the Master Servicer removes the Trustee or the Trust Administrator under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee or Trust Administrator, as applicable, acceptable to the NIMS Insurer, by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee or Trust Administrator so removed and one copy to the successor Trustee or Trust Administrator. The Holders of Certificates entitled to at least 51% of the Voting Rights (or the NIMS Insurer upon failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee or the Trust Administrator and appoint a successor trustee acceptable to the NIMS Insurer, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee or Trust Administrator so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders and the Master Servicer by the Depositor. The Trust Administrator (i) may not be an Originator, the Servicer, the Depositor or an affiliate of the Depositor unless the Trust Administrator is an institutional trust department, (ii) must be authorized to exercise corporate trust powers under the laws of its jurisdiction of organization, and (iii) must be rated at least “A/F1” by Fitch, if Fitch is a Rating Agency, or the equivalent rating by S&P or Xxxxx’x, or such other rating as is acceptable to Fitch as evidenced by a Rating Agency confirmation. If no successor Trust Administrator shall have been appointed and shall have accepted appointment within 60 days after the Trust Administrator ceases to be the Trust Administrator pursuant to this Section 8.07, then the Trustee shall perform the duties of the Trust Administrator pursuant to this Agreement. The Trustee shall notify the Rating Agencies of any change of Trust Administrator. Any resignation or removal of the Trustee or Trust Administrator and appointment of a successor Trustee or Trust Administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor trustee as provided in Section 8.08. Notwithstanding anything to the contrary contained herein, the Master Servicer and the Trust Administrator shall at all times be the same Person.

Resignation and Removal of the Trustee or Trust Administrator. The Trustee or the Trust Administrator may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the NIMS Insurer, the Servicer, the Master Servicer, each Rating Agency and, if the Trustee is resigning, resigning to the Trust Administrator, or, Administrator and if the Trust Administrator is resigning, resigning to the TrusteeTrustee and the Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee trustee or Trust Administratorsuccessor trust administrator, (which may be the same Person in the event both the Trustee and the Trust Administrator resign or are removed) acceptable to the NIMS Insurer as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee or Trust Administrator, as applicable, and one copy to the successor Trustee trustee or Trust Administratorsuccessor trust administrator, as applicable. The Depositor shall deliver a copy of such instrument to the Certificateholders, the Master Servicer and the Servicer. If no successor Trustee trustee or Trust Administratorsuccessor trust administrator, as applicable, shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Trust Administrator Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Trust Administrator, as applicablesuccessor. If at any time the Trustee or the Trust Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the NIMS Insurer (or in the case of the Trust Administrator, the Trustee)Depositor, or if at any time the Trustee or the Trust Administrator shall be legally unable to actbecome incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Trust Administrator or of its respective property shall be appointed, or any public officer shall take charge or control of the Trustee or the Trust Administrator or of its respective property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor, Depositor may remove the NIMS Insurer Fremont [200___-___] Pooling & Servicing Agreement Trustee or the Master Servicer may remove Trust Administrator, as applicable, and appoint a successor by written instrument, in duplicate, which instrument shall be delivered to the Trustee or the Trust Administrator, as applicable, so removed and to the successor. If The Depositor shall deliver a copy of such instrument to the Depositor or Certificateholders, the Master Servicer removes and the Trustee or the Trust Administrator under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee or Trust Administrator, as applicable, acceptable to the NIMS Insurer, by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee or Trust Administrator so removed and one copy to the successor Trustee or Trust AdministratorServicer. The Holders of Certificates entitled to at least 5125% of the Voting Rights (or the NIMS Insurer upon failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee or the Trust Administrator and appoint a successor trustee acceptable to the NIMS Insurer, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee or Trust Administrator so removed and one complete set to the successor so appointed. A The Depositor shall deliver a copy of such instrument shall be delivered to the Certificateholders and Certificateholders, the Master Servicer by the Depositor. The Trust Administrator (i) may not be an Originator, and the Servicer, the Depositor or an affiliate of the Depositor unless the Trust Administrator is an institutional trust department, (ii) must be authorized to exercise corporate trust powers under the laws of its jurisdiction of organization, and (iii) must be rated at least “A/F1” by Fitch, if Fitch is a Rating Agency, or the equivalent rating by S&P or Xxxxx’x, or such other rating as is acceptable to Fitch as evidenced by a Rating Agency confirmation. If no successor Trust Administrator shall have been appointed and shall have accepted appointment within 60 days after the Trust Administrator ceases to be the Trust Administrator pursuant to this Section 8.07, then the Trustee shall perform the duties of the Trust Administrator pursuant to this Agreement. The Trustee shall notify the Rating Agencies of any change of Trust Administrator. Any resignation or removal of the Trustee or the Trust Administrator and appointment of a successor Trustee or Trust Administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor trustee as provided in Section 8.08. Notwithstanding anything to Any resignation or removal of the contrary contained herein, the Master Servicer and the initial Trust Administrator shall at all times be will result in the same Personremoval of the initial Master Servicer.

Resignation and Removal of the Trustee or Trust Administrator. The Trustee or the Trust Administrator may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the NIMS Insurer, the Servicer, the Master Servicer, each Rating Agency and, if the Trustee is resigning, resigning to the Trust Administrator, or, Administrator and if the Trust Administrator is resigning, resigning to the TrusteeTrustee and the Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee trustee or Trust Administratorsuccessor trust administrator, (which may be the same Person in the event both the Trustee and the Trust Administrator resign or are removed) acceptable to the NIMS Insurer as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee or Trust Administrator, as applicable, and one copy to the successor Trustee trustee or Trust Administratorsuccessor trust administrator, as applicable. The Depositor shall deliver a copy of such instrument to the Certificateholders, the Master Servicer and the Servicer. If no successor Trustee trustee or Trust Administratorsuccessor trust administrator, as applicable, shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Trust Administrator Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Trust Administrator, as applicablesuccessor. If at any time the Trustee or the Trust Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the NIMS Insurer (or in the case of the Trust Administrator, the Trustee)Fremont 2005-A Pooling & Servicing Agreement Depositor, or if at any time the Trustee or the Trust Administrator shall be legally unable to actbecome incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Trust Administrator or of its respective property shall be appointed, or any public officer shall take charge or control of the Trustee or the Trust Administrator or of its respective property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor, the NIMS Insurer or the Master Servicer Depositor may remove the Trustee or the Trust Administrator, as applicable. If the Depositor or the Master Servicer removes the Trustee or the Trust Administrator under the authority of the immediately preceding sentence, the Depositor shall promptly and appoint a successor Trustee or Trust Administrator, as applicable, acceptable to the NIMS Insurer, by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee or the Trust Administrator Administrator, as applicable, so removed and one copy to the successor Trustee or Trust Administratorsuccessor. The Depositor shall deliver a copy of such instrument to the Certificateholders, the Master Servicer and the Servicer. The Holders of Certificates entitled to at least 5125% of the Voting Rights (or the NIMS Insurer upon failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee or the Trust Administrator and appoint a successor trustee acceptable to the NIMS Insurer, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee or Trust Administrator so removed and one complete set to the successor so appointed. A The Depositor shall deliver a copy of such instrument shall be delivered to the Certificateholders and Certificateholders, the Master Servicer by the Depositor. The Trust Administrator (i) may not be an Originator, and the Servicer, the Depositor or an affiliate of the Depositor unless the Trust Administrator is an institutional trust department, (ii) must be authorized to exercise corporate trust powers under the laws of its jurisdiction of organization, and (iii) must be rated at least “A/F1” by Fitch, if Fitch is a Rating Agency, or the equivalent rating by S&P or Xxxxx’x, or such other rating as is acceptable to Fitch as evidenced by a Rating Agency confirmation. If no successor Trust Administrator shall have been appointed and shall have accepted appointment within 60 days after the Trust Administrator ceases to be the Trust Administrator pursuant to this Section 8.07, then the Trustee shall perform the duties of the Trust Administrator pursuant to this Agreement. The Trustee shall notify the Rating Agencies of any change of Trust Administrator. Any resignation or removal of the Trustee or the Trust Administrator and appointment of a successor Trustee or Trust Administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor trustee as provided in Section 8.08. Notwithstanding anything to Any resignation or removal of the contrary contained herein, the Master Servicer and the initial Trust Administrator shall at all times be will result in the same Personremoval of the initial Master Servicer.

Resignation and Removal of the Trustee or Trust Administrator. The Trustee or the Trust Administrator may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the NIMS Insurer, the Servicer, the Master Servicer, each Rating Agency andthe Swap Administrator, the NIM Insurer, if any, and if the Trustee is resigning, to the Trust Administrator, orAdministrator and, if the Trust Administrator is resigning, to the Trustee, the NIM Insurer, if any, and the Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee trustee or Trust Administratorsuccessor trust administrator, (which may be the same Person in the event both the Trustee and the Trust Administrator resign or are removed) as applicable, acceptable to the NIMS Insurer NIM Insurer, if any, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee or Trust Administrator, as applicable, and one copy to the successor Trustee trustee or Trust Administratorsuccessor trust administrator, as applicable. The Depositor shall deliver a copy of such instrument to the Certificateholders, the Master Servicer, the Swap Administrator and the Servicer. If no successor Trustee trustee or Trust Administratorsuccessor trust administrator, as applicable, shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Trust Administrator Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Trust Administrator, as applicablesuccessor. If at any time the Trustee or the Trust Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Fremont 2006-D Pooling & Servicing Agreement Depositor or the NIMS Insurer (or in the case of the Trust AdministratorNIM Insurer, the Trustee)if any, or if at any time the Trustee or the Trust Administrator shall be legally unable to actbecome incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Trust Administrator or of its respective property shall be appointed, or any public officer shall take charge or control of the Trustee or the Trust Administrator or of its respective property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor, the NIMS Insurer Depositor or the Master Servicer NIM Insurer, if any, may remove the Trustee or the Trust Administrator, as applicable. If the Depositor or the Master Servicer removes the Trustee or the Trust Administrator under the authority of the immediately preceding sentence, the Depositor shall promptly and appoint a successor Trustee or Trust Administrator, as applicable, acceptable to the NIMS NIM Insurer, if any, by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee or the Trust Administrator Administrator, as applicable, so removed and one copy to the successor Trustee or Trust Administratorsuccessor. The Depositor shall deliver a copy of such instrument to the Certificateholders, the Master Servicer and the Servicer. The Holders of Certificates entitled to at least 51% of the Voting Rights (or the NIMS Insurer NIM Insurer, if any, upon failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee or the Trust Administrator and appoint a successor trustee acceptable to the NIMS NIM Insurer, if any, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee or Trust Administrator so removed and one complete set to the successor so appointed. A The Depositor shall deliver a copy of such instrument shall be delivered to the Certificateholders and Certificateholders, the Master Servicer by the Depositor. The Trust Administrator (i) may not be an Originator, and the Servicer, the Depositor or an affiliate of the Depositor unless the Trust Administrator is an institutional trust department, (ii) must be authorized to exercise corporate trust powers under the laws of its jurisdiction of organization, and (iii) must be rated at least “A/F1” by Fitch, if Fitch is a Rating Agency, or the equivalent rating by S&P or Xxxxx’x, or such other rating as is acceptable to Fitch as evidenced by a Rating Agency confirmation. If no successor Trust Administrator shall have been appointed and shall have accepted appointment within 60 days after the Trust Administrator ceases to be the Trust Administrator pursuant to this Section 8.07, then the Trustee shall perform the duties of the Trust Administrator pursuant to this Agreement. The Trustee shall notify the Rating Agencies of any change of Trust Administrator. Any resignation or removal of the Trustee or the Trust Administrator and appointment of a successor Trustee or Trust Administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor trustee as provided in Section 8.08. Notwithstanding anything to Any resignation or removal of the contrary contained herein, the Master Servicer and the initial Trust Administrator shall at all times be will result in the same Personremoval of the initial Master Servicer.

Resignation and Removal of the Trustee or Trust Administrator. The Trustee or the Trust Administrator may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the NIMS Insurer, the Servicer, the Master Servicer, each Rating Agency andthe Swap Administrator, if the Trustee is resigning, resigning to the Trust Administrator, or, Administrator and if the Trust Administrator is resigning, resigning to the TrusteeTrustee and the Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee trustee or Trust Administratorsuccessor trust administrator, (which may be the same Person in the event both the Trustee and the Trust Administrator resign or are removed) acceptable to the NIMS Insurer as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee or Trust Administrator, as applicable, and one copy to the successor Trustee trustee or Trust Administratorsuccessor trust administrator, as applicable. The Depositor shall deliver a copy of such instrument to the Certificateholders, the Master Servicer, the Swap Administrator and the Servicer. If no successor Trustee trustee or Trust Administratorsuccessor trust administrator, as applicable, shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Trust Administrator Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Trust Administrator, as applicablesuccessor. If at any time the Trustee or the Trust Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the NIMS Insurer (or in the case of the Trust Administrator, the Trustee)Depositor, or if at any time the Trustee or the Trust Administrator shall be legally unable to actbecome incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Trust Administrator or of its respective property shall be appointed, or any public officer shall take charge or control of the Trustee or the Trust Administrator or of its respective property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor, the NIMS Insurer or the Master Servicer Depositor may remove the Trustee or the Trust Administrator, as applicable. If the Depositor or the Master Servicer removes the Trustee or the Trust Administrator under the authority of the immediately preceding sentence, the Depositor shall promptly and appoint a successor Trustee or Trust Administrator, as applicable, acceptable to the NIMS Insurer, by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee or the Trust Administrator Administrator, as applicable, so removed and one copy to the successor Trustee or Trust Administratorsuccessor. The Depositor shall deliver a copy of such instrument to the Certificateholders, the Master Servicer and the Servicer. The Holders of Certificates entitled to at least 5125% of the Voting Rights (or the NIMS Insurer upon failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee or the Trust Administrator and appoint a successor trustee acceptable to the NIMS Insurer, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee or Trust Administrator so removed and one complete set to the successor so appointed. A The Depositor shall deliver a copy of such instrument shall be delivered to the Certificateholders and Certificateholders, the Master Servicer by the Depositor. The Trust Administrator (i) may not be an Originator, and the Servicer, the Depositor or an affiliate of the Depositor unless the Trust Administrator is an institutional trust department, (ii) must be authorized to exercise corporate trust powers under the laws of its jurisdiction of organization, and (iii) must be rated at least “A/F1” by Fitch, if Fitch is a Rating Agency, or the equivalent rating by S&P or Xxxxx’x, or such other rating as is acceptable to Fitch as evidenced by a Rating Agency confirmation. If no successor Trust Administrator shall have been appointed and shall have accepted appointment within 60 days after the Trust Administrator ceases to be the Trust Administrator pursuant to this Section 8.07, then the Trustee shall perform the duties of the Trust Administrator pursuant to this Agreement. The Trustee shall notify the Rating Agencies of any change of Trust Administrator. Any resignation or removal of the Trustee or the Trust Administrator and appointment of a successor Trustee or Trust Administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor trustee as provided in Section 8.08. Notwithstanding anything to Any resignation or removal of the contrary contained herein, the Master Servicer and the initial Trust Administrator shall at all times be will result in the same Personremoval of the initial Master Servicer.

Resignation and Removal of the Trustee or Trust Administrator. The Trustee or the Trust Administrator may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the NIMS Insurer, the Servicer, the Master Servicer, each Rating Agency and, if the Trustee is resigning, to the Trust Administrator, or, if the Trust Administrator is resigning, to the Trustee. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Trust Administrator, (which may be the same Person in the event both the Trustee and the Trust Administrator resign or are removed) acceptable to the NIMS Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee or Trust Administrator, as applicable, and one copy to the successor Trustee or Trust Administrator. If no successor Trustee or Trust Administrator, as applicable, shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Trust Administrator may petition any court of competent jurisdiction for the appointment of a successor Trustee or Trust Administrator, as applicable. If the Trust Administrator and the Master Servicer are the same entity, then at any time the Trust Administrator resigns or is removed as Trust Administrator, the Master Servicer shall also be removed hereunder. If at any time the Trustee or the Trust Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the NIMS Insurer (or in the case of the Trust Administrator, the Trustee), or if at any time the Trustee or the Trust Administrator shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Trust Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Trust Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor, the NIMS Insurer Insurer, the Servicer or the Master Servicer may remove the Trustee or the Trust Administrator, as applicable. If the Depositor Depositor, a Servicer or the Master Servicer removes the Trustee or the Trust Administrator under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee or Trust Administrator, as applicable, acceptable to the NIMS Insurer, by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee or Trust Administrator so removed and one copy to the successor Trustee or Trust Administrator. The Holders of Certificates entitled to at least 51% of the Voting Rights (or the NIMS Insurer upon failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee or the Trust Administrator and appoint a successor trustee acceptable to the NIMS Insurer, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee or Trust Administrator so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders Certificateholders, the Servicer and the Master Servicer by the Depositor. The Trust Administrator (i) may not be an the Originator, the Servicer, the Depositor or an affiliate of the Depositor unless the Trust Administrator is an institutional trust department, (ii) must be authorized to exercise corporate trust powers under the laws of its jurisdiction of organization, and (iii) must be rated at least “A/F1” by Fitch Ratings Inc. (“Fitch”), if Fitch is a Rating Agency, or the equivalent rating by S&P or Xxxxx’xMooxx’x, or xr such other rating as is acceptable to Fitch as evidenced by a Rating Agency confirmation. If no successor Trust Administrator shall have been appointed and shall have accepted appointment within 60 days after the Trust Administrator ceases to be the Trust Administrator pursuant to this Section 8.07, then the Trustee shall perform the duties of the Trust Administrator pursuant to this Agreement. The Trustee shall notify the Rating Agencies of any change of Trust Administrator. Any resignation or removal of the Trustee or Trust Administrator and appointment of a successor Trustee or Trust Administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor trustee as provided in Section 8.08. Notwithstanding anything to the contrary contained herein, the Master Servicer and the Trust Administrator shall at all times be the same Person.

Resignation and Removal of the Trustee or Trust Administrator. The Trustee or the Trust Administrator may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the NIMS Insurer, the Servicer, the Master Servicer, each Rating Agency and, if the Trustee is resigning, to the Trust Administrator, or, if the Trust Administrator is resigning, to the Trustee. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Trust Administrator, (which may be the same Person in the event both the Trustee and the Trust Administrator resign or are removed) acceptable to the NIMS Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee or Trust Administrator, as applicable, and one copy to the successor Trustee or Trust Administrator. If no successor Trustee or Trust Administrator, as applicable, shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Trust Administrator may petition any court of competent jurisdiction for the appointment of a successor Trustee or Trust Administrator, as applicable. If the Trust Administrator and the Master Servicer are the same entity, then at any time the Trust Administrator resigns or is removed as Trust Administrator, the Master Servicer shall also be removed hereunder. If at any time the Trustee or the Trust Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the NIMS Insurer (or in the case of the Trust Administrator, the Trustee), or if at any time the Trustee or the Trust Administrator shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Trust Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Trust Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor, the NIMS Insurer Insurer, the Servicer or the Master Servicer may remove the Trustee or the Trust Administrator, as applicable. If the Depositor Depositor, the Servicer or the Master Servicer removes the Trustee or the Trust Administrator under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee or Trust Administrator, as applicable, acceptable to the NIMS Insurer, by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee or Trust Administrator so removed and one copy to the successor Trustee or Trust Administrator. The Holders of Certificates entitled to at least 51% of the Voting Rights (or the NIMS Insurer upon failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee or the Trust Administrator and appoint a successor trustee acceptable to the NIMS Insurer, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee or Trust Administrator so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders Certificateholders, the Servicer and the Master Servicer by the Depositor. The Trust Administrator (i) may not be an the Originator, the Servicer, the Depositor or an affiliate of the Depositor unless the Trust Administrator is an institutional trust department, (ii) must be authorized to exercise corporate trust powers under the laws of its jurisdiction of organization, and (iii) must be rated at least “A/F1” by Fitch, if Fitch is a Rating Agency, or the equivalent rating by S&P or Xxxxx’x, or such other rating as is acceptable to Fitch as evidenced by a Rating Agency confirmation. If no successor Trust Administrator shall have been appointed and shall have accepted appointment within 60 days after the Trust Administrator ceases to be the Trust Administrator pursuant to this Section 8.07, then the Trustee shall perform the duties of the Trust Administrator pursuant to this Agreement. The Trustee shall notify the Rating Agencies of any change of Trust Administrator. Any resignation or removal of the Trustee or Trust Administrator and appointment of a successor Trustee or Trust Administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor trustee as provided in Section 8.08. Notwithstanding anything to the contrary contained herein, the Master Servicer and the Trust Administrator shall at all times be the same Person.

Resignation and Removal of the Trustee or Trust Administrator. The Trustee or the Trust Administrator may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the NIMS Insurer, the Servicer, the Master Servicer, each Rating Agency and, if the Trustee is resigning, to the Trust Administrator, or, if the Trust Administrator is resigning, to the Trustee. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Trust Administrator, (which may be the same Person in the event both the Trustee and the Trust Administrator resign or are removed) acceptable to the NIMS Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee or Trust Administrator, as applicable, and one copy to the successor Trustee or Trust Administrator. If no successor Trustee or Trust Administrator, as applicable, shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Trust Administrator may petition any court of competent jurisdiction for the appointment of a successor Trustee or Trust Administrator, as applicable. If at any time the Trustee or the Trust Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the NIMS Insurer (or in the case of the Trust Administrator, the Trustee), or if at any time the Trustee or the Trust Administrator shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Trust Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Trust Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor, the NIMS Insurer Depositor or the Master Servicer may remove the Trustee or the Trust Administrator, as applicable. If the Depositor or the Master Servicer removes the Trustee or the Trust Administrator under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee or Trust Administrator, as applicable, acceptable to the NIMS Insurer, by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee or Trust Administrator so removed and one copy to the successor Trustee or Trust Administrator. The Holders of Certificates entitled to at least 51% of the Voting Rights (or the NIMS Insurer upon failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee or the Trust Administrator and appoint a successor trustee acceptable to the NIMS Insurer, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee or Trust Administrator so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders and the Master Servicer by the Depositor. The Trust Administrator (i) may not be an Originator, the Servicer, the Depositor or an affiliate of the Depositor unless the Trust Administrator is an institutional trust department, (ii) must be authorized to exercise corporate trust powers under the laws of its jurisdiction of organization, and (iii) must be rated at least “A/F1” by Fitch, if Fitch is a Rating Agency, or the equivalent rating by S&P or Xxxxx’x, or such other rating as is acceptable to Fitch as evidenced by a Rating Agency confirmation. If no successor Trust Administrator shall have been appointed and shall have accepted appointment within 60 days after the Trust Administrator ceases to be the Trust Administrator pursuant to this Section 8.07, then the Trustee shall perform the duties of the Trust Administrator pursuant to this Agreement. The Trustee shall notify the Rating Agencies of any change of Trust Administrator. Any resignation or removal of the Trustee or Trust Administrator and appointment of a successor Trustee or Trust Administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor trustee as provided in Section 8.08. Notwithstanding anything to the contrary contained herein, the Master Servicer and the Trust Administrator shall at all times be the same Person.

Resignation and Removal of the Trustee or Trust Administrator. The Trustee or the Trust Administrator may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the NIMS Insurer, the ServicerServicers, the Master Servicer, each Rating Agency and, if the Trustee is resigning, to the Trust Administrator, or, if the Trust Administrator is resigning, to the Trustee. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Trust Administrator, (which may be the same Person in the event both the Trustee and the Trust Administrator resign or are removed) acceptable to the NIMS Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee or Trust Administrator, as applicable, and one copy to the successor Trustee or Trust Administrator. If no successor Trustee or Trust Administrator, as applicable, shall have been so appointed and having 181 accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Trust Administrator may petition any court of competent jurisdiction for the appointment of a successor Trustee or Trust Administrator, as applicable. If the Trust Administrator and the Master Servicer are the same entity, then at any time the Trust Administrator resigns or is removed as Trust Administrator, the Master Servicer shall also be removed hereunder. If at any time the Trustee or the Trust Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the NIMS Insurer (or in the case of the Trust Administrator, the Trustee), or if at any time the Trustee or the Trust Administrator shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Trust Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Trust Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor, the NIMS Insurer Insurer, the Servicers or the Master Servicer may remove the Trustee or the Trust Administrator, as applicable. If the Depositor Depositor, a Servicer or the Master Servicer removes the Trustee or the Trust Administrator under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee or Trust Administrator, as applicable, acceptable to the NIMS Insurer, by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee or Trust Administrator so removed and one copy to the successor Trustee or Trust Administrator. The Holders of Certificates entitled to at least 51% of the Voting Rights (or the NIMS Insurer upon failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee or the Trust Administrator and appoint a successor trustee acceptable to the NIMS Insurer, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee or Trust Administrator so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders Certificateholders, the Servicers and the Master Servicer by the Depositor. The Trust Administrator (i) may not be an the Originator, the Servicer, the Depositor or an affiliate of the Depositor unless the Trust Administrator is an institutional trust department, (ii) must be authorized to exercise corporate trust powers under the laws of its jurisdiction of organization, and (iii) must be rated at least “"A/F1” " by Fitch Ratings Inc. ("Fitch"), if Fitch is a Rating Agency, or the equivalent rating by S&P or Xxxxx’xMoody's, or such other rating xxxxx xating as is acceptable to Fitch as evidenced by a Rating Agency confirmation. If no successor Trust Administrator shall have been appointed and shall have accepted appointment within 60 days after the Trust Administrator ceases to be the Trust Administrator pursuant to this Section 8.07, then the Trustee shall perform the duties of the Trust Administrator pursuant to this Agreement. The Trustee shall notify the Rating Agencies of any change of Trust Administrator. Any resignation or removal of the Trustee or Trust Administrator and appointment of a successor Trustee or Trust Administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor trustee as provided in Section 8.08. 182 Notwithstanding anything to the contrary contained herein, the Master Servicer and the Trust Administrator shall at all times be the same Person.

Resignation and Removal of the Trustee or Trust Administrator. The Trustee or the Trust Administrator may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the NIMS Insurer, the Servicer, the Master Servicer, each Rating Agency and, if the Trustee is resigning, resigning to the Trust Administrator, or, Administrator and if the Trust Administrator is resigning, resigning to the TrusteeTrustee and the Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee trustee or Trust Administratorsuccessor trust administrator, (which may be the same Person in the event both the Trustee and the Trust Administrator resign or are removed) acceptable to the NIMS Insurer as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee or Trust Administrator, as applicable, and one copy to the successor Trustee trustee or Trust Administratorsuccessor trust administrator, as applicable. The Depositor shall deliver a copy of such instrument to the Certificateholders, the Master Servicer and the Servicer. If no successor Trustee trustee or Trust Administratorsuccessor trust administrator, as applicable, shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Trust Administrator Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Trust Administrator, as applicablesuccessor. If at any time the Trustee or the Trust Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the NIMS Insurer (or in the case of the Trust Administrator, the Trustee)Depositor, or if at any time the Trustee or the Trust Administrator shall be legally unable to actbecome incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Trust Administrator or of its respective property shall be appointed, or any public officer shall take charge or control of the Trustee or the Trust Administrator or of its respective property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor, Depositor may remove the NIMS Insurer Fremont [200___-___] Pooling & Servicing Agreement 161 Trustee or the Master Servicer may remove Trust Administrator, as applicable, and appoint a successor by written instrument, in duplicate, which instrument shall be delivered to the Trustee or the Trust Administrator, as applicable, so removed and to the successor. If The Depositor shall deliver a copy of such instrument to the Depositor or Certificateholders, the Master Servicer removes and the Trustee or the Trust Administrator under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee or Trust Administrator, as applicable, acceptable to the NIMS Insurer, by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee or Trust Administrator so removed and one copy to the successor Trustee or Trust AdministratorServicer. The Holders of Certificates entitled to at least 5125% of the Voting Rights (or the NIMS Insurer upon failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee or the Trust Administrator and appoint a successor trustee acceptable to the NIMS Insurer, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee or Trust Administrator so removed and one complete set to the successor so appointed. A The Depositor shall deliver a copy of such instrument shall be delivered to the Certificateholders and Certificateholders, the Master Servicer by the Depositor. The Trust Administrator (i) may not be an Originator, and the Servicer, the Depositor or an affiliate of the Depositor unless the Trust Administrator is an institutional trust department, (ii) must be authorized to exercise corporate trust powers under the laws of its jurisdiction of organization, and (iii) must be rated at least “A/F1” by Fitch, if Fitch is a Rating Agency, or the equivalent rating by S&P or Xxxxx’x, or such other rating as is acceptable to Fitch as evidenced by a Rating Agency confirmation. If no successor Trust Administrator shall have been appointed and shall have accepted appointment within 60 days after the Trust Administrator ceases to be the Trust Administrator pursuant to this Section 8.07, then the Trustee shall perform the duties of the Trust Administrator pursuant to this Agreement. The Trustee shall notify the Rating Agencies of any change of Trust Administrator. Any resignation or removal of the Trustee or the Trust Administrator and appointment of a successor Trustee or Trust Administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor trustee as provided in Section 8.08. Notwithstanding anything to Any resignation or removal of the contrary contained herein, the Master Servicer and the initial Trust Administrator shall at all times be will result in the same Personremoval of the initial Master Servicer.

Resignation and Removal of the Trustee or Trust Administrator. The Trustee or the Trust Administrator may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the NIMS Insurer, the Servicer, the Master Servicer, each Rating Agency and, if the Trustee is resigning, to the Trust Administrator, or, if the Trust Administrator is resigning, to the Trustee. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Trust Administrator, (which may be the same Person in the event both the Trustee and the Trust Administrator resign or are removed) acceptable to the NIMS Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee or Trust Administrator, as applicable, and one copy to the successor Trustee or Trust Administrator. If no successor Trustee or Trust Administrator, as applicable, shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Trust Administrator may petition any court of competent jurisdiction for the appointment of a successor Trustee or Trust Administrator, as applicable. If the Trust Administrator and the Master Servicer are the same entity, then at any time the Trust Administrator resigns or is removed as Trust Administrator, the Master Servicer shall also be removed hereunder. If at any time the Trustee or the Trust Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the NIMS Insurer (or in the case of the Trust Administrator, the Trustee), or if at any time the Trustee or the Trust Administrator shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Trust Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Trust Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor, the NIMS Insurer Insurer, the Servicer or the Master Servicer may remove the Trustee or the Trust Administrator, as applicable. If the Depositor Depositor, the Servicer or the Master Servicer removes the Trustee or the Trust Administrator under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee or Trust Administrator, as applicable, acceptable to the NIMS Insurer, by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee or Trust Administrator so removed and one copy to the successor Trustee or Trust Administrator. The Holders of Certificates entitled to at least 51% of the Voting Rights (or the NIMS Insurer upon failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee or the Trust Administrator and appoint a successor trustee acceptable to the NIMS Insurer, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee or Trust Administrator so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders Certificateholders, the Servicer and the Master Servicer by the Depositor. The Trust Administrator (i) may not be an the Originator, the Servicer, the Depositor or an affiliate of the Depositor unless the Trust Administrator is an institutional trust department, (ii) must be authorized to exercise corporate trust powers under the laws of its jurisdiction of organization, and (iii) must be rated at least “A/F1” by FitchFitch Ratings Inc., if Fitch Ratings Inc. is a Rating Agency, or the equivalent rating by S&P or Xxxxx’x, or such other rating as is acceptable to Fitch as evidenced by a Rating Agency confirmation. If no successor Trust Administrator shall have been appointed and shall have accepted appointment within 60 days after the Trust Administrator ceases to be the Trust Administrator pursuant to this Section 8.07, then the Trustee shall perform the duties of the Trust Administrator pursuant to this Agreement. The Trustee shall notify the Rating Agencies of any change of Trust Administrator. Any resignation or removal of the Trustee or Trust Administrator and appointment of a successor Trustee or Trust Administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor trustee as provided in Section 8.08. Notwithstanding anything to the contrary contained herein, the Master Servicer and the Trust Administrator shall at all times be the same Person.

Resignation and Removal of the Trustee or Trust Administrator. The Trustee or the Trust Administrator may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the NIMS Insurer, the ServicerServicers, the Master Servicer, each Rating Agency and, if the Trustee is resigning, to the Trust Administrator, or, if the Trust Administrator is resigning, to the Trustee. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Trust Administrator, (which may be the same Person in the event both the Trustee and the Trust Administrator resign or are removed) acceptable to the NIMS Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee or Trust Administrator, as applicable, and one copy to the successor Trustee or Trust Administrator. If no successor Trustee or Trust Administrator, as applicable, shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Trust Administrator may petition any court of competent jurisdiction for the appointment of a successor Trustee or Trust Administrator, as applicable. If at any time the Trustee or the Trust Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the NIMS Insurer (or in the case of the Trust Administrator, the Trustee), or if at any time the Trustee or the Trust Administrator shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Trust Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Trust Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor, the NIMS Insurer or the Master Servicer may remove the Trustee or the Trust Administrator, as applicable. If the Depositor or the Master Servicer removes the Trustee or the Trust Administrator under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee or Trust Administrator, as applicable, acceptable to the NIMS Insurer, by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee or Trust Administrator so removed and one copy to the successor Trustee or Trust Administrator. The Holders of Certificates entitled to at least 51% of the Voting Rights (or the NIMS Insurer upon failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee or the Trust Administrator and appoint a successor trustee acceptable to the NIMS Insurer, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee or Trust Administrator so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders and the Master Servicer by the Depositor. The Trust Administrator (i) may not be an Originator, the a Servicer, the Depositor or an affiliate of the Depositor unless the Trust Administrator is an institutional trust department, (ii) must be authorized to exercise corporate trust powers under the laws of its jurisdiction of organization, and (iii) must be rated at least “"A/F1” " by Fitch, if Fitch is a Rating Agency, or the equivalent rating by S&P or Xxxxx’xMoody's, or such other xxxxx rating as is acceptable to Fitch as evidenced by a Rating Agency confirmation. If no successor Trust Administrator shall have been appointed and shall have accepted appointment within 60 days after the Trust Administrator ceases to be the Trust Administrator pursuant to this Section 8.07, then the Trustee shall perform the duties of the Trust Administrator pursuant to this Agreement. The Trustee shall notify the Rating Agencies of any change of Trust Administrator. Any resignation or removal of the Trustee or Trust Administrator and appointment of a successor Trustee or Trust Administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor trustee as provided in Section 8.08. Notwithstanding anything to the contrary contained herein, the Master Servicer and the Trust Administrator shall at all times be the same Person.

Resignation and Removal of the Trustee or Trust Administrator. The Trustee or the Trust Administrator may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the NIMS Insurer, the Servicer, the Master Servicer, each Rating Agency andthe Swap Administrator, if the Trustee is resigning, resigning to the Trust Administrator, or, Administrator and if the Trust Administrator is resigning, resigning to the TrusteeTrustee and the Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee trustee or Trust Administratorsuccessor trust administrator, (which may be the same Person in the event both the Trustee and the Trust Administrator resign or are removed) acceptable to the NIMS Insurer as applicable, by written instrument, in duplicate, one copy of which instrument Fremont 2006-C Pooling & Servicing Agreement shall be delivered to the resigning Trustee or Trust Administrator, as applicable, and one copy to the successor Trustee trustee or Trust Administratorsuccessor trust administrator, as applicable. The Depositor shall deliver a copy of such instrument to the Certificateholders, the Master Servicer, the Swap Administrator and the Servicer. If no successor Trustee trustee or Trust Administratorsuccessor trust administrator, as applicable, shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Trust Administrator Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Trust Administrator, as applicablesuccessor. If at any time the Trustee or the Trust Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the NIMS Insurer (or in the case of the Trust Administrator, the Trustee)Depositor, or if at any time the Trustee or the Trust Administrator shall be legally unable to actbecome incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Trust Administrator or of its respective property shall be appointed, or any public officer shall take charge or control of the Trustee or the Trust Administrator or of its respective property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor, the NIMS Insurer or the Master Servicer Depositor may remove the Trustee or the Trust Administrator, as applicable. If the Depositor or the Master Servicer removes the Trustee or the Trust Administrator under the authority of the immediately preceding sentence, the Depositor shall promptly and appoint a successor Trustee or Trust Administrator, as applicable, acceptable to the NIMS Insurer, by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee or the Trust Administrator Administrator, as applicable, so removed and one copy to the successor Trustee or Trust Administratorsuccessor. The Depositor shall deliver a copy of such instrument to the Certificateholders, the Master Servicer and the Servicer. The Holders of Certificates entitled to at least 51% of the Voting Rights (or the NIMS Insurer upon failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee or the Trust Administrator and appoint a successor trustee acceptable to the NIMS Insurer, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee or Trust Administrator so removed and one complete set to the successor so appointed. A The Depositor shall deliver a copy of such instrument shall be delivered to the Certificateholders and Certificateholders, the Master Servicer by the Depositor. The Trust Administrator (i) may not be an Originator, and the Servicer, the Depositor or an affiliate of the Depositor unless the Trust Administrator is an institutional trust department, (ii) must be authorized to exercise corporate trust powers under the laws of its jurisdiction of organization, and (iii) must be rated at least “A/F1” by Fitch, if Fitch is a Rating Agency, or the equivalent rating by S&P or Xxxxx’x, or such other rating as is acceptable to Fitch as evidenced by a Rating Agency confirmation. If no successor Trust Administrator shall have been appointed and shall have accepted appointment within 60 days after the Trust Administrator ceases to be the Trust Administrator pursuant to this Section 8.07, then the Trustee shall perform the duties of the Trust Administrator pursuant to this Agreement. The Trustee shall notify the Rating Agencies of any change of Trust Administrator. Any resignation or removal of the Trustee or the Trust Administrator and appointment of a successor Trustee or Trust Administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor trustee as provided in Section 8.08. Notwithstanding anything to Any resignation or removal of the contrary contained herein, the Master Servicer and the initial Trust Administrator shall at all times be will result in the same Personremoval of the initial Master Servicer.

Resignation and Removal of the Trustee or Trust Administrator. The Trustee or the Trust Administrator may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the NIMS Insurer, the Servicer, the Master Servicer, each Rating Agency and, if the Trustee is resigning, resigning to the Trust Administrator, or, Administrator and if the Trust Administrator is resigning, resigning to the TrusteeTrustee and the Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee trustee or Trust Administratorsuccessor trust administrator, (which may be the same Person in the event both the Trustee and the Trust Administrator resign or are removed) acceptable to the NIMS Insurer as applicable, by written instrument, in duplicate, one copy of which instrument shall be 153 delivered to the resigning Trustee or Trust Administrator, as applicable, and one copy to the successor Trustee trustee or Trust Administratorsuccessor trust administrator, as applicable. The Depositor shall deliver a copy of such instrument to the Certificateholders, the Master Servicer and the Servicer. If no successor Trustee trustee or Trust Administratorsuccessor trust administrator, as applicable, shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Trust Administrator Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Trust Administrator, as applicablesuccessor. If at any time the Trustee or the Trust Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the NIMS Insurer (or in the case of the Trust Administrator, the Trustee)Depositor, or if at any time the Trustee or the Trust Administrator shall be legally unable to actbecome incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Trust Administrator or of its respective property shall be appointed, or any public officer shall take charge or control of the Trustee or the Trust Administrator or of its respective property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor, the NIMS Insurer or the Master Servicer Depositor may remove the Trustee or the Trust Administrator, as applicable. If the Depositor or the Master Servicer removes the Trustee or the Trust Administrator under the authority of the immediately preceding sentence, the Depositor shall promptly and appoint a successor Trustee or Trust Administrator, as applicable, acceptable to the NIMS Insurer, by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee or the Trust Administrator Administrator, as applicable, so removed and one copy to the successor Trustee or Trust Administratorsuccessor. The Depositor shall deliver a copy of such instrument to the Certificateholders, the Master Servicer and the Servicer. The Holders of Certificates entitled to at least 5125% of the Voting Rights (or the NIMS Insurer upon failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee or the Trust Administrator and appoint a successor trustee acceptable to the NIMS Insurer, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee or Trust Administrator so removed and one complete set to the successor so appointed. A The Depositor shall deliver a copy of such instrument shall be delivered to the Certificateholders and Certificateholders, the Master Servicer by the Depositor. The Trust Administrator (i) may not be an Originator, and the Servicer, the Depositor or an affiliate of the Depositor unless the Trust Administrator is an institutional trust department, (ii) must be authorized to exercise corporate trust powers under the laws of its jurisdiction of organization, and (iii) must be rated at least “A/F1” by Fitch, if Fitch is a Rating Agency, or the equivalent rating by S&P or Xxxxx’x, or such other rating as is acceptable to Fitch as evidenced by a Rating Agency confirmation. If no successor Trust Administrator shall have been appointed and shall have accepted appointment within 60 days after the Trust Administrator ceases to be the Trust Administrator pursuant to this Section 8.07, then the Trustee shall perform the duties of the Trust Administrator pursuant to this Agreement. The Trustee shall notify the Rating Agencies of any change of Trust Administrator. Any resignation or removal of the Trustee or the Trust Administrator and appointment of a successor Trustee or Trust Administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor trustee as provided in Section 8.08. Notwithstanding anything to Any resignation or removal of the contrary contained herein, the Master Servicer and the initial Trust Administrator shall at all times be will result in the same Personremoval of the initial Master Servicer.

Resignation and Removal of the Trustee or Trust Administrator. The Trustee or the Trust Administrator may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the NIMS Insurer, the Servicer, the Master Servicer, each Rating Agency and, if the Trustee is resigning, resigning to the Trust Administrator, or, Administrator and if the Trust Administrator is resigning, resigning to the Trustee, the Class IA Insurer and the Certificateholders. Upon receiving such notice of resignation, the Depositor Depositor, with the prior written consent of the Class IA Insurer which shall not be unreasonably withheld or delayed, shall promptly appoint a successor Trustee trustee or Trust Administratorsuccessor trust administrator, (which may be the same Person in the event both the Trustee and the Trust Administrator resign or are removed) acceptable to the NIMS Insurer as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee or Trust Administrator, as applicable, and one copy to the successor Trustee trustee or Trust Administratorsuccessor trust administrator, as applicable. The Depositor shall deliver a copy of such instrument to the Certificateholders, the Master Servicer, the Class IA Insurer and the Servicer. If no successor Trustee trustee or Trust Administratorsuccessor trust administrator, as applicable, shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Trust Administrator Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Trust Administrator, as applicablesuccessor. 140 If at any time the Trustee or the Trust Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the NIMS Insurer (or in the case of the Trust Administrator, the Trustee)Depositor, or if at any time the Trustee or the Trust Administrator shall be legally unable to actbecome incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Trust Administrator or of its respective property shall be appointed, or any public officer shall take charge or control of the Trustee or the Trust Administrator or of its respective property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor, the NIMS Insurer or the Master Servicer Depositor may remove the Trustee or the Trust Administrator, as applicable. If the Depositor or the Master Servicer removes the Trustee or the Trust Administrator under the authority of the immediately preceding sentence, the Depositor shall promptly and appoint a successor Trustee or Trust Administrator, as applicable, acceptable to the NIMS Insurer, by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee or the Trust Administrator Administrator, as applicable, so removed and one copy to the successor Trustee or Trust Administratorsuccessor. The Depositor shall deliver a copy of such instrument to the Certificateholders, the Master Servicer, the Class IA Insurer and the Servicer. The Holders of Certificates entitled to at least 5125% of the Voting Rights (or the NIMS Insurer upon failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee or the Trust Administrator and appoint a successor trustee acceptable to the NIMS Insurer, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee or Trust Administrator so removed and one complete set to the successor so appointed. A The Depositor shall deliver a copy of such instrument shall be delivered to the Certificateholders and Certificateholders, the Master Servicer by the Depositor. The Trust Administrator (i) may not be an Originator, the Servicer, the Depositor or an affiliate of Class IA Insurer and the Depositor unless the Trust Administrator is an institutional trust department, (ii) must be authorized to exercise corporate trust powers under the laws of its jurisdiction of organization, and (iii) must be rated at least “A/F1” by Fitch, if Fitch is a Rating Agency, or the equivalent rating by S&P or Xxxxx’x, or such other rating as is acceptable to Fitch as evidenced by a Rating Agency confirmation. If no successor Trust Administrator shall have been appointed and shall have accepted appointment within 60 days after the Trust Administrator ceases to be the Trust Administrator pursuant to this Section 8.07, then the Trustee shall perform the duties of the Trust Administrator pursuant to this Agreement. The Trustee shall notify the Rating Agencies of any change of Trust AdministratorServicer. Any resignation or removal of the Trustee or the Trust Administrator and appointment of a successor Trustee or Trust Administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor trustee as provided in Section 8.08. Notwithstanding anything to Any resignation or removal of the contrary contained herein, the Master Servicer and the initial Trust Administrator shall at all times be will result in the same Personremoval of the initial Master Servicer.