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

Resignation and Removal of Trustee and the Securities Administrator. (a) The Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Securities Administrator, the Depositor and the Master Servicer. Upon receiving such notice of resignation, the Depositor will promptly appoint a successor trustee, by written instrument, one copy of which instrument shall be delivered to the resigning Trustee, one copy to the successor trustee, one copy to the Securities Administrator and one copy to the Master Servicer. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. At least 15 calendar days prior to the effective date of such resignation, the Trustee shall provide (x) written notice to the Depositor and the Master Servicer of any successor pursuant to this Section (other than a successor appointed by the Depositor in accordance with the preceding paragraph) and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Trustee. (b) If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 6.05 and shall fail to resign after written request therefor by the Depositor, (ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or

Resignation and Removal of Trustee and the Securities Administrator. (a) The Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Securities Administrator, the Depositor and the Master Servicer. Upon receiving such notice of resignation, the Depositor will promptly appoint a successor trustee, by written instrument, one copy of which instrument shall be delivered to the resigning Trustee, one copy to the successor trustee, one copy to the Securities Administrator and one copy to the Master Servicer. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. At least 15 calendar days prior to the effective date of such resignation, the Trustee shall provide (x) written notice to the Depositor and the Master Servicer of any successor pursuant to this Section (other than a successor appointed by the Depositor in accordance with the preceding paragraph) and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Trustee. (b) If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 6.05 and shall fail to resign after written request therefor by the Depositor, (ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, oror a receiver of the Trustee of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of either of their property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii) (A) a tax is imposed or threatened with respect to the Trust Fund by any state in which the Trustee or the Trust Fund held by the Trustee is located due to the location of the Trustee, (B) the imposition of such tax would be avoided by the appointment of a different trustee and (C) the Trustee fails to indemnify the Trust Fund against such tax (iv) the continued use of the Trustee would result in a downgrading of the rating by any Rating Agency of any Class of Certificates with a rating, or (v) the Trustee fails to comply with its obligations under the penultimate paragraph of Section 6.14(a), in the preceding paragraph or Article XII and such failure is not remedied within the lesser of 10 calendar days or such period in which the applicable Exchange Act Report can be filed timely (without taking into account any extensions), then, in the case of clauses (i) through (iv), the Depositor shall remove the Trustee and the Depositor shall appoint a successor trustee, acceptable to the Master Servicer by written instrument, one copy of which instrument shall be delivered to the Trustee so removed, one copy to the successor trustee, one copy to the Securities Administrator and one copy to the Master Servicer. (c) The Holders of more than 50% of the Class Principal Balance (or Percentage Interest) of each Class of Certificates may at any time upon 30 days’ written notice to the Trustee and to the Depositor remove the Trustee by such written instrument, signed by such Holders or their attorney-in-fact duly authorized, one copy of which instrument shall be delivered to the Depositor, one copy to the Trustee, one copy to the Securities Administrator and one copy to the Master Servicer; the Depositor shall thereupon appoint a successor trustee in accordance with this Section. (d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee, as provided in Section 6.07. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after such notice of dismissal, the Trustee who received such notice of dismissal may petition any court of competent jurisdiction for the appointment of a successor trustee. (e) The Securities Administrator shall not resign except in accordance with the provisions of Sections 9.06 and 9.07 hereof, to the same extent that the Master Servicer is entitled to resign or assign or delegate, as applicable, its duties hereunder. (f) If at any time the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 9.10 hereof and shall fail to resign after written request thereto by the Depositor, or if at any time the Securities Administrator shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or a tax is imposed with respect to the Trust Fund by any state in which the Securities Administrator or the Trust Fund is located and the imposition of such tax would be avoided by the appointment of a different Securities Administrator, then the Depositor or the Trustee may remove the Securities Administrator and appoint a successor securities administrator by written instrument, in triplicate, one copy of which instrument shall be delivered to the Securities Administrator so removed, one copy of which shall be delivered to the Master Servicer and one copy to the successor securities administrator. (g) If no successor securities administrator shall have been appointed and shall have accepted appointment within 60 days after Xxxxx Fargo Bank, N.A., as Securities Administrator, ceases to be the securities administrator pursuant to this Section 6.06, then the Trustee (as successor Securities Administrator) shall perform the duties of the Securities Administrator pursuant to this Agreement. The Trustee shall notify the Rating Agencies of any change of the Securities Administrator. In such event, the Trustee shall assume all of the rights and obligations of the Securities Administrator hereunder arising thereafter except that the Trustee shall not be (i) liable for losses of the predecessor Securities Administrator or any acts or omissions of the predecessor Securities Administrator hereunder, (ii) deemed to have made any representations and warranties of the Securities Administrator made herein and (iii) subject to the same resignation limitations as set forth in Section 9.06 hereof; provided, however, that the Trustee (as successor securities administrator) shall not resign until a successor securities administrator has accepted appointment pursuant to Section 6.07 hereof. The Trustee shall not be accountable, shall have no liability and makes no representation as to any acts or omissions hereunder of the Securities Administrator until such time as the Trustee may be required to act as successor Securities Administrator pursuant to this Section 6.06 and thereupon only for the acts or omissions of the Trustee as successor Securities Administrator. If the Trustee is unwilling, or unable, to act as successor Securities Administrator, then, in such event, the Trustee may appoint, or petition a court of competent jurisdiction to appoint a successor Securities Administrator meeting the criteria set forth in Section 9.10 hereof. Such successor Securities Administrator shall be entitled to the Securities Administrator Compensation. (h) The Trustee as successor securities administrator shall be entitled to be reimbursed for all reasonable costs and expenses associated with the transfer of the duties of the Securities Administrator by the predecessor Securities Administrator, including, without limitation, any costs or expenses associated with the complete transfer of all securities administrator data and the completion, correction or manipulation of such securities administrator data as may be required by the Trustee as successor securities administrator to correct any errors or insufficiencies in such securities administrator data or otherwise to enable the Trustee or successor securities administrator to perform the duties of the Securities Administrator properly and effectively; provided, however, that the predecessor Securities Administrator shall not be obligated to make any such reimbursements if such Securities Administrator was terminated or removed without cause or if such termination or removal was a result of the imposition of any tax on the Trust Estate by any state in which the Securities Administrator or the Trust Fund is located. If such costs are not paid by the predecessor Securities Administrator, the Trustee shall pay such costs from the Trust Fund. (i) The Trustee, as successor Securities Administrator, as compensation for its activities hereunder as successor Securities Administrator, shall be entitled to retain or withdraw from the Distribution Account an amount equal to the Securities Administrator Compensation. (j) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator 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 by the successor Securities Administrator to the Trustee, one complete set to the Securities Administrator so removed and one complete set to the successor so appointed. Notice of any removal of the Securities Administrator shall be given to each Rating Agency by the successor securities administrator. (k) Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator pursuant to any of the provisions of this Section 6.06 or Section 9.06 shall become effective upon acceptance by the successor securities administrator of appointment as provided in Section 6.07 hereof. (l) If the Securities Administrator and the Master Servicer are the same Person, any removal of the Master Servicer pursuant to an Event of Default shall also result in the removal of the Securities Administrator and require the appointment of a successor pursuant to this Section and Section 6.07. (m) The Securities Administrator shall cooperate with the Trustee and any successor securities administrator in effecting the termination of the Securities Administrator’s responsibilities and rights hereunder, providing to the Trustee and successor securities administrator all documents and records in electronic or other form reasonably requested by it to enable it to assume the Securities Administrator’s functions hereunder and for the transfer to the Trustee or successor Securities Administrator of all amounts in the Distribution Account or any other account or fund maintained by the Securities Administrator with respect to the Trust Fund. Neither the Trustee nor the Master Servicer, as applicable, nor any other successor, as applicable, shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the predecessor Securities Administrator to deliver, or any delay in delivering, cash, documents or records to it, (ii) the failure of the predecessor Securities Administrator to cooperate as required by this Agreement, (iii) the failure of the predecessor Securities Administrator to deliver the related Mortgage Loan data as required by this Agreement or (iv) restrictions imposed by any regulatory authority having jurisdiction over the predecessor Securities Administrator. No successor securities administrator shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Master Servicer to deliver, or any delay in delivering cash, documents or records to it related to such distribution, or (ii) the failure of Trustee or the Master Servicer to cooperate as required by this Agreement.

Resignation and Removal of Trustee and the Securities Administrator. (a) The Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Securities Administrator, the Depositor and the Master Servicer. Upon receiving such notice of resignation, the Depositor will promptly appoint a successor trustee, by written instrument, one copy of which instrument shall be delivered to the resigning Trustee, one copy to the successor trustee, one copy to the Securities Administrator and one copy to the Master Servicer. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. At least 15 calendar days prior to the effective date of such resignation, the Trustee shall provide (x) written notice to the Depositor and the Master Servicer of any successor pursuant to this Section (other than a successor appointed by the Depositor in accordance with the preceding paragraph) and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Trustee. (b) If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 6.05 and shall fail to resign after written request therefor by the Depositor, (ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, oror a receiver of the Trustee of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of either of their property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii) (A) a tax is imposed or threatened with respect to the Trust Fund by any state in which the Trustee or the Trust Fund held by the Trustee is located due to the location of the Trustee, (B) the imposition of such tax would be avoided by the appointment of a different trustee and (C) the Trustee fails to indemnify the Trust Fund against such tax (iv) the continued use of the Trustee would result in a downgrading of the rating by any Rating Agency of any Class of Certificates with a rating (without regard to the Class A-1-W and Class A-3-W Policy), or (v) the Trustee fails to comply with its obligations under the penultimate paragraph of Section 6.14(a), in the preceding paragraph or Article XIII and such failure is not remedied within the lesser of 10 calendar days or such period in which the applicable Exchange Act Report can be filed timely (without taking into account any extensions), then, in the case of clauses (i) through (iv), the Depositor shall remove the Trustee and the Depositor shall appoint a successor trustee, acceptable to the Master Servicer by written instrument, one copy of which instrument shall be delivered to the Trustee so removed, one copy to the successor trustee, one copy to the Securities Administrator and one copy to the Master Servicer. (c) The Holders of more than 50% of the Class Principal Balance (or Percentage Interest) of each Class of Certificates may at any time upon 30 days’ written notice to the Trustee and to the Depositor remove the Trustee by such written instrument, signed by such Holders or their attorney-in-fact duly authorized, one copy of which instrument shall be delivered to the Depositor, one copy to the Trustee, one copy to the Securities Administrator and one copy to the Master Servicer; the Depositor shall thereupon appoint a successor trustee in accordance with this Section. (d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee, as provided in Section 6.07. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after such notice of dismissal, the Trustee who received such notice of dismissal may petition any court of competent jurisdiction for the appointment of a successor trustee. (e) The Securities Administrator shall not resign except in accordance with the provisions of Sections 9.06 and 9.07 hereof, to the same extent that the Master Servicer is entitled to resign or assign or delegate, as applicable, its duties hereunder. (f) If at any time the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 9.10 hereof and shall fail to resign after written request thereto by the Depositor, or if at any time the Securities Administrator shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or a tax is imposed with respect to the Trust Fund by any state in which the Securities Administrator or the Trust Fund is located and the imposition of such tax would be avoided by the appointment of a different Securities Administrator, then the Depositor or the Trustee may remove the Securities Administrator and appoint a successor securities administrator by written instrument, in triplicate, one copy of which instrument shall be delivered to the Securities Administrator so removed, one copy of which shall be delivered to the Master Servicer and one copy to the successor securities administrator. (g) If no successor securities administrator shall have been appointed and shall have accepted appointment within 60 days after Xxxxx Fargo Bank, N.A., as Securities Administrator, ceases to be the securities administrator pursuant to this Section 6.06, then the Trustee (as successor Securities Administrator) shall perform the duties of the Securities Administrator pursuant to this Agreement. The Trustee shall notify the Rating Agencies and the Certificate Insurer of any change of the Securities Administrator. In such event, the Trustee shall assume all of the rights and obligations of the Securities Administrator hereunder arising thereafter except that the Trustee shall not be (i) liable for losses of the predecessor Securities Administrator or any acts or omissions of the predecessor Securities Administrator hereunder, (ii) deemed to have made any representations and warranties of the Securities Administrator made herein and (iii) subject to the same resignation limitations as set forth in Section 9.06 hereof; provided, however, that the Trustee (as successor securities administrator) shall not resign until a successor securities administrator has accepted appointment pursuant to Section 6.07 hereof. The Trustee shall not be accountable, shall have no liability and makes no representation as to any acts or omissions hereunder of the Securities Administrator until such time as the Trustee may be required to act as successor Securities Administrator pursuant to this Section 6.06 and thereupon only for the acts or omissions of the Trustee as successor Securities Administrator. If the Trustee is unwilling, or unable, to act as successor Securities Administrator, then, in such event, the Trustee may appoint, or petition a court of competent jurisdiction to appoint a successor Securities Administrator meeting the criteria set forth in Section 9.10 hereof. Such successor Securities Administrator shall be entitled to the Securities Administrator Compensation. (h) The Trustee as successor securities administrator shall be entitled to be reimbursed for all reasonable costs and expenses associated with the transfer of the duties of the Securities Administrator by the predecessor Securities Administrator, including, without limitation, any costs or expenses associated with the complete transfer of all securities administrator data and the completion, correction or manipulation of such securities administrator data as may be required by the Trustee as successor securities administrator to correct any errors or insufficiencies in such securities administrator data or otherwise to enable the Trustee or successor securities administrator to perform the duties of the Securities Administrator properly and effectively; provided, however, that the predecessor Securities Administrator shall not be obligated to make any such reimbursements if such Securities Administrator was terminated or removed without cause or if such termination or removal was a result of the imposition of any tax on the Trust Estate by any state in which the Securities Administrator or the Trust Fund is located. If such costs are not paid by the predecessor Securities Administrator, the Trustee shall pay such costs from the Trust Fund. (i) The Trustee, as successor Securities Administrator, as compensation for its activities hereunder as successor Securities Administrator, shall be entitled to retain or withdraw from the Distribution Account an amount equal to the Securities Administrator Compensation. (j) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator 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 by the successor Securities Administrator to the Trustee, one complete set to the Securities Administrator so removed and one complete set to the successor so appointed. Notice of any removal of the Securities Administrator shall be given to each Rating Agency by the successor securities administrator. (k) Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator pursuant to any of the provisions of this Section 6.06 or Section 9.06 shall become effective upon acceptance by the successor securities administrator of appointment as provided in Section 6.07 hereof. (l) If the Securities Administrator and the Master Servicer are the same Person, any removal of the Master Servicer pursuant to an Event of Default shall also result in the removal of the Securities Administrator and require the appointment of a successor pursuant to this Section and Section 6.07. (m) The Securities Administrator shall cooperate with the Trustee and any successor securities administrator in effecting the termination of the Securities Administrator’s responsibilities and rights hereunder, providing to the Trustee and successor securities administrator all documents and records in electronic or other form reasonably requested by it to enable it to assume the Securities Administrator’s functions hereunder and for the transfer to the Trustee or successor Securities Administrator of all amounts in the Distribution Account or any other account or fund maintained by the Securities Administrator with respect to the Trust Fund. Neither the Trustee nor the Master Servicer, as applicable, nor any other successor, as applicable, shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the predecessor Securities Administrator to deliver, or any delay in delivering, cash, documents or records to it, (ii) the failure of the predecessor Securities Administrator to cooperate as required by this Agreement, (iii) the failure of the predecessor Securities Administrator to deliver the related Mortgage Loan data as required by this Agreement or (iv) restrictions imposed by any regulatory authority having jurisdiction over the predecessor Securities Administrator. No successor securities administrator shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Master Servicer to deliver, or any delay in delivering cash, documents or records to it related to such distribution, or (ii) the failure of Trustee or the Master Servicer to cooperate as required by this Agreement.

Resignation and Removal of Trustee and the Securities Administrator. (a) The Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Securities Administrator, the Depositor and the Master Servicer. Upon receiving such notice of resignation, the Depositor will promptly appoint a successor trustee, by written instrument, one copy of which instrument shall be delivered to the resigning Trustee, one copy to the successor trustee, one copy to the Securities Administrator and one copy to the Master Servicer. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. At least 15 calendar days prior to the effective date of such resignation, the Trustee shall provide (x) written notice to the Depositor and the Master Servicer of any successor pursuant to this Section (other than a successor appointed by the Depositor in accordance with the preceding paragraph) and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Trustee. (b) If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 6.05 and shall fail to resign after written request therefor by the Depositor, (ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, oror a receiver of the Trustee of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of either of their property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii) (A) a tax is imposed or threatened with respect to the Trust Fund by any state in which the Trustee or the Trust Fund held by the Trustee is located due to the location of the Trustee, (B) the imposition of such tax would be avoided by the appointment of a different trustee and (C) the Trustee fails to indemnify the Trust Fund against such tax (iv) the continued use of the Trustee would result in a downgrading of the rating by any Rating Agency of any Class of Certificates with a rating, or (v) the Trustee fails to comply with its obligations under the penultimate paragraph of Section 6.14(a), in the preceding paragraph or Article XII and such failure is not remedied within the lesser of 10 calendar days or such period in which the applicable Exchange Act Report can be filed timely (without taking into account any extensions), then, in the case of clauses (i) through (iv), the Depositor shall remove the Trustee and the Depositor shall appoint a successor trustee, acceptable to the Master Servicer by written instrument, one copy of which instrument shall be delivered to the Trustee so removed, one copy to the successor trustee, one copy to the Securities Administrator and one copy to the Master Servicer. (c) The Holders of more than 50% of the Class Principal Balance (or Percentage Interest) of each Class of Certificates may at any time upon 30 days' written notice to the Trustee and to the Depositor remove the Trustee by such written instrument, signed by such Holders or their attorney-in-fact duly authorized, one copy of which instrument shall be delivered to the Depositor, one copy to the Trustee, one copy to the Securities Administrator and one copy to the Master Servicer; the Depositor shall thereupon appoint a successor trustee in accordance with this Section. (d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee, as provided in Section 6.07. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after such notice of dismissal, the Trustee who received such notice of dismissal may petition any court of competent jurisdiction for the appointment of a successor trustee. (e) The Securities Administrator shall not resign except in accordance with the provisions of Sections 9.06 and 9.07 hereof, to the same extent that the Master Servicer is entitled to resign or assign or delegate, as applicable, its duties hereunder. (f) If at any time the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 9.10 hereof and shall fail to resign after written request thereto by the Depositor, or if at any time the Securities Administrator shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or a tax is imposed with respect to the Trust Fund by any state in which the Securities Administrator or the Trust Fund is located and the imposition of such tax would be avoided by the appointment of a different Securities Administrator, then the Depositor or the Trustee may remove the Securities Administrator and appoint a successor securities administrator by written instrument, in triplicate, one copy of which instrument shall be delivered to the Securities Administrator so removed, one copy of which shall be delivered to the Master Servicer and one copy to the successor securities administrator. (g) If no successor securities administrator shall have been appointed and shall have accepted appointment within 60 days after Wells Fargo Bank, N.A., as Securities Administrator, ceases to be xxx xecurities administrator pursuant to this Section 6.06, then the Trustee (as successor Securities Administrator) shall perform the duties of the Securities Administrator pursuant to this Agreement. The Trustee shall notify the Rating Agencies of any change of the Securities Administrator. In such event, the Trustee shall assume all of the rights and obligations of the Securities Administrator hereunder arising thereafter except that the Trustee shall not be (i) liable for losses of the predecessor Securities Administrator or any acts or omissions of the predecessor Securities Administrator hereunder, (ii) deemed to have made any representations and warranties of the Securities Administrator made herein and (iii) subject to the same resignation limitations as set forth in Section 9.06 hereof; provided, however, that the Trustee (as successor securities administrator) shall not resign until a successor securities administrator has accepted appointment pursuant to Section 6.07 hereof. The Trustee shall not be accountable, shall have no liability and makes no representation as to any acts or omissions hereunder of the Securities Administrator until such time as the Trustee may be required to act as successor Securities Administrator pursuant to this Section 6.06 and thereupon only for the acts or omissions of the Trustee as successor Securities Administrator. If the Trustee is unwilling, or unable, to act as successor Securities Administrator, then, in such event, the Trustee may appoint, or petition a court of competent jurisdiction to appoint a successor Securities Administrator meeting the criteria set forth in Section 9.10 hereof. Such successor Securities Administrator shall be entitled to the Securities Administrator Compensation. (h) The Trustee as successor securities administrator shall be entitled to be reimbursed for all reasonable costs and expenses associated with the transfer of the duties of the Securities Administrator by the predecessor Securities Administrator, including, without limitation, any costs or expenses associated with the complete transfer of all securities administrator data and the completion, correction or manipulation of such securities administrator data as may be required by the Trustee as successor securities administrator to correct any errors or insufficiencies in such securities administrator data or otherwise to enable the Trustee or successor securities administrator to perform the duties of the Securities Administrator properly and effectively; provided, however, that the predecessor Securities Administrator shall not be obligated to make any such reimbursements if such Securities Administrator was terminated or removed without cause or if such termination or removal was a result of the imposition of any tax on the Trust Estate by any state in which the Securities Administrator or the Trust Fund is located. If such costs are not paid by the predecessor Securities Administrator, the Trustee shall pay such costs from the Trust Fund. (i) The Trustee, as successor Securities Administrator, as compensation for its activities hereunder as successor Securities Administrator, shall be entitled to retain or withdraw from the Distribution Account an amount equal to the Securities Administrator Compensation. (j) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator 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 by the successor Securities Administrator to the Trustee, one complete set to the Securities Administrator so removed and one complete set to the successor so appointed. Notice of any removal of the Securities Administrator shall be given to each Rating Agency by the successor securities administrator. (k) Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator pursuant to any of the provisions of this Section 6.06 or Section 9.06 shall become effective upon acceptance by the successor securities administrator of appointment as provided in Section 6.07 hereof. (l) If the Securities Administrator and the Master Servicer are the same Person, any removal of the Master Servicer pursuant to an Event of Default shall also result in the removal of the Securities Administrator and require the appointment of a successor pursuant to this Section and Section 6.07. (m) The Securities Administrator shall cooperate with the Trustee and any successor securities administrator in effecting the termination of the Securities Administrator's responsibilities and rights hereunder, providing to the Trustee and successor securities administrator all documents and records in electronic or other form reasonably requested by it to enable it to assume the Securities Administrator's functions hereunder and for the transfer to the Trustee or successor Securities Administrator of all amounts in the Distribution Account or any other account or fund maintained by the Securities Administrator with respect to the Trust Fund. Neither the Trustee nor the Master Servicer, as applicable, nor any other successor, as applicable, shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the predecessor Securities Administrator to deliver, or any delay in delivering, cash, documents or records to it, (ii) the failure of the predecessor Securities Administrator to cooperate as required by this Agreement, (iii) the failure of the predecessor Securities Administrator to deliver the related Mortgage Loan data as required by this Agreement or (iv) restrictions imposed by any regulatory authority having jurisdiction over the predecessor Securities Administrator. No successor securities administrator shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Master Servicer to deliver, or any delay in delivering cash, documents or records to it related to such distribution, or (ii) the failure of Trustee or the Master Servicer to cooperate as required by this Agreement.

Resignation and Removal of Trustee and the Securities Administrator. (a) The Each of the Trustee and the Securities Administrator may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Trustee or the Securities Administrator, as applicable, the Depositor and the Master Servicer. Upon receiving such notice of resignation, the Depositor will promptly appoint a successor trusteetrustee or a successor securities administrator, as applicable, by written instrument, one copy of which instrument shall be delivered to the resigning TrusteeTrustee or resigning Securities Administrator, as applicable, one copy to the successor trusteetrustee or successor securities administrator, one copy to the Securities Administrator as applicable, and one copy to the Master Servicer. If no successor trustee or successor securities administrator shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or resigning Securities Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor trustee. At least 15 calendar days prior to the effective date of such resignationtrustee or successor securities administrator, the Trustee shall provide (x) written notice to the Depositor and the Master Servicer of any successor pursuant to this Section (other than a successor appointed by the Depositor in accordance with the preceding paragraph) and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Trusteeas applicable. (b) If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 6.05 and shall fail to resign after written request therefor by the Depositor, (ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or,

Resignation and Removal of Trustee and the Securities Administrator. (a) The Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Securities Administrator, the Depositor and the Master Servicer. Upon receiving such notice of resignation, the Depositor will promptly appoint a successor trustee, by written instrument, one copy of which instrument shall be delivered to the resigning Trustee, one copy to the successor trustee, one copy to the Securities Administrator and one copy to the Master Servicer. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. At least 15 calendar days prior to the effective date of such resignation, the Trustee shall provide (x) written notice to the Depositor and the Master Servicer of any successor pursuant to this Section (other than a successor appointed by the Depositor in accordance with the preceding paragraph) and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Trustee. (b) If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 6.05 and shall fail to resign after written request therefor by the Depositor, (ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, oror a receiver of the Trustee of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of either of their property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii) (A) a tax is imposed or threatened with respect to the Trust Fund by any state in which the Trustee or the Trust Fund held by the Trustee is located due to the location of the Trustee, (B) the imposition of such tax would be avoided by the appointment of a different trustee and (C) the Trustee fails to indemnify the Trust Fund against such tax (iv) the continued use of the Trustee would result in a downgrading of the rating by any Rating Agency of any Class of Certificates with a rating, or (v) the Trustee fails to comply with its obligations under the penultimate paragraph of Section 6.14(a), in the preceding paragraph or Article XII and such failure is not remedied within the lesser of 10 calendar days or such period in which the applicable Exchange Act Report can be filed timely (without taking into account any extensions), then, in the case of clauses (i) through (iv), the Depositor shall remove the Trustee and the Depositor shall appoint a successor trustee, acceptable to the Master Servicer by written instrument, one copy of which instrument shall be delivered to the Trustee so removed, one copy to the successor trustee, one copy to the Securities Administrator and one copy to the Master Servicer. (c) The Holders of more than 50% of the Class Principal Balance (or Percentage Interest) of each Class of Certificates may at any time upon 30 days’ written notice to the Trustee and to the Depositor remove the Trustee by such written instrument, signed by such Holders or their attorney-in-fact duly authorized, one copy of which instrument shall be delivered to the Depositor, one copy to the Trustee, one copy to the Securities Administrator and one copy to the Master Servicer; the Depositor shall thereupon appoint a successor trustee in accordance with this Section. (d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee, as provided in Section 6.07. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after such notice of dismissal, the Trustee who received such notice of dismissal may petition any court of competent jurisdiction for the appointment of a successor trustee. (e) The Securities Administrator shall not resign except in accordance with the provisions of Sections 9.06 and 9.07 hereof, to the same extent that the Master Servicer is entitled to resign or assign or delegate, as applicable, its duties hereunder. (f) If at any time the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 9.10 hereof and shall fail to resign after written request thereto by the Depositor, or if at any time the Securities Administrator shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or a tax is imposed with respect to the Trust Fund by any state in which the Securities Administrator or the Trust Fund is located and the imposition of such tax would be avoided by the appointment of a different Securities Administrator, then the Depositor or the Trustee may remove the Securities Administrator and appoint a successor securities administrator by written instrument, in triplicate, one copy of which instrument shall be delivered to the Securities Administrator so removed, one copy of which shall be delivered to the Master Servicer and one copy to the successor securities administrator. (g) If no successor securities administrator shall have been appointed and shall have accepted appointment within 60 days after Wxxxx Fargo Bank, N.A., as Securities Administrator, ceases to be the securities administrator pursuant to this Section 6.06, then the Trustee (as successor Securities Administrator) shall perform the duties of the Securities Administrator pursuant to this Agreement. The Trustee shall notify the Rating Agencies of any change of the Securities Administrator. In such event, the Trustee shall assume all of the rights and obligations of the Securities Administrator hereunder arising thereafter except that the Trustee shall not be (i) liable for losses of the predecessor Securities Administrator or any acts or omissions of the predecessor Securities Administrator hereunder, (ii) deemed to have made any representations and warranties of the Securities Administrator made herein and (iii) subject to the same resignation limitations as set forth in Section 9.06 hereof; provided, however, that the Trustee (as successor securities administrator) shall not resign until a successor securities administrator has accepted appointment pursuant to Section 6.07 hereof. The Trustee shall not be accountable, shall have no liability and makes no representation as to any acts or omissions hereunder of the Securities Administrator until such time as the Trustee may be required to act as successor Securities Administrator pursuant to this Section 6.06 and thereupon only for the acts or omissions of the Trustee as successor Securities Administrator. If the Trustee is unwilling, or unable, to act as successor Securities Administrator, then, in such event, the Trustee may appoint, or petition a court of competent jurisdiction to appoint a successor Securities Administrator meeting the criteria set forth in Section 9.10 hereof. Such successor Securities Administrator shall be entitled to the Securities Administrator Compensation. (h) The Trustee as successor securities administrator shall be entitled to be reimbursed for all reasonable costs and expenses associated with the transfer of the duties of the Securities Administrator by the predecessor Securities Administrator, including, without limitation, any costs or expenses associated with the complete transfer of all securities administrator data and the completion, correction or manipulation of such securities administrator data as may be required by the Trustee as successor securities administrator to correct any errors or insufficiencies in such securities administrator data or otherwise to enable the Trustee or successor securities administrator to perform the duties of the Securities Administrator properly and effectively; provided, however, that the predecessor Securities Administrator shall not be obligated to make any such reimbursements if such Securities Administrator was terminated or removed without cause or if such termination or removal was a result of the imposition of any tax on the Trust Estate by any state in which the Securities Administrator or the Trust Fund is located. If such costs are not paid by the predecessor Securities Administrator, the Trustee shall pay such costs from the Trust Fund. (i) The Trustee, as successor Securities Administrator, as compensation for its activities hereunder as successor Securities Administrator, shall be entitled to retain or withdraw from the Distribution Account an amount equal to the Securities Administrator Compensation. (j) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator 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 by the successor Securities Administrator to the Trustee, one complete set to the Securities Administrator so removed and one complete set to the successor so appointed. Notice of any removal of the Securities Administrator shall be given to each Rating Agency by the successor securities administrator. (k) Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator pursuant to any of the provisions of this Section 6.06 or Section 9.06 shall become effective upon acceptance by the successor securities administrator of appointment as provided in Section 6.07 hereof. (l) If the Securities Administrator and the Master Servicer are the same Person, any removal of the Master Servicer pursuant to an Event of Default shall also result in the removal of the Securities Administrator and require the appointment of a successor pursuant to this Section and Section 6.07. (m) The Securities Administrator shall cooperate with the Trustee and any successor securities administrator in effecting the termination of the Securities Administrator’s responsibilities and rights hereunder, providing to the Trustee and successor securities administrator all documents and records in electronic or other form reasonably requested by it to enable it to assume the Securities Administrator’s functions hereunder and for the transfer to the Trustee or successor Securities Administrator of all amounts in the Distribution Account or any other account or fund maintained by the Securities Administrator with respect to the Trust Fund. Neither the Trustee nor the Master Servicer, as applicable, nor any other successor, as applicable, shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the predecessor Securities Administrator to deliver, or any delay in delivering, cash, documents or records to it, (ii) the failure of the predecessor Securities Administrator to cooperate as required by this Agreement, (iii) the failure of the predecessor Securities Administrator to deliver the related Mortgage Loan data as required by this Agreement or (iv) restrictions imposed by any regulatory authority having jurisdiction over the predecessor Securities Administrator. No successor securities administrator shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Master Servicer to deliver, or any delay in delivering cash, documents or records to it related to such distribution, or (ii) the failure of Trustee or the Master Servicer to cooperate as required by this Agreement.

Resignation and Removal of Trustee and the Securities Administrator. (a) The Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Securities Administrator, the Depositor and the Master Servicer. Upon receiving such notice of resignation, the Depositor will promptly appoint a successor trustee, by written instrument, one copy of which instrument shall be delivered to the resigning Trustee, one copy to the successor trustee, one copy to the Securities Administrator and one copy to the Master Servicer. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. At least 15 calendar days prior to the effective date of such resignation, the Trustee shall provide (x) written notice to the Depositor and the Master Servicer of any successor pursuant to this Section (other than a successor appointed by the Depositor in accordance with the preceding paragraph) and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Trustee. (b) If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 6.05 and shall fail to resign after written request therefor by the Depositor, (ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, oror a receiver of the Trustee of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of either of their property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii) (A) a tax is imposed or threatened with respect to the Trust Fund by any state in which the Trustee or the Trust Fund held by the Trustee is located due to the location of the Trustee, (B) the imposition of such tax would be avoided by the appointment of a different trustee and (C) the Trustee fails to indemnify the Trust Fund against such tax (iv) the continued use of the Trustee would result in a downgrading of the rating by any Rating Agency of any Class of Certificates with a rating, or (v) the Trustee fails to comply with its obligations under the penultimate paragraph of Section 6.14(a), in the preceding paragraph or Article XII and such failure is not remedied within the lesser of 10 calendar days or such period in which the applicable Exchange Act Report can be filed timely (without taking into account any extensions), then, in the case of clauses (i) through (iv), the Depositor shall remove the Trustee and the Depositor shall appoint a successor trustee, acceptable to the Master Servicer by written instrument, one copy of which instrument shall be delivered to the Trustee so removed, one copy to the successor trustee, one copy to the Securities Administrator and one copy to the Master Servicer. (c) The Holders of more than 50% of the Class Principal Balance (or Percentage Interest) of each Class of Certificates may at any time upon 30 days' written notice to the Trustee and to the Depositor remove the Trustee by such written instrument, signed by such Holders or their attorney-in-fact duly authorized, one copy of which instrument shall be delivered to the Depositor, one copy to the Trustee, one copy to the Securities Administrator and one copy to the Master Servicer; the Depositor shall thereupon appoint a successor trustee in accordance with this Section. (d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee, as provided in Section 6.07. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after such notice of dismissal, the Trustee who received such notice of dismissal may petition any court of competent jurisdiction for the appointment of a successor trustee. (e) The Securities Administrator shall not resign except in accordance with the provisions of Sections 9.06 and 9.07 hereof, to the same extent that the Master Servicer is entitled to resign or assign or delegate, as applicable, its duties hereunder. (f) If at any time the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 9.10 hereof and shall fail to resign after written request thereto by the Depositor, or if at any time the Securities Administrator shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or a tax is imposed with respect to the Trust Fund by any state in which the Securities Administrator or the Trust Fund is located and the imposition of such tax would be avoided by the appointment of a different Securities Administrator, then the Depositor or the Trustee may remove the Securities Administrator and appoint a successor securities administrator by written instrument, in triplicate, one copy of which instrument shall be delivered to the Securities Administrator so removed, one copy of which shall be delivered to the Master Servicer and one copy to the successor securities administrator. (g) If no successor securities administrator shall have been appointed and shall have accepted appointment within 60 days after Wells Fargo Bank, N.A., as Securities Administrator, ceases to be txx xxcurities administrator pursuant to this Section 6.06, then the Trustee (as successor Securities Administrator) shall perform the duties of the Securities Administrator pursuant to this Agreement. The Trustee shall notify the Rating Agencies of any change of the Securities Administrator. In such event, the Trustee shall assume all of the rights and obligations of the Securities Administrator hereunder arising thereafter except that the Trustee shall not be (i) liable for losses of the predecessor Securities Administrator or any acts or omissions of the predecessor Securities Administrator hereunder, (ii) deemed to have made any representations and warranties of the Securities Administrator made herein and (iii) subject to the same resignation limitations as set forth in Section 9.06 hereof; provided, however, that the Trustee (as successor securities administrator) shall not resign until a successor securities administrator has accepted appointment pursuant to Section 6.07 hereof. The Trustee shall not be accountable, shall have no liability and makes no representation as to any acts or omissions hereunder of the Securities Administrator until such time as the Trustee may be required to act as successor Securities Administrator pursuant to this Section 6.06 and thereupon only for the acts or omissions of the Trustee as successor Securities Administrator. If the Trustee is unwilling, or unable, to act as successor Securities Administrator, then, in such event, the Trustee may appoint, or petition a court of competent jurisdiction to appoint a successor Securities Administrator meeting the criteria set forth in Section 9.10 hereof. Such successor Securities Administrator shall be entitled to the Securities Administrator Compensation. (h) The Trustee as successor securities administrator shall be entitled to be reimbursed for all reasonable costs and expenses associated with the transfer of the duties of the Securities Administrator by the predecessor Securities Administrator, including, without limitation, any costs or expenses associated with the complete transfer of all securities administrator data and the completion, correction or manipulation of such securities administrator data as may be required by the Trustee as successor securities administrator to correct any errors or insufficiencies in such securities administrator data or otherwise to enable the Trustee or successor securities administrator to perform the duties of the Securities Administrator properly and effectively; provided, however, that the predecessor Securities Administrator shall not be obligated to make any such reimbursements if such Securities Administrator was terminated or removed without cause or if such termination or removal was a result of the imposition of any tax on the Trust Estate by any state in which the Securities Administrator or the Trust Fund is located. If such costs are not paid by the predecessor Securities Administrator, the Trustee shall pay such costs from the Trust Fund. (i) The Trustee, as successor Securities Administrator, as compensation for its activities hereunder as successor Securities Administrator, shall be entitled to retain or withdraw from the Distribution Account an amount equal to the Securities Administrator Compensation. (j) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator 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 by the successor Securities Administrator to the Trustee, one complete set to the Securities Administrator so removed and one complete set to the successor so appointed. Notice of any removal of the Securities Administrator shall be given to each Rating Agency by the successor securities administrator. (k) Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator pursuant to any of the provisions of this Section 6.06 or Section 9.06 shall become effective upon acceptance by the successor securities administrator of appointment as provided in Section 6.07 hereof. (l) If the Securities Administrator and the Master Servicer are the same Person, any removal of the Master Servicer pursuant to an Event of Default shall also result in the removal of the Securities Administrator and require the appointment of a successor pursuant to this Section and Section 6.07. (m) The Securities Administrator shall cooperate with the Trustee and any successor securities administrator in effecting the termination of the Securities Administrator's responsibilities and rights hereunder, providing to the Trustee and successor securities administrator all documents and records in electronic or other form reasonably requested by it to enable it to assume the Securities Administrator's functions hereunder and for the transfer to the Trustee or successor Securities Administrator of all amounts in the Distribution Account or any other account or fund maintained by the Securities Administrator with respect to the Trust Fund. Neither the Trustee nor the Master Servicer, as applicable, nor any other successor, as applicable, shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the predecessor Securities Administrator to deliver, or any delay in delivering, cash, documents or records to it, (ii) the failure of the predecessor Securities Administrator to cooperate as required by this Agreement, (iii) the failure of the predecessor Securities Administrator to deliver the related Mortgage Loan data as required by this Agreement or (iv) restrictions imposed by any regulatory authority having jurisdiction over the predecessor Securities Administrator. No successor securities administrator shall be deemed to be in default hereunder by reason of any 139 failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Master Servicer to deliver, or any delay in delivering cash, documents or records to it related to such distribution, or (ii) the failure of Trustee or the Master Servicer to cooperate as required by this Agreement.

Resignation and Removal of Trustee and the Securities Administrator. (a) The Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Securities Administrator, the Depositor and the Master Servicer. Upon receiving such notice of resignation, the Depositor will promptly appoint a successor trustee, by written instrument, one copy of which instrument shall be delivered to the resigning Trustee, one copy to the successor trustee, one copy to the Securities Administrator and one copy to the Master Servicer. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. At least 15 calendar days prior to the effective date of such resignation, the Trustee shall provide (x) written notice to the Depositor and the Master Servicer of any successor pursuant to this Section (other than a successor appointed by the Depositor in accordance with the preceding paragraph) and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Trustee. (b) If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 6.05 and shall fail to resign after written request therefor by the Depositor, (ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or

Resignation and Removal of Trustee and the Securities Administrator. (a) The Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Securities Administrator, the Depositor and the Master Servicer. Upon receiving such notice of resignation, the Depositor will promptly appoint a successor trustee, by written instrument, one copy of which instrument shall be delivered to the resigning Trustee, one copy to the successor trustee, one copy to the Securities Administrator and one copy to the Master Servicer. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. At least 15 calendar days prior to the effective date of such resignation, the Trustee shall provide (x) written notice to the Depositor and the Master Servicer of any successor pursuant to this Section (other than a successor appointed by the Depositor in accordance with the preceding paragraph) and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Trustee. (b) If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 6.05 and shall fail to resign after written request therefor by the Depositor, (ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, oror a receiver of the Trustee of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of either of their property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii) (A) a tax is imposed or threatened with respect to the Trust Fund by any state in which the Trustee or the Trust Fund held by the Trustee is located due to the location of the Trustee, (B) the imposition of such tax would be avoided by the appointment of a different trustee and (C) the Trustee fails to indemnify the Trust Fund against such tax (iv) the continued use of the Trustee would result in a downgrading of the rating by any Rating Agency of any Class of Certificates with a rating (without regard to the Class A-2-B, Class A-4-B, Class A-5-B and Class A-6-B Policy), or (v) the Trustee fails to comply with its obligations under the penultimate paragraph of Section 6.14(a), in the preceding paragraph or Article XIII and such failure is not remedied within the lesser of 10 calendar days or such period in which the applicable Exchange Act Report can be filed timely (without taking into account any extensions), then, in the case of clauses (i) through (iv), the Depositor shall remove the Trustee and the Depositor shall appoint a successor trustee, acceptable to the Master Servicer by written instrument, one copy of which instrument shall be delivered to the Trustee so removed, one copy to the successor trustee, one copy to the Securities Administrator and one copy to the Master Servicer. (c) The Holders of more than 50% of the Class Principal Balance (or Percentage Interest) of each Class of Certificates may at any time upon 30 days' written notice to the Trustee and to the Depositor remove the Trustee by such written instrument, signed by such Holders or their attorney-in-fact duly authorized, one copy of which instrument shall be delivered to the Depositor, one copy to the Trustee, one copy to the Securities Administrator and one copy to the Master Servicer; the Depositor shall thereupon appoint a successor trustee in accordance with this Section. (d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee, as provided in Section 6.07. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after such notice of dismissal, the Trustee who received such notice of dismissal may petition any court of competent jurisdiction for the appointment of a successor trustee. (e) The Securities Administrator shall not resign except in accordance with the provisions of Sections 9.06 and 9.07 hereof, to the same extent that the Master Servicer is entitled to resign or assign or delegate, as applicable, its duties hereunder. (f) If at any time the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 9.10 hereof and shall fail to resign after written request thereto by the Depositor, or if at any time the Securities Administrator shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or a tax is imposed with respect to the Trust Fund by any state in which the Securities Administrator or the Trust Fund is located and the imposition of such tax would be avoided by the appointment of a different Securities Administrator, then the Depositor or the Trustee may remove the Securities Administrator and appoint a successor securities administrator by written instrument, in triplicate, one copy of which instrument shall be delivered to the Securities Administrator so removed, one copy of which shall be delivered to the Master Servicer and one copy to the successor securities administrator. (g) If no successor securities administrator shall have been appointed and shall have accepted appointment within 60 days after Xxxxx Fargo Bank, N.A., as Securities Administrator, ceases to be the securities administrator pursuant to this Section 6.06, then the Trustee (as successor Securities Administrator) shall perform the duties of the Securities Administrator pursuant to this Agreement. The Trustee shall notify the Rating Agencies and the Certificate Insurer of any change of the Securities Administrator. In such event, the Trustee shall assume all of the rights and obligations of the Securities Administrator hereunder arising thereafter except that the Trustee shall not be (i) liable for losses of the predecessor Securities Administrator or any acts or omissions of the predecessor Securities Administrator hereunder, (ii) deemed to have made any representations and warranties of the Securities Administrator made herein and (iii) subject to the same resignation limitations as set forth in Section 9.06 hereof; provided, however, that the Trustee (as successor securities administrator) shall not resign until a successor securities administrator has accepted appointment pursuant to Section 6.07 hereof. The Trustee shall not be accountable, shall have no liability and makes no representation as to any acts or omissions hereunder of the Securities Administrator until such time as the Trustee may be required to act as successor Securities Administrator pursuant to this Section 6.06 and thereupon only for the acts or omissions of the Trustee as successor Securities Administrator. If the Trustee is unwilling, or unable, to act as successor Securities Administrator, then, in such event, the Trustee may appoint, or petition a court of competent jurisdiction to appoint a successor Securities Administrator meeting the criteria set forth in Section 9.10 hereof. Such successor Securities Administrator shall be entitled to the Securities Administrator Compensation. (h) The Trustee as successor securities administrator shall be entitled to be reimbursed for all reasonable costs and expenses associated with the transfer of the duties of the Securities Administrator by the predecessor Securities Administrator, including, without limitation, any costs or expenses associated with the complete transfer of all securities administrator data and the completion, correction or manipulation of such securities administrator data as may be required by the Trustee as successor securities administrator to correct any errors or insufficiencies in such securities administrator data or otherwise to enable the Trustee or successor securities administrator to perform the duties of the Securities Administrator properly and effectively; provided, however, that the predecessor Securities Administrator shall not be obligated to make any such reimbursements if such Securities Administrator was terminated or removed without cause or if such termination or removal was a result of the imposition of any tax on the Trust Estate by any state in which the Securities Administrator or the Trust Fund is located. If such costs are not paid by the predecessor Securities Administrator, the Trustee shall pay such costs from the Trust Fund. (i) The Trustee, as successor Securities Administrator, as compensation for its activities hereunder as successor Securities Administrator, shall be entitled to retain or withdraw from the Distribution Account an amount equal to the Securities Administrator Compensation. (j) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator 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 by the successor Securities Administrator to the Trustee, one complete set to the Securities Administrator so removed and one complete set to the successor so appointed. Notice of any removal of the Securities Administrator shall be given to each Rating Agency by the successor securities administrator. (k) Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator pursuant to any of the provisions of this Section 6.06 or Section 9.06 shall become effective upon acceptance by the successor securities administrator of appointment as provided in Section 6.07 hereof. (l) If the Securities Administrator and the Master Servicer are the same Person, any removal of the Master Servicer pursuant to an Event of Default shall also result in the removal of the Securities Administrator and require the appointment of a successor pursuant to this Section and Section 6.07. (m) The Securities Administrator shall cooperate with the Trustee and any successor securities administrator in effecting the termination of the Securities Administrator's responsibilities and rights hereunder, providing to the Trustee and successor securities administrator all documents and records in electronic or other form reasonably requested by it to enable it to assume the Securities Administrator's functions hereunder and for the transfer to the Trustee or successor Securities Administrator of all amounts in the Distribution Account or any other account or fund maintained by the Securities Administrator with respect to the Trust Fund. Neither the Trustee nor the Master Servicer, as applicable, nor any other successor, as applicable, shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the predecessor Securities Administrator to deliver, or any delay in delivering, cash, documents or records to it, (ii) the failure of the predecessor Securities Administrator to cooperate as required by this Agreement, (iii) the failure of the predecessor Securities Administrator to deliver the related Mortgage Loan data as required by this Agreement or (iv) restrictions imposed by any regulatory authority having jurisdiction over the predecessor Securities Administrator. No successor securities administrator shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Master Servicer to deliver, or any delay in delivering cash, documents or records to it related to such distribution, or (ii) the failure of Trustee or the Master Servicer to cooperate as required by this Agreement.

Resignation and Removal of Trustee and the Securities Administrator. (a) The Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Securities Administrator, the Depositor and the Master Servicer. Upon receiving such notice of resignation, the Depositor will promptly appoint a successor trustee, by written instrument, one copy of which instrument shall be delivered to the resigning Trustee, one copy to the successor trustee, one copy to the Securities Administrator and one copy to the Master Servicer. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. At least 15 calendar days prior to the effective date of such resignation, the Trustee shall provide (x) written notice to the Depositor and the Master Servicer of any successor pursuant to this Section (other than a successor appointed by the Depositor in accordance with the preceding paragraph) and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Trustee. (b) If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 6.05 and shall fail to resign after written request therefor by the Depositor, (ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, oror a receiver of the Trustee of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of either of their property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii) (A) a tax is imposed or threatened with respect to the Trust Fund by any state in which the Trustee or the Trust Fund held by the Trustee is located due to the location of the Trustee, (B) the imposition of such tax would be avoided by the appointment of a different trustee and (C) the Trustee fails to indemnify the Trust Fund against such tax (iv) the continued use of the Trustee would result in a downgrading of the rating by any Rating Agency of any Class of Certificates with a rating, or (v) the Trustee fails to comply with its obligations under the penultimate paragraph of Section 6.14(a), in the preceding paragraph or Article XII and such failure is not remedied within the lesser of 10 calendar days or such period in which the applicable Exchange Act Report can be filed timely (without taking into account any extensions), then, in the case of clauses (i) through (iv), the Depositor shall remove the Trustee and the Depositor shall appoint a successor trustee, acceptable to the Master Servicer by written instrument, one copy of which instrument shall be delivered to the Trustee so removed, one copy to the successor trustee, one copy to the Securities Administrator and one copy to the Master Servicer. (c) The Holders of more than 50% of the Class Principal Balance (or Percentage Interest) of each Class of Certificates may at any time upon 30 days' written notice to the Trustee and to the Depositor remove the Trustee by such written instrument, signed by such Holders or their attorney-in-fact duly authorized, one copy of which instrument shall be delivered to the Depositor, one copy to the Trustee, one copy to the Securities Administrator and one copy to the Master Servicer; the Depositor shall thereupon appoint a successor trustee in accordance with this Section. (d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee, as provided in Section 6.07. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after such notice of dismissal, the Trustee who received such notice of dismissal may petition any court of competent jurisdiction for the appointment of a successor trustee. (e) The Securities Administrator shall not resign except in accordance with the provisions of Sections 9.06 and 9.07 hereof, to the same extent that the Master Servicer is entitled to resign or assign or delegate, as applicable, its duties hereunder. (f) If at any time the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 9.10 hereof and shall fail to resign after written request thereto by the Depositor, or if at any time the Securities Administrator shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or a tax is imposed with respect to the Trust Fund by any state in which the Securities Administrator or the Trust Fund is located and the imposition of such tax would be avoided by the appointment of a different Securities Administrator, then the Depositor or the Trustee may remove the Securities Administrator and appoint a successor securities administrator by written instrument, in triplicate, one copy of which instrument shall be delivered to the Securities Administrator so removed, one copy of which shall be delivered to the Master Servicer and one copy to the successor securities administrator. (g) If no successor securities administrator shall have been appointed and shall have accepted appointment within 60 days after Wells Fargo Bank, N.A., as Securities Administrator, ceases to be thx xxxurities administrator pursuant to this Section 6.06, then the Trustee (as successor Securities Administrator) shall perform the duties of the Securities Administrator pursuant to this Agreement. The Trustee shall notify the Rating Agencies of any change of the Securities Administrator. In such event, the Trustee shall assume all of the rights and obligations of the Securities Administrator hereunder arising thereafter except that the Trustee shall not be (i) liable for losses of the predecessor Securities Administrator or any acts or omissions of the predecessor Securities Administrator hereunder, (ii) deemed to have made any representations and warranties of the Securities Administrator made herein and (iii) subject to the same resignation limitations as set forth in Section 9.06 hereof; provided, however, that the Trustee (as successor securities administrator) shall not resign until a successor securities administrator has accepted appointment pursuant to Section 6.07 hereof. The Trustee shall not be accountable, shall have no liability and makes no representation as to any acts or omissions hereunder of the Securities Administrator until such time as the Trustee may be required to act as successor Securities Administrator pursuant to this Section 6.06 and thereupon only for the acts or omissions of the Trustee as successor Securities Administrator. If the Trustee is unwilling, or unable, to act as successor Securities Administrator, then, in such event, the Trustee may appoint, or petition a court of competent jurisdiction to appoint a successor Securities Administrator meeting the criteria set forth in Section 9.10 hereof. Such successor Securities Administrator shall be entitled to the Securities Administrator Compensation. (h) The Trustee as successor securities administrator shall be entitled to be reimbursed for all reasonable costs and expenses associated with the transfer of the duties of the Securities Administrator by the predecessor Securities Administrator, including, without limitation, any costs or expenses associated with the complete transfer of all securities administrator data and the completion, correction or manipulation of such securities administrator data as may be required by the Trustee as successor securities administrator to correct any errors or insufficiencies in such securities administrator data or otherwise to enable the Trustee or successor securities administrator to perform the duties of the Securities Administrator properly and effectively; provided, however, that the predecessor Securities Administrator shall not be obligated to make any such reimbursements if such Securities Administrator was terminated or removed without cause or if such termination or removal was a result of the imposition of any tax on the Trust Estate by any state in which the Securities Administrator or the Trust Fund is located. If such costs are not paid by the predecessor Securities Administrator, the Trustee shall pay such costs from the Trust Fund. (i) The Trustee, as successor Securities Administrator, as compensation for its activities hereunder as successor Securities Administrator, shall be entitled to retain or withdraw from the Distribution Account an amount equal to the Securities Administrator Compensation. (j) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator 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 by the successor Securities Administrator to the Trustee, one complete set to the Securities Administrator so removed and one complete set to the successor so appointed. Notice of any removal of the Securities Administrator shall be given to each Rating Agency by the successor securities administrator. (k) Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator pursuant to any of the provisions of this Section 6.06 or Section 9.06 shall become effective upon acceptance by the successor securities administrator of appointment as provided in Section 6.07 hereof. (l) If the Securities Administrator and the Master Servicer are the same Person, any removal of the Master Servicer pursuant to an Event of Default shall also result in the removal of the Securities Administrator and require the appointment of a successor pursuant to this Section and Section 6.07. (m) The Securities Administrator shall cooperate with the Trustee and any successor securities administrator in effecting the termination of the Securities Administrator's responsibilities and rights hereunder, providing to the Trustee and successor securities administrator all documents and records in electronic or other form reasonably requested by it to enable it to assume the Securities Administrator's functions hereunder and for the transfer to the Trustee or successor Securities Administrator of all amounts in the Distribution Account or any other account or fund maintained by the Securities Administrator with respect to the Trust Fund. Neither the Trustee nor the Master Servicer, as applicable, nor any other successor, as applicable, shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the predecessor Securities Administrator to deliver, or any delay in delivering, cash, documents or records to it, (ii) the failure of the predecessor Securities Administrator to cooperate as required by this Agreement, (iii) the failure of the predecessor Securities Administrator to deliver the related Mortgage Loan data as required by this Agreement or (iv) restrictions imposed by any regulatory authority having jurisdiction over the predecessor Securities Administrator. No successor securities administrator shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Master Servicer to deliver, or any delay in delivering cash, documents or records to it related to such distribution, or (ii) the failure of Trustee or the Master Servicer to cooperate as required by this Agreement.

Resignation and Removal of Trustee and the Securities Administrator. (a) The Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Securities Administrator, the Depositor and the Master Servicer. Upon receiving such notice of resignation, the Depositor will promptly appoint a successor trustee, by written instrument, one copy of which instrument shall be delivered to the resigning Trustee, one copy to the successor trustee, one copy to the Securities Administrator and one copy to the Master Servicer. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. At least 15 calendar days prior to the effective date of such resignation, the Trustee shall provide (x) written notice to the Depositor and the Master Servicer of any successor pursuant to this Section (other than a successor appointed by the Depositor in accordance with the preceding paragraph) and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Trustee. (b) If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 6.05 and shall fail to resign after written request therefor by the Depositor, (ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, oror a receiver of the Trustee of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of either of their property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii) (A) a tax is imposed or threatened with respect to the Trust Fund by any state in which the Trustee or the Trust Fund held by the Trustee is located due to the location of the Trustee, (B) the imposition of such tax would be avoided by the appointment of a different trustee and (C) the Trustee fails to indemnify the Trust Fund against such tax (iv) the continued use of the Trustee would result in a downgrading of the rating by any Rating Agency of any Class of Certificates with a rating, or (v) the Trustee fails to comply with its obligations under the penultimate paragraph of Section 6.14(a), in the preceding paragraph, Section 9.05 or Article XII and such failure is not remedied within the lesser of 10 calendar days or such period in which the applicable Exchange Act Report can be filed timely (without taking into account any extensions), then, in the case of clauses (i) through (iv), the Depositor shall remove the Trustee and the Depositor shall appoint a successor trustee, acceptable to the Master Servicer by written instrument, one copy of which instrument shall be delivered to the Trustee so removed, one copy to the successor trustee, one copy to the Securities Administrator and one copy to the Master Servicer. (c) The Holders of more than 50% of the Class Principal Balance (or Percentage Interest) of each Class of Certificates may at any time upon 30 days' written notice to the Trustee and to the Depositor remove the Trustee by such written instrument, signed by such Holders or their attorney-in-fact duly authorized, one copy of which instrument shall be delivered to the Depositor, one copy to the Trustee, one copy to the Securities Administrator and one copy to the Master Servicer; the Depositor shall thereupon appoint a successor trustee in accordance with this Section. (d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee, as provided in Section 6.07. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after such notice of dismissal, the Trustee who received such notice of dismissal may petition any court of competent jurisdiction for the appointment of a successor trustee. (e) The Securities Administrator shall not resign except in accordance with the provisions of Sections 9.06 and 9.07 hereof, to the same extent that the Master Servicer is entitled to resign or assign or delegate, as applicable, its duties hereunder. (f) If at any time the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 9.10 hereof and shall fail to resign after written request thereto by the Depositor, or if at any time the Securities Administrator shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or a tax is imposed with respect to the Trust Fund by any state in which the Securities Administrator or the Trust Fund is located and the imposition of such tax would be avoided by the appointment of a different Securities Administrator, then the Depositor or the Trustee may remove the Securities Administrator and appoint a successor securities administrator by written instrument, in triplicate, one copy of which instrument shall be delivered to the Securities Administrator so removed, one copy of which shall be delivered to the Master Servicer and one copy to the successor securities administrator. (g) If no successor securities administrator shall have been appointed and shall have accepted appointment within 60 days after [Wells Fargo Bank, N.A.], as Securities Administrator, ceases to be thx xxxurities administrator pursuant to this Section 6.06, then the Trustee (as successor Securities Administrator) shall perform the duties of the Securities Administrator pursuant to this Agreement. The Trustee shall notify the Rating Agencies of any change of the Securities Administrator. In such event, the Trustee shall assume all of the rights and obligations of the Securities Administrator hereunder arising thereafter except that the Trustee shall not be (i) liable for losses of the predecessor Securities Administrator or any acts or omissions of the predecessor Securities Administrator hereunder, (ii) deemed to have made any representations and warranties of the Securities Administrator made herein and (iii) subject to the same resignation limitations as set forth in Section 9.06 hereof; provided, however, that the Trustee (as successor securities administrator) shall not resign until a successor securities administrator has accepted appointment pursuant to Section 6.07 hereof. The Trustee shall not be accountable, shall have no liability and makes no representation as to any acts or omissions hereunder of the Securities Administrator until such time as the Trustee may be required to act as successor Securities Administrator pursuant to this Section 6.06 and thereupon only for the acts or omissions of the Trustee as successor Securities Administrator. If the Trustee is unwilling, or unable, to act as successor Securities Administrator, then, in such event, the Trustee may appoint, or petition a court of competent jurisdiction to appoint a successor Securities Administrator meeting the criteria set forth in Section 9.10 hereof. Such successor Securities Administrator shall be entitled to the Securities Administrator Compensation. (h) The Trustee as successor securities administrator shall be entitled to be reimbursed for all reasonable costs and expenses associated with the transfer of the duties of the Securities Administrator by the predecessor Securities Administrator, including, without limitation, any costs or expenses associated with the complete transfer of all securities administrator data and the completion, correction or manipulation of such securities administrator data as may be required by the Trustee as successor securities administrator to correct any errors or insufficiencies in such securities administrator data or otherwise to enable the Trustee or successor securities administrator to perform the duties of the Securities Administrator properly and effectively; provided, however, that the predecessor Securities Administrator shall not be obligated to make any such reimbursements if such Securities Administrator was terminated or removed without cause or if such termination or removal was a result of the imposition of any tax on the Trust Estate by any state in which the Securities Administrator or the Trust Fund is located. If such costs are not paid by the predecessor Securities Administrator, the Trustee shall pay such costs from the Trust Fund. (i) The Trustee, as successor Securities Administrator, as compensation for its activities hereunder as successor Securities Administrator, shall be entitled to retain or withdraw from the Distribution Account an amount equal to the Securities Administrator Compensation. (j) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator 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 by the successor Securities Administrator to the Trustee, one complete set to the Securities Administrator so removed and one complete set to the successor so appointed. Notice of any removal of the Securities Administrator shall be given to each Rating Agency by the successor securities administrator. (k) Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator pursuant to any of the provisions of this Section 6.06 or Section 9.06 shall become effective upon acceptance by the successor securities administrator of appointment as provided in Section 6.07 hereof. (l) If the Securities Administrator and the Master Servicer are the same Person, any removal of the Master Servicer pursuant to an Event of Default shall also result in the removal of the Securities Administrator and require the appointment of a successor pursuant to this Section and Section 6.07. (m) The Securities Administrator shall cooperate with the Trustee and any successor securities administrator in effecting the termination of the Securities Administrator's responsibilities and rights hereunder, providing to the Trustee and successor securities administrator all documents and records in electronic or other form reasonably requested by it to enable it to assume the Securities Administrator's functions hereunder and for the transfer to the Trustee or successor Securities Administrator of all amounts in the Distribution Account or any other account or fund maintained by the Securities Administrator with respect to the Trust Fund. Neither the Trustee nor the Master Servicer, as applicable, nor any other successor, as applicable, shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the predecessor Securities Administrator to deliver, or any delay in delivering, cash, documents or records to it, (ii) the failure of the predecessor Securities Administrator to cooperate as required by this Agreement, (iii) the failure of the predecessor Securities Administrator to deliver the related Mortgage Loan data as required by this Agreement or (iv) restrictions imposed by any regulatory authority having jurisdiction over the predecessor Securities Administrator. No successor securities administrator shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Master Servicer to deliver, or any delay in delivering cash, documents or records to it related to such distribution, or (ii) the failure of Trustee or the Master Servicer to cooperate as required by this Agreement.

Resignation and Removal of Trustee and the Securities Administrator. (a) The Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Securities Administrator, the Depositor and the Master Servicer. Upon receiving such notice of resignation, the Depositor will promptly appoint a successor trustee, by written instrument, one copy of which instrument shall be delivered to the resigning Trustee, one copy to the successor trustee, one copy to the Securities Administrator and one copy to the Master Servicer. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. At least 15 calendar days prior to the effective date of such resignation, the Trustee shall provide (x) written notice to the Depositor and the Master Servicer of any successor pursuant to this Section (other than a successor appointed by the Depositor in accordance with the preceding paragraph) and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Trustee. (b) If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 6.05 and shall fail to resign after written request therefor by the Depositor, (ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, oror a receiver of the Trustee of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of either of their property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii) (A) a tax is imposed or threatened with respect to the Trust Fund by any state in which the Trustee or the Trust Fund held by the Trustee is located due to the location of the Trustee, (B) the imposition of such tax would be avoided by the appointment of a different trustee and (C) the Trustee fails to indemnify the Trust Fund against such tax (iv) the continued use of the Trustee would result in a downgrading of the rating by any Rating Agency of any Class of Certificates with a rating, or (v) the Trustee fails to comply with its obligations under the penultimate paragraph of Section 6.14(a), in the preceding paragraph or Article XII and such failure is not remedied within the lesser of 10 calendar days or such period in which the applicable Exchange Act Report can be filed timely (without taking into account any extensions), then, in the case of clauses (i) through (iv), the Depositor shall remove the Trustee and the Depositor shall appoint a successor trustee, acceptable to the Master Servicer by written instrument, one copy of which instrument shall be delivered to the Trustee so removed, one copy to the successor trustee, one copy to the Securities Administrator and one copy to the Master Servicer. (c) The Holders of more than 50% of the Class Principal Balance (or Percentage Interest) of each Class of Certificates may at any time upon 30 days' written notice to the Trustee and to the Depositor remove the Trustee by such written instrument, signed by such Holders or their attorney-in-fact duly authorized, one copy of which instrument shall be delivered to the Depositor, one copy to the Trustee, one copy to the Securities Administrator and one copy to the Master Servicer; the Depositor shall thereupon appoint a successor trustee in accordance with this Section. (d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee, as provided in Section 6.07. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after such notice of dismissal, the Trustee who received such notice of dismissal may petition any court of competent jurisdiction for the appointment of a successor trustee. (e) The Securities Administrator shall not resign except in accordance with the provisions of Sections 9.06 and 9.07 hereof, to the same extent that the Master Servicer is entitled to resign or assign or delegate, as applicable, its duties hereunder. (f) If at any time the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 9.10 hereof and shall fail to resign after written request thereto by the Depositor, or if at any time the Securities Administrator shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or a tax is imposed with respect to the Trust Fund by any state in which the Securities Administrator or the Trust Fund is located and the imposition of such tax would be avoided by the appointment of a different Securities Administrator, then the Depositor or the Trustee may remove the Securities Administrator and appoint a successor securities administrator by written instrument, in triplicate, one copy of which instrument shall be delivered to the Securities Administrator so removed, one copy of which shall be delivered to the Master Servicer and one copy to the successor securities administrator. (g) If no successor securities administrator shall have been appointed and shall have accepted appointment within 60 days after Wells Fargo Bank, N.A., as Securities Administrator, ceases to be thx xxxurities administrator pursuant to this Section 6.06, then the Trustee (as successor Securities Administrator) shall perform the duties of the Securities Administrator pursuant to this Agreement. The Trustee shall notify the Rating Agencies of any change of the Securities Administrator. In such event, the Trustee shall assume all of the rights and obligations of the Securities Administrator hereunder arising thereafter except that the Trustee shall not be (i) liable for losses of the predecessor Securities Administrator or any acts or omissions of the predecessor Securities Administrator hereunder, (ii) deemed to have made any representations and warranties of the Securities Administrator made herein and (iii) subject to the same resignation limitations as set forth in Section 9.06 hereof; provided, however, that the Trustee (as successor securities administrator) shall not resign until a successor securities administrator has accepted appointment pursuant to Section 6.07 hereof. The Trustee shall not be accountable, shall have no liability and makes no representation as to any acts or omissions hereunder of the Securities Administrator until such time as the Trustee may be required to act as successor Securities Administrator pursuant to this Section 6.06 and thereupon only for the acts or omissions of the Trustee as successor Securities Administrator. If the Trustee is unwilling, or unable, to act as successor Securities Administrator, then, in such event, the Trustee may appoint, or petition a court of competent jurisdiction to appoint a successor Securities Administrator meeting the criteria set forth in Section 9.10 hereof. Such successor Securities Administrator shall be entitled to the Securities Administrator Compensation. (h) The Trustee as successor securities administrator shall be entitled to be reimbursed for all reasonable costs and expenses associated with the transfer of the duties of the Securities Administrator by the predecessor Securities Administrator, including, without limitation, any costs or expenses associated with the complete transfer of all securities administrator data and the completion, correction or manipulation of such securities administrator data as may be required by the Trustee as successor securities administrator to correct any errors or insufficiencies in such securities administrator data or otherwise to enable the Trustee or successor securities administrator to perform the duties of the Securities Administrator properly and effectively; provided, however, that the predecessor Securities Administrator shall not be obligated to make any such reimbursements if such Securities Administrator was terminated or removed without cause or if such termination or removal was a result of the imposition of any tax on the Trust Estate by any state in which the Securities Administrator or the Trust Fund is located. If such costs are not paid by the predecessor Securities Administrator, the Trustee shall pay such costs from the Trust Fund. (i) The Trustee, as successor Securities Administrator, as compensation for its activities hereunder as successor Securities Administrator, shall be entitled to retain or withdraw from the Distribution Account an amount equal to the Securities Administrator Compensation. (j) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator 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 by the successor Securities Administrator to the Trustee, one complete set to the Securities Administrator so removed and one complete set to the successor so appointed. Notice of any removal of the Securities Administrator shall be given to each Rating Agency by the successor securities administrator. (k) Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator pursuant to any of the provisions of this Section 6.06 or Section 9.06 shall become effective upon acceptance by the successor securities administrator of appointment as provided in Section 6.07 hereof. (l) If the Securities Administrator and the Master Servicer are the same Person, any removal of the Master Servicer pursuant to an Event of Default shall also result in the removal of the Securities Administrator and require the appointment of a successor pursuant to this Section and Section 6.07. (m) The Securities Administrator shall cooperate with the Trustee and any successor securities administrator in effecting the termination of the Securities Administrator's responsibilities and rights hereunder, providing to the Trustee and successor securities administrator all documents and records in electronic or other form reasonably requested by it to enable it to assume the Securities Administrator's functions hereunder and for the transfer to the Trustee or successor Securities Administrator of all amounts in the Distribution Account or any other account or fund maintained by the Securities Administrator with respect to the Trust Fund. Neither the Trustee nor the Master Servicer, as applicable, nor any other successor, as applicable, shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the predecessor Securities Administrator to deliver, or any delay in delivering, cash, documents or records to it, (ii) the failure of the predecessor Securities Administrator to cooperate as required by this Agreement, (iii) the failure of the predecessor Securities Administrator to deliver the related Mortgage Loan data as required by this Agreement or (iv) restrictions imposed by any regulatory authority having jurisdiction over the predecessor Securities Administrator. No successor securities administrator shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Master Servicer to deliver, or any delay in delivering cash, documents or records to it related to such distribution, or (ii) the failure of Trustee or the Master Servicer to cooperate as required by this Agreement.

Resignation and Removal of Trustee and the Securities Administrator. (a) The Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Securities Administrator, the Depositor and the Master Servicer. Upon receiving such notice of resignation, the Depositor will promptly appoint a successor trustee, by written instrument, one copy of which instrument shall be delivered to the resigning Trustee, one copy to the successor trustee, one copy to the Securities Administrator and one copy to the Master Servicer. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. At least 15 calendar days prior to the effective date of such resignation, the Trustee shall provide (x) written notice to the Depositor and the Master Servicer of any successor pursuant to this Section (other than a successor appointed by the Depositor in accordance with the preceding paragraph) and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Trustee. (b) If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 6.05 and shall fail to resign after written request therefor by the Depositor, (ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, oror 119

Resignation and Removal of Trustee and the Securities Administrator. (a) The Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Securities Administrator, the Depositor and the Master Servicer. Upon receiving such notice of resignation, the Depositor will promptly appoint a successor trustee, by written instrument, one copy of which instrument shall be delivered to the resigning Trustee, one copy to the successor trustee, one copy to the Securities Administrator and one copy to the Master Servicer. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. At least 15 calendar days prior to the effective date of such resignation, the Trustee shall provide (x) written notice to the Depositor and the Master Servicer of any successor pursuant to this Section (other than a successor appointed by the Depositor in accordance with the preceding paragraph) and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Trustee. (b) If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 6.05 and shall fail to resign after written request therefor by the Depositor, (ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, oror a receiver of the Trustee of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of either of their property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii) (A) a tax is imposed or threatened with respect to the Trust Fund by any state in which the Trustee or the Trust Fund held by the Trustee is located due to the location of the Trustee, (B) the imposition of such tax would be avoided by the appointment of a different trustee and (C) the Trustee fails to indemnify the Trust Fund against such tax (iv) the continued use of the Trustee would result in a downgrading of the rating by any Rating Agency of any Class of Certificates with a rating, or (v) the Trustee fails to comply with its obligations under the penultimate paragraph of Section 6.14(a), in the preceding paragraph or Article XII and such failure is not remedied within the lesser of 10 calendar days or such period in which the applicable Exchange Act Report can be filed timely (without taking into account any extensions), then, in the case of clauses (i) through (iv), the Depositor shall remove the Trustee and the Depositor shall appoint a successor trustee, acceptable to the Master Servicer by written instrument, one copy of which instrument shall be delivered to the Trustee so removed, one copy to the successor trustee, one copy to the Securities Administrator and one copy to the Master Servicer. (c) The Holders of more than 50% of the Class Principal Balance (or Percentage Interest) of each Class of Certificates may at any time upon 30 days' written notice to the Trustee and to the Depositor remove the Trustee by such written instrument, signed by such Holders or their attorney-in-fact duly authorized, one copy of which instrument shall be delivered to the Depositor, one copy to the Trustee, one copy to the Securities Administrator and one copy to the Master Servicer; the Depositor shall thereupon appoint a successor trustee in accordance with this Section. (d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee, as provided in Section 6.07. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after such notice of dismissal, the Trustee who received such notice of dismissal may petition any court of competent jurisdiction for the appointment of a successor trustee. (e) The Securities Administrator shall not resign except in accordance with the provisions of Sections 9.06 and 9.07 hereof, to the same extent that the Master Servicer is entitled to resign or assign or delegate, as applicable, its duties hereunder. (f) If at any time the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 9.10 hereof and shall fail to resign after written request thereto by the Depositor, or if at any time the Securities Administrator shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or a tax is imposed with respect to the Trust Fund by any state in which the Securities Administrator or the Trust Fund is located and the imposition of such tax would be avoided by the appointment of a different Securities Administrator, then the Depositor or the Trustee may remove the Securities Administrator and appoint a successor securities administrator by written instrument, in triplicate, one copy of which instrument shall be delivered to the Securities Administrator so removed, one copy of which shall be delivered to the Master Servicer and one copy to the successor securities administrator. (g) If no successor securities administrator shall have been appointed and shall have accepted appointment within 60 days after Wells Fargo Bank, N.A., as Securities Administrator, ceases to be txx xxcurities administrator pursuant to this Section 6.06, then the Trustee (as successor Securities Administrator) shall perform the duties of the Securities Administrator pursuant to this Agreement. The Trustee shall notify the Rating Agencies of any change of the Securities Administrator. In such event, the Trustee shall assume all of the rights and obligations of the Securities Administrator hereunder arising thereafter except that the Trustee shall not be (i) liable for losses of the predecessor Securities Administrator or any acts or omissions of the predecessor Securities Administrator hereunder, (ii) deemed to have made any representations and warranties of the Securities Administrator made herein and (iii) subject to the same resignation limitations as set forth in Section 9.06 hereof; provided, however, that the Trustee (as successor securities administrator) shall not resign until a successor securities administrator has accepted appointment pursuant to Section 6.07 hereof. The Trustee shall not be accountable, shall have no liability and makes no representation as to any acts or omissions hereunder of the Securities Administrator until such time as the Trustee may be required to act as successor Securities Administrator pursuant to this Section 6.06 and thereupon only for the acts or omissions of the Trustee as successor Securities Administrator. If the Trustee is unwilling, or unable, to act as successor Securities Administrator, then, in such event, the Trustee may appoint, or petition a court of competent jurisdiction to appoint a successor Securities Administrator meeting the criteria set forth in Section 9.10 hereof. Such successor Securities Administrator shall be entitled to the Securities Administrator Compensation. (h) The Trustee as successor securities administrator shall be entitled to be reimbursed for all reasonable costs and expenses associated with the transfer of the duties of the Securities Administrator by the predecessor Securities Administrator, including, without limitation, any costs or expenses associated with the complete transfer of all securities administrator data and the completion, correction or manipulation of such securities administrator data as may be required by the Trustee as successor securities administrator to correct any errors or insufficiencies in such securities administrator data or otherwise to enable the Trustee or successor securities administrator to perform the duties of the Securities Administrator properly and effectively; provided, however, that the predecessor Securities Administrator shall not be obligated to make any such reimbursements if such Securities Administrator was terminated or removed without cause or if such termination or removal was a result of the imposition of any tax on the Trust Estate by any state in which the Securities Administrator or the Trust Fund is located. If such costs are not paid by the predecessor Securities Administrator, the Trustee shall pay such costs from the Trust Fund. (i) The Trustee, as successor Securities Administrator, as compensation for its activities hereunder as successor Securities Administrator, shall be entitled to retain or withdraw from the Distribution Account an amount equal to the Securities Administrator Compensation. (j) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator 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 by the successor Securities Administrator to the Trustee, one complete set to the Securities Administrator so removed and one complete set to the successor so appointed. Notice of any removal of the Securities Administrator shall be given to each Rating Agency by the successor securities administrator. (k) Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator pursuant to any of the provisions of this Section 6.06 or Section 9.06 shall become effective upon acceptance by the successor securities administrator of appointment as provided in Section 6.07 hereof. (l) If the Securities Administrator and the Master Servicer are the same Person, any removal of the Master Servicer pursuant to an Event of Default shall also result in the removal of the Securities Administrator and require the appointment of a successor pursuant to this Section and Section 6.07. (m) The Securities Administrator shall cooperate with the Trustee and any successor securities administrator in effecting the termination of the Securities Administrator's responsibilities and rights hereunder, providing to the Trustee and successor securities administrator all documents and records in electronic or other form reasonably requested by it to enable it to assume the Securities Administrator's functions hereunder and for the transfer to the Trustee or successor Securities Administrator of all amounts in the Distribution Account or any other account or fund maintained by the Securities Administrator with respect to the Trust Fund. Neither the Trustee nor the Master Servicer, as applicable, nor any other successor, as applicable, shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the predecessor Securities Administrator to deliver, or any delay in delivering, cash, documents or records to it, (ii) the failure of the predecessor Securities Administrator to cooperate as required by this Agreement, (iii) the failure of the predecessor Securities Administrator to deliver the related Mortgage Loan data as required by this Agreement or (iv) restrictions imposed by any regulatory authority having jurisdiction over the predecessor Securities Administrator. No successor securities administrator shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Master Servicer to deliver, or any delay in delivering cash, documents or records to it related to such distribution, or (ii) the failure of Trustee or the Master Servicer to cooperate as required by this Agreement.

Resignation and Removal of Trustee and the Securities Administrator. (a) The Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Securities Administrator, the Depositor and the Master Servicer. Upon receiving such notice of resignation, the Depositor will promptly appoint a successor trustee, by written instrument, one copy of which instrument shall be delivered to the resigning Trustee, one copy to the successor trustee, one copy to the Securities Administrator and one copy to the Master Servicer. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. At least 15 calendar days prior to the effective date of such resignation, the Trustee shall provide (x) written notice to the Depositor and the Master Servicer of any successor pursuant to this Section (other than a successor appointed by the Depositor in accordance with the preceding paragraph) and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Trustee. (b) If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 6.05 and shall fail to resign after written request therefor by the Depositor, (ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, oror a receiver of the Trustee of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of either of their property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii) (A) a tax is imposed or threatened with respect to the Trust Fund by any state in which the Trustee or the Trust Fund held by the Trustee is located due to the location of the Trustee, (B) the imposition of such tax would be avoided by the appointment of a different trustee and (C) the Trustee fails to indemnify the Trust Fund against such tax (iv) the continued use of the Trustee would result in a downgrading of the rating by any Rating Agency of any Class of Certificates with a rating (without regard to the Class A-2-W and Class A-5-W Policy), or (v) the Trustee fails to comply with its obligations under the penultimate paragraph of Section 6.14(a), in the preceding paragraph or Article XIII and such failure is not remedied within the lesser of 10 calendar days or such period in which the applicable Exchange Act Report can be filed timely (without taking into account any extensions), then, in the case of clauses (i) through (iv), the Depositor shall remove the Trustee and the Depositor shall appoint a successor trustee, acceptable to the Master Servicer by written instrument, one copy of which instrument shall be delivered to the Trustee so removed, one copy to the successor trustee, one copy to the Securities Administrator and one copy to the Master Servicer. (c) The Holders of more than 50% of the Class Principal Balance (or Percentage Interest) of each Class of Certificates may at any time upon 30 days' written notice to the Trustee and to the Depositor remove the Trustee by such written instrument, signed by such Holders or their attorney-in-fact duly authorized, one copy of which instrument shall be delivered to the Depositor, one copy to the Trustee, one copy to the Securities Administrator and one copy to the Master Servicer; the Depositor shall thereupon appoint a successor trustee in accordance with this Section. (d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee, as provided in Section 6.07. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after such notice of dismissal, the Trustee who received such notice of dismissal may petition any court of competent jurisdiction for the appointment of a successor trustee. (e) The Securities Administrator shall not resign except in accordance with the provisions of Sections 9.06 and 9.07 hereof, to the same extent that the Master Servicer is entitled to resign or assign or delegate, as applicable, its duties hereunder. (f) If at any time the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 9.10 hereof and shall fail to resign after written request thereto by the Depositor, or if at any time the Securities Administrator shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or a tax is imposed with respect to the Trust Fund by any state in which the Securities Administrator or the Trust Fund is located and the imposition of such tax would be avoided by the appointment of a different Securities Administrator, then the Depositor or the Trustee may remove the Securities Administrator and appoint a successor securities administrator by written instrument, in triplicate, one copy of which instrument shall be delivered to the Securities Administrator so removed, one copy of which shall be delivered to the Master Servicer and one copy to the successor securities administrator. (g) If no successor securities administrator shall have been appointed and shall have accepted appointment within 60 days after Wells Fargo Bank, N.A., as Securities Administrator, ceases to be xxx xecurities administrator pursuant to this Section 6.06, then the Trustee (as successor Securities Administrator) shall perform the duties of the Securities Administrator pursuant to this Agreement. The Trustee shall notify the Rating Agencies and the Certificate Insurer of any change of the Securities Administrator. In such event, the Trustee shall assume all of the rights and obligations of the Securities Administrator hereunder arising thereafter except that the Trustee shall not be (i) liable for losses of the predecessor Securities Administrator or any acts or omissions of the predecessor Securities Administrator hereunder, (ii) deemed to have made any representations and warranties of the Securities Administrator made herein and (iii) subject to the same resignation limitations as set forth in Section 9.06 hereof; provided, however, that the Trustee (as successor securities administrator) shall not resign until a successor securities administrator has accepted appointment pursuant to Section 6.07 hereof. The Trustee shall not be accountable, shall have no liability and makes no representation as to any acts or omissions hereunder of the Securities Administrator until such time as the Trustee may be required to act as successor Securities Administrator pursuant to this Section 6.06 and thereupon only for the acts or omissions of the Trustee as successor Securities Administrator. If the Trustee is unwilling, or unable, to act as successor Securities Administrator, then, in such event, the Trustee may appoint, or petition a court of competent jurisdiction to appoint a successor Securities Administrator meeting the criteria set forth in Section 9.10 hereof. Such successor Securities Administrator shall be entitled to the Securities Administrator Compensation. (h) The Trustee as successor securities administrator shall be entitled to be reimbursed for all reasonable costs and expenses associated with the transfer of the duties of the Securities Administrator by the predecessor Securities Administrator, including, without limitation, any costs or expenses associated with the complete transfer of all securities administrator data and the completion, correction or manipulation of such securities administrator data as may be required by the Trustee as successor securities administrator to correct any errors or insufficiencies in such securities administrator data or otherwise to enable the Trustee or successor securities administrator to perform the duties of the Securities Administrator properly and effectively; provided, however, that the predecessor Securities Administrator shall not be obligated to make any such reimbursements if such Securities Administrator was terminated or removed without cause or if such termination or removal was a result of the imposition of any tax on the Trust Estate by any state in which the Securities Administrator or the Trust Fund is located. If such costs are not paid by the predecessor Securities Administrator, the Trustee shall pay such costs from the Trust Fund. (i) The Trustee, as successor Securities Administrator, as compensation for its activities hereunder as successor Securities Administrator, shall be entitled to retain or withdraw from the Distribution Account an amount equal to the Securities Administrator Compensation. (j) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator 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 by the successor Securities Administrator to the Trustee, one complete set to the Securities Administrator so removed and one complete set to the successor so appointed. Notice of any removal of the Securities Administrator shall be given to each Rating Agency by the successor securities administrator. (k) Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator pursuant to any of the provisions of this Section 6.06 or Section 9.06 shall become effective upon acceptance by the successor securities administrator of appointment as provided in Section 6.07 hereof. (l) If the Securities Administrator and the Master Servicer are the same Person, any removal of the Master Servicer pursuant to an Event of Default shall also result in the removal of the Securities Administrator and require the appointment of a successor pursuant to this Section and Section 6.07. (m) The Securities Administrator shall cooperate with the Trustee and any successor securities administrator in effecting the termination of the Securities Administrator's responsibilities and rights hereunder, providing to the Trustee and successor securities administrator all documents and records in electronic or other form reasonably requested by it to enable it to assume the Securities Administrator's functions hereunder and for the transfer to the Trustee or successor Securities Administrator of all amounts in the Distribution Account or any other account or fund maintained by the Securities Administrator with respect to the Trust Fund. Neither the Trustee nor the Master Servicer, as applicable, nor any other successor, as applicable, shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the predecessor Securities Administrator to deliver, or any delay in delivering, cash, documents or records to it, (ii) the failure of the predecessor Securities Administrator to cooperate as required by this Agreement, (iii) the failure of the predecessor Securities Administrator to deliver the related Mortgage Loan data as required by this Agreement or (iv) restrictions imposed by any regulatory authority having jurisdiction over the predecessor Securities Administrator. No successor securities administrator shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Master Servicer to deliver, or any delay in delivering cash, documents or records to it related to such distribution, or (ii) the failure of Trustee or the Master Servicer to cooperate as required by this Agreement.

Resignation and Removal of Trustee and the Securities Administrator. (a) The Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Securities Administrator, the Depositor and the Master Servicer. Upon receiving such notice of resignation, the Depositor will promptly appoint a successor trustee, by written instrument, one copy of which instrument shall be delivered to the resigning Trustee, one copy to the successor trustee, one copy to the Securities Administrator and one copy to the Master Servicer. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. At least 15 calendar days prior to the effective date of such resignation, the Trustee shall provide (x) written notice to the Depositor and the Master Servicer of any successor pursuant to this Section (other than a successor appointed by the Depositor in accordance with the preceding paragraph) and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Trustee. (b) If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 6.05 and shall fail to resign after written request therefor by the Depositor, (ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, oror a receiver of the Trustee of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of either of their property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii) (A) a tax is imposed or threatened with respect to the Trust Fund by any state in which the Trustee or the Trust Fund held by the Trustee is located due to the location of the Trustee, (B) the imposition of such tax would be avoided by the appointment of a different trustee and (C) the Trustee fails to indemnify the Trust Fund against such tax (iv) the continued use of the Trustee would result in a downgrading of the rating by any Rating Agency of any Class of Certificates with a rating, or (v) the Trustee fails to comply with its obligations under the penultimate paragraph of Section 6.14(a), in the preceding paragraph or Article XII and such failure is not remedied within the lesser of 10 calendar days or such period in which the 105 applicable Exchange Act Report can be filed timely (without taking into account any extensions), then, in the case of clauses (i) through (iv), the Depositor shall remove the Trustee and the Depositor shall appoint a successor trustee, acceptable to the Master Servicer by written instrument, one copy of which instrument shall be delivered to the Trustee so removed, one copy to the successor trustee, one copy to the Securities Administrator and one copy to the Master Servicer. (c) The Holders of more than 50% of the Class Principal Balance (or Percentage Interest) of each Class of Certificates may at any time upon 30 days' written notice to the Trustee and to the Depositor remove the Trustee by such written instrument, signed by such Holders or their attorney-in-fact duly authorized, one copy of which instrument shall be delivered to the Depositor, one copy to the Trustee, one copy to the Securities Administrator and one copy to the Master Servicer; the Depositor shall thereupon appoint a successor trustee in accordance with this Section. (d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee, as provided in Section 6.07. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after such notice of dismissal, the Trustee who received such notice of dismissal may petition any court of competent jurisdiction for the appointment of a successor trustee. (e) The Securities Administrator shall not resign except in accordance with the provisions of Sections 9.06 and 9.07 hereof, to the same extent that the Master Servicer is entitled to resign or assign or delegate, as applicable, its duties hereunder. (f) If at any time the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 9.10 hereof and shall fail to resign after written request thereto by the Depositor, or if at any time the Securities Administrator shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or a tax is imposed with respect to the Trust Fund by any state in which the Securities Administrator or the Trust Fund is located and the imposition of such tax would be avoided by the appointment of a different Securities Administrator, then the Depositor or the Trustee may remove the Securities Administrator and appoint a successor securities administrator by written instrument, in triplicate, one copy of which instrument shall be delivered to the Securities Administrator so removed, one copy of which shall be delivered to the Master Servicer and one copy to the successor securities administrator. (g) If no successor securities administrator shall have been appointed and shall have accepted appointment within 60 days after Wells Fargo Bank, N.A., as Securities Administrator, ceases to be txx xxcurities administrator pursuant to this Section 6.06, then the Trustee (as successor Securities Administrator) shall perform the duties of the Securities Administrator pursuant to this Agreement. The Trustee shall notify the Rating Agencies of any change of the Securities Administrator. In such event, the Trustee shall assume all of the rights and obligations of the Securities Administrator hereunder arising thereafter except that the 106 Trustee shall not be (i) liable for losses of the predecessor Securities Administrator or any acts or omissions of the predecessor Securities Administrator hereunder, (ii) deemed to have made any representations and warranties of the Securities Administrator made herein and (iii) subject to the same resignation limitations as set forth in Section 9.06 hereof; provided, however, that the Trustee (as successor securities administrator) shall not resign until a successor securities administrator has accepted appointment pursuant to Section 6.07 hereof. The Trustee shall not be accountable, shall have no liability and makes no representation as to any acts or omissions hereunder of the Securities Administrator until such time as the Trustee may be required to act as successor Securities Administrator pursuant to this Section 6.06 and thereupon only for the acts or omissions of the Trustee as successor Securities Administrator. If the Trustee is unwilling, or unable, to act as successor Securities Administrator, then, in such event, the Trustee may appoint, or petition a court of competent jurisdiction to appoint a successor Securities Administrator meeting the criteria set forth in Section 9.10 hereof. Such successor Securities Administrator shall be entitled to the Securities Administrator Compensation. (h) The Trustee as successor securities administrator shall be entitled to be reimbursed for all reasonable costs and expenses associated with the transfer of the duties of the Securities Administrator by the predecessor Securities Administrator, including, without limitation, any costs or expenses associated with the complete transfer of all securities administrator data and the completion, correction or manipulation of such securities administrator data as may be required by the Trustee as successor securities administrator to correct any errors or insufficiencies in such securities administrator data or otherwise to enable the Trustee or successor securities administrator to perform the duties of the Securities Administrator properly and effectively; provided, however, that the predecessor Securities Administrator shall not be obligated to make any such reimbursements if such Securities Administrator was terminated or removed without cause or if such termination or removal was a result of the imposition of any tax on the Trust Estate by any state in which the Securities Administrator or the Trust Fund is located. If such costs are not paid by the predecessor Securities Administrator, the Trustee shall pay such costs from the Trust Fund. (i) The Trustee, as successor Securities Administrator, as compensation for its activities hereunder as successor Securities Administrator, shall be entitled to retain or withdraw from the Distribution Account an amount equal to the Securities Administrator Compensation. (j) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator 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 by the successor Securities Administrator to the Trustee, one complete set to the Securities Administrator so removed and one complete set to the successor so appointed. Notice of any removal of the Securities Administrator shall be given to each Rating Agency by the successor securities administrator. (k) Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator pursuant to any of the provisions of this Section 6.06 or Section 9.06 shall become effective upon acceptance by the successor securities administrator of appointment as provided in Section 6.07 hereof. (l) If the Securities Administrator and the Master Servicer are the same Person, any removal of the Master Servicer pursuant to an Event of Default shall also result in the removal of the Securities Administrator and require the appointment of a successor pursuant to this Section and Section 6.07. (m) The Securities Administrator shall cooperate with the Trustee and any successor securities administrator in effecting the termination of the Securities Administrator's responsibilities and rights hereunder, providing to the Trustee and successor securities administrator all documents and records in electronic or other form reasonably requested by it to enable it to assume the Securities Administrator's functions hereunder and for the transfer to the Trustee or successor Securities Administrator of all amounts in the Distribution Account or any other account or fund maintained by the Securities Administrator with respect to the Trust Fund. Neither the Trustee nor the Master Servicer, as applicable, nor any other successor, as applicable, shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the predecessor Securities Administrator to deliver, or any delay in delivering, cash, documents or records to it, (ii) the failure of the predecessor Securities Administrator to cooperate as required by this Agreement, (iii) the failure of the predecessor Securities Administrator to deliver the related Mortgage Loan data as required by this Agreement or (iv) restrictions imposed by any regulatory authority having jurisdiction over the predecessor Securities Administrator. No successor securities administrator shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Master Servicer to deliver, or any delay in delivering cash, documents or records to it related to such distribution, or (ii) the failure of Trustee or the Master Servicer to cooperate as required by this Agreement.