Common use of Successor Trustee and Successor Securities Administrator Clause in Contracts

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer and to its predecessor trustee or predecessor securities administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee or predecessor securities administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, all such rights, powers, duties and obligations.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Depositor and to its predecessor trustee or predecessor securities administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each Custodial Agreementsuccessor securities administrator, to the extent permitted thereunder)as applicable, all Trustee Mortgage Files and documents and statements related to each Trustee Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer Depositor and the predecessor trustee or predecessor securities administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, all such rights, powers, duties and obligations.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Depositor and to its predecessor trustee or predecessor securities administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each the Custodial AgreementAgreements, to the extent permitted thereunder)) or successor securities administrator, as applicable, all Trustee Mortgage Files and documents and statements related to each Trustee Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents delivered to it for execution, properly executed and necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer Depositor and the predecessor trustee or predecessor securities administrator, as applicable, shall execute and deliver such other instruments delivered to it for execution, and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, all such rights, powers, duties and obligations.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Depositor and to its predecessor trustee or predecessor securities administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each the Custodial AgreementAgreements, to the extent permitted thereunder)) or successor securities administrator, as applicable, all Trustee Mortgage Files and documents and statements related to each Trustee Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed and necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer Depositor and the predecessor trustee or predecessor securities administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, all such rights, powers, duties and obligations.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Depositor and to its predecessor trustee or predecessor securities administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each the Custodial Agreement, to the extent permitted thereunder), all Trustee Mortgage Files and Trustee Credit Files and documents and statements related to each Trustee Mortgage File and Trustee Credit File held by it hereunder, and the predecessor trustee shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and the predecessor trustee or the predecessor securities administrator, as applicable, shall deliver such of the records or copies thereof maintained by the predecessor trustee or predecessor securities administrator, as applicable, in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer Depositor and the predecessor trustee or predecessor securities administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, all such rights, powers, duties and obligations. The predecessor securities administrator shall also deliver to the Depositor the Back-up Certificate with respect to the portion of the calendar year in which the predecessor securities administrator acted as Securities Administrator hereunder.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Depositor and to its predecessor trustee or predecessor securities administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each the Custodial Agreement, to the extent permitted thereunder), all Trustee Mortgage Files and documents and statements related to each Trustee Mortgage File held by it hereunder, and the predecessor trustee shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and the predecessor trustee or the predecessor securities administrator, as applicable, shall deliver such of the records or copies thereof maintained by the predecessor trustee or predecessor securities administrator, as applicable, in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer Depositor and the predecessor trustee or predecessor securities administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, all such rights, powers, duties and obligations. The predecessor securities administrator shall also deliver to the Depositor the Back-up Certificate with respect to the portion of the calendar year in which the predecessor securities administrator acted as Securities Administrator hereunder.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee Trustee or successor securities administrator Securities Administrator appointed as provided in Section 6.06 8.07 hereof shall execute, acknowledge and deliver to the Depositor, the Seller and the Master Servicer, any NIMS Insurer Servicer and to its predecessor trustee Trustee or predecessor securities administratorSecurities Administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee or predecessor securities administratorSecurities Administrator, as applicable, shall become effective effective, and such successor trustee Trustee or successor securities administrator, as applicableSecurities Administrator, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to Securities Administrator. The Depositor, the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In additionSeller, the Master Servicer and the predecessor trustee Trustee or predecessor securities administratorSecurities Administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more for fully and certainly vest vesting and confirm confirming in the successor trustee Trustee or successor securities administratorSecurities Administrator, as applicable, all such rights, powers, duties and obligations. No successor Trustee or successor Securities Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or successor Securities Administrator shall be eligible under the provisions of Section 8.06 hereof and the appointment of such successor Trustee or successor Securities Administrator shall not result in a downgrading of the Senior Certificates by the Rating Agency, as evidenced by a letter from the Rating Agency. Upon acceptance of appointment by a successor Trustee or successor Securities Administrator, as applicable, as provided in this Section 8.08, the successor Trustee or successor Securities Administrator shall mail notice of such appointment hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to the Rating Agency.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Depositor and to its predecessor trustee or predecessor securities administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each Custodial Custody Agreement, to the extent permitted thereunder)) or successor securities administrator, as applicable, all Trustee Mortgage Files and documents and statements related to each Trustee Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer Depositor and the predecessor trustee or predecessor securities administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, all such rights, powers, duties and obligations.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Depositor and to its predecessor trustee or predecessor securities administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each the Custodial AgreementAgreements, to the extent permitted thereunder)) or successor securities administrator, as applicable, all Trustee Mortgage Files and documents and statements related to each Trustee Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer Depositor and the predecessor trustee or predecessor securities administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, all such rights, powers, duties and obligations.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Insurer, the Swap Counterparty and to its predecessor trustee or predecessor securities administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each the Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee or predecessor securities administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, all such rights, powers, duties and obligations.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Servicer and to its predecessor trustee or predecessor securities administrator, as applicable, administrator an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, administrator shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee or predecessor securities administrator shall after payment of its outstanding fees and expenses, promptly deliver to the Trustee or any successor trustee (or assign to successor securities administrator all assets and records of the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File Trust Fund held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee or predecessor securities administrator, as applicable, administrator shall execute and deliver all such other instruments and do such other things as may reasonably be required to for more fully and certainly vest vesting and confirm confirming in the successor trustee or successor securities administrator, as applicable, administrator all such rights, powers, duties and obligations. No successor trustee or successor securities administrator shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee or successor securities administrator shall be eligible under the provisions of Section 8.06. Upon acceptance of appointment by a successor trustee or successor securities administrator as provided in this Section, the Master Servicer (in the case of a successor trustee) and the Trustee (in the case of a successor securities administrator) shall mail notice of the succession of such trustee or securities administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Master Servicer (in the case of a successor trustee) and the Trustee (in the case of a successor securities administrator) fails to mail such notice within ten days after acceptance of appointment by the successor trustee successor securities administrator, the successor trustee successor securities administrator shall cause such notice to be mailed at the expense of the Master Servicer or Trustee, as the case may be.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Depositor and to its predecessor trustee or predecessor securities administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each Custodial the Custody Agreement, to the extent permitted thereunder)) or successor securities administrator, as applicable, all Trustee Mortgage Files and documents and statements related to each Trustee Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer Depositor and the predecessor trustee or predecessor securities administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, all such rights, powers, duties and obligations.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer and to its predecessor trustee or predecessor securities administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each the Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee or predecessor securities administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, all such rights, powers, duties and obligations.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Insurer, the Swap Counterparty and to its predecessor trustee or predecessor securities administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A predecessor trustee (or its custodian) shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each the Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee or predecessor securities administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, all such rights, powers, duties and obligations.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee Trustee or successor securities administrator Securities Administrator appointed as provided in Section 6.06 8.07 hereof shall execute, acknowledge and deliver to the Depositor, the Seller and the Master Servicer, any NIMS Insurer Servicer and to its predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall become effective effective, and such successor trustee Trustee or successor securities administrator, as applicableSecurities Administrator, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunderhereunder (including, without limitation, with respect to such a successor Securities Administrator, its rights, powers, duties and obligations as Auction Administrator under the Auction Administration Agreement), with like effect as if originally named as trustee or securities administrator, as applicable, herein. A predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to Securities Administrator. The Depositor, the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In additionSeller, the Master Servicer and the predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall execute and deliver such other instruments and do such other things as may reasonably be required to more for fully and certainly vest vesting and confirm confirming in the successor trustee Trustee or successor securities administratorSecurities Administrator, as applicable, all such rights, powers, duties and obligations. No successor Trustee or Securities Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or Securities Administrator shall be eligible under the provisions of Section 8.06 hereof and the appointment of such successor Trustee or Securities Administrator shall not result in a downgrading of the Senior Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor Trustee or Securities Administrator as provided in this Section 8.08, the successor Trustee or Securities Administrator shall mail notice of the appointment of a successor Trustee or Securities Administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee Trustee or successor securities administrator Securities Administrator appointed as provided in Section 6.06 8.07 hereof shall execute, acknowledge and deliver to the Depositor, the Seller and the Master Servicer, any NIMS Insurer Servicer and to its predecessor trustee Trustee or predecessor securities administratorSecurities Administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee or predecessor securities administratorSecurities Administrator, as applicable, shall become effective effective, and such successor trustee Trustee or successor securities administrator, as applicableSecurities Administrator, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to Securities Administrator. The Depositor, the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In additionSeller, the Master Servicer and the predecessor trustee Trustee or predecessor securities administratorSecurities Administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more for fully and certainly vest vesting and confirm confirming in the successor trustee Trustee or successor securities administratorSecurities Administrator, as applicable, all such rights, powers, duties and obligations. No successor Trustee or successor Securities Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or successor Securities Administrator shall be eligible under the provisions of Section 8.06 hereof and the appointment of such successor Trustee or successor Securities Administrator shall not result in a downgrading of the Senior Certificates by the Rating Agency, as evidenced by a letter from the Rating Agency. Upon acceptance of appointment by a successor Trustee or successor Securities Administrator, as applicable, as provided in this Section 8.08, the successor Trustee or successor Securities Administrator shall mail notice of such appointment hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register, to the Certificate Insurer and to the Rating Agency.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee Trustee or successor securities administrator Securities Administrator appointed as provided in Section 6.06 8.07 hereof shall execute, acknowledge and deliver to the Depositor, the Seller and the Master Servicer, any NIMS Insurer Servicer and to its predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall become effective effective, and such successor trustee Trustee or successor securities administrator, as applicableSecurities Administrator, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to Securities Administrator. The Depositor, the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In additionSeller, the Master Servicer and the predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall execute and deliver such other instruments and do such other things as may reasonably be required to more for fully and certainly vest vesting and confirm confirming in the successor trustee Trustee or successor securities administratorSecurities Administrator, as applicable, all such rights, powers, duties and obligations. No successor Trustee or Securities Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or Securities Administrator shall be eligible under the provisions of Section 8.06 hereof and the appointment of such successor Trustee or Securities Administrator shall not result in a downgrading of the Senior Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor Trustee or Securities Administrator as provided in this Section 8.08, the successor Trustee or Securities Administrator shall mail notice of the appointment of a successor Trustee or Securities Administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Servicer and to its predecessor trustee or predecessor securities administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder)) or securities administrator, as applicable, all Mortgage Files and documents and statements related to each Mortgage File Files held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records record or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee or predecessor securities administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, applicable all such rights, powers, duties and obligations.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Servicer and to its predecessor trustee or predecessor securities administrator, as applicable, administrator an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, administrator shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee or predecessor securities administrator shall after payment of its outstanding fees and expenses, promptly deliver to the Trustee or any successor trustee (or assign to successor securities administrator all assets and records of the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File Trust Fund held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee or predecessor securities administrator, as applicable, administrator shall execute and deliver all such other instruments and do such other things as may reasonably be required to for more fully and certainly vest vesting and confirm confirming in the successor trustee or successor securities administrator, as applicable, administrator all such rights, powers, duties and obligations. No successor trustee or successor securities administrator shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee or successor securities administrator shall be eligible under the provisions of Section 8.06. Upon acceptance of appointment by a successor trustee or successor securities administrator as provided in this Section, the Master Servicer (in the case of a successor trustee) and the Trustee (in the case of a successor securities administrator) shall mail notice of the succession of such trustee or securities administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Master Servicer (in the case of a successor trustee) and the Trustee (in the case of a successor securities administrator) fails to mail such notice within ten days after acceptance of appointment by the successor trustee or a successor securities administrator, as the case may be, such successor shall cause such notice to be mailed at the expense of the Master Servicer or the Depositor, as the case may be.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer and to its predecessor trustee or predecessor securities administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder)) or successor securities administrator, as applicable, all Mortgage Files and documents and statements related to each Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee or predecessor securities administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, all such rights, powers, duties and obligations.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, Depositor and the Master Servicer, any NIMS Insurer Servicer and to its predecessor trustee or predecessor securities administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee (or its custodian) shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder), ) all Mortgage Files and documents and statements related to each Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee or predecessor securities administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, all such rights, powers, duties and obligations.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee Trustee or successor securities administrator Securities Administrator appointed as provided in Section 6.06 8.07 hereof shall execute, acknowledge and deliver to the Depositor, the Seller and the Master Servicer, any NIMS Insurer Servicer and to its predecessor trustee Trustee or predecessor securities administratorSecurities Administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee or predecessor securities administratorSecurities Administrator, as applicable, shall become effective effective, and such successor trustee Trustee or successor securities administrator, as applicableSecurities Administrator, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to Securities Administrator. The Depositor, the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In additionSeller, the Master Servicer and the predecessor trustee Trustee or predecessor securities administratorSecurities Administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more for fully and certainly vest vesting and confirm confirming in the successor trustee Trustee or successor securities administratorSecurities Administrator, as applicable, all such rights, powers, duties and obligations. No successor Trustee or successor Securities Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or successor Securities Administrator shall be eligible under the provisions of Section 8.06 hereof and the appointment of such successor Trustee or successor Securities Administrator shall not result in a downgrading of the Senior Certificates by each Rating Agency, as evidenced by a letter from such Rating Agency. Upon acceptance of appointment by a successor Trustee or successor Securities Administrator, as applicable, as provided in this Section 8.08, the successor Trustee or successor Securities Administrator shall mail notice of such appointment hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 9.08 hereof shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Depositor and to its predecessor trustee or predecessor securities administrator, as applicable, administrator an instrument accepting such appointment hereunder, hereunder and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, administrator shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee or securities administrator, as applicable, administrator herein. A predecessor trustee shall deliver to the Trustee or any No successor trustee (or assign to successor securities administrator shall accept appointment as provided in this Section 9.09 unless at the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments time of transfer and assignment or other documents properly executed necessary to effect such transfer and acceptance such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee or predecessor securities administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, shall be eligible under the provisions of Section 9.07 hereof and its appointment shall not adversely affect the then current rating of the Certificates. Upon acceptance of appointment by a successor trustee or successor securities administrator as provided in this Section 9.09, the successor trustee or successor securities administrator shall mail notice of the succession of such trustee or such securities administrator, as applicable, hereunder to all Holders of Certificates. If the successor trustee or successor securities administrator fails to mail such rightsnotice within ten days after acceptance of appointment, powers, duties and obligationsthe Depositor shall cause such notice to be mailed at the expense of the Trust Fund.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Depositor and to its predecessor trustee or predecessor securities administrator, as applicable, (i) an instrument accepting such appointment hereunderhereunder and (ii) the certification required pursuant to the first sentence of Section 6.21(e), and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each Custodial the Custody Agreement, to the extent permitted thereunder)) or successor securities administrator, as applicable, all Trustee Mortgage Files and documents and statements related to each Trustee Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer Depositor and the predecessor trustee or predecessor securities administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, all such rights, powers, duties and obligations.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 8.07 shall execute, acknowledge and deliver to the Depositor, NIMS Insurer and the Master Servicer, any NIMS Insurer Servicer and to its predecessor trustee or predecessor securities administrator, as applicable, administrator an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, administrator shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee or predecessor securities administrator shall after payment of its outstanding fees and expenses, promptly deliver to the Trustee or any successor trustee (or assign to successor securities administrator all assets and records of the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File Trust Fund held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee or predecessor securities administrator, as applicable, administrator shall execute and deliver all such other instruments and do such other things as may reasonably be required to for more fully and certainly vest vesting and confirm confirming in the successor trustee or successor securities administrator, as applicable, administrator all such rights, powers, duties and obligations. No successor trustee or successor securities administrator shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee or successor securities administrator shall be eligible under the provisions of Section 8.06. Upon acceptance of appointment by a successor trustee or successor securities administrator as provided in this Section, the Master Servicer (in the case of a successor trustee) and the Trustee (in the case of a successor securities administrator) shall mail notice of the succession of such trustee or securities administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Master Servicer (in the case of a successor trustee) and the Trustee (in the case of a successor securities administrator) fails to mail such notice within ten days after acceptance of appointment by the successor trustee successor securities administrator, the successor trustee successor securities administrator shall cause such notice to be mailed at the expense of the Master Servicer or Trustee, as the case may be.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Servicer and to its predecessor trustee or predecessor securities administrator, as applicable, administrator an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, administrator shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee or predecessor securities administrator shall after payment of its outstanding fees and expenses, promptly deliver to the Trustee or any successor trustee (or assign to successor securities administrator all assets and records of the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File Trust Fund held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee or predecessor securities administrator, as applicable, administrator shall execute and deliver all such other instruments and do such other things as may reasonably be required to for more fully and certainly vest vesting and confirm confirming in the successor trustee or successor securities administrator, as applicable, administrator all such rights, powers, duties and obligations. No successor trustee or successor securities administrator shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee or successor securities administrator shall be eligible under the provisions of Section 8.06. Upon acceptance of appointment by a successor trustee or successor securities administrator as provided in this Section, the Master Servicer (in the case of a successor trustee) and the Trustee (in the case of a successor securities administrator) shall mail notice of the succession of such trustee or securities administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Master Servicer (in the case of a successor trustee) and the Trustee (in the case of a successor securities administrator) fails to mail such notice within ten days after acceptance of appointment by the successor trustee or a successor securities administrator, as the case may be, such successor shall cause such notice to be mailed at the expense of the Master Servicer or the Company, as the case may be.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee Trustee or successor securities administrator Securities Administrator appointed as provided in Section 6.06 8.07 hereof shall execute, acknowledge and deliver to the Depositor, Depositor and the Master Servicer, any NIMS Insurer Servicer and to its predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall become effective effective, and such successor trustee Trustee or successor securities administrator, as applicableSecurities Administrator, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this AgreementSecurities Administrator. In additionThe Depositor, the Master Servicer and the predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall execute and deliver such other instruments and do such other things as may reasonably be required to more for fully and certainly vest vesting and confirm confirming in the successor trustee Trustee or successor securities administratorSecurities Administrator, as applicable, all such rights, powers, duties and obligations. No successor Trustee or Securities Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or Securities Administrator shall be eligible under the provisions of Section 8.06 hereof and the appointment of such successor Trustee or Securities Administrator shall not result in a downgrading of the Senior Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor Trustee or Securities Administrator as provided in this Section 8.08, the successor Trustee or Securities Administrator shall mail notice of the appointment of a successor Trustee or Securities Administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Depositor and to its predecessor trustee or predecessor securities administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each Custodial Agreementthe Custody Agreements, to the extent permitted thereunder)) or successor securities administrator, as applicable, all Trustee Mortgage Files and documents and statements related to each Trustee Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer Depositor and the predecessor trustee or predecessor securities administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, all such rights, powers, duties and obligations.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Servicer and to its predecessor trustee or predecessor securities administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder), ) all Mortgage Files and documents and statements related to each Mortgage File Files held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records record or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee or predecessor securities administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, applicable all such rights, powers, duties and obligations.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 7.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Servicer and to its predecessor trustee or predecessor securities administrator, as applicable, administrator an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, administrator shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee or predecessor securities administrator shall after payment of its outstanding fees and expenses, promptly deliver to the Trustee or any successor trustee (or assign to successor securities administrator all assets and records of the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File Trust Fund held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee or predecessor securities administrator, as applicable, administrator shall execute and deliver all such other instruments and do such other things as may reasonably be required to for more fully and certainly vest vesting and confirm confirming in the successor trustee or successor securities administrator, as applicable, administrator all such rights, powers, duties and obligations. No successor trustee or successor securities administrator shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee or successor securities administrator shall be eligible under the provisions of Section 7.06. Upon acceptance of appointment by a successor trustee or successor securities administrator as provided in this Section, the Master Servicer (in the case of a successor trustee) and the Trustee (in the case of a successor securities administrator) shall mail notice of the succession of such trustee or securities administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Master Servicer (in the case of a successor trustee) and the Trustee (in the case of a successor securities administrator) fails to mail such notice within ten days after acceptance of appointment by the successor trustee or a successor securities administrator, as the case may be, such successor shall cause such notice to be mailed at the expense of the Master Servicer or the Depositor, as the case may be.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee Trustee or successor securities administrator Securities Administrator appointed as provided in Section 6.06 8.07 hereof shall execute, acknowledge and deliver to the Depositor, the Seller and the Master Servicer, any NIMS Insurer Servicer and to its predecessor trustee Trustee or predecessor securities administratorSecurities Administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee or predecessor securities administratorSecurities Administrator, as applicable, shall become effective effective, and such successor trustee Trustee or successor securities administrator, as applicableSecurities Administrator, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to Securities Administrator. The Depositor, the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In additionSeller, the Master Servicer and the predecessor trustee Trustee or predecessor securities administratorSecurities Administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more for fully and certainly vest vesting and confirm confirming in the successor trustee Trustee or successor securities administratorSecurities Administrator, as applicable, all such rights, powers, duties and obligations. No successor Trustee or successor Securities Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or successor Securities Administrator shall be eligible under the provisions of Section 8.06 hereof and the appointment of such successor Trustee or successor Securities Administrator shall not result in a downgrading of the Senior Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor Trustee or successor Securities Administrator, as applicable, as provided in this Section 8.08, the successor Trustee or successor Securities Administrator shall mail notice of the appointment of a successor Trustee or Securities Administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register, to the Certificate Insurer and to each Rating Agency.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee Trustee or successor securities administrator Securities Administrator appointed as provided in Section 6.06 8.07 hereof shall execute, acknowledge and deliver to the Depositor, any NIMS Insurer, the Seller and the Master Servicer, any NIMS Insurer Servicer and to its predecessor trustee Trustee or predecessor securities administratorSecurities Administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee or predecessor securities administratorSecurities Administrator, as applicable, shall become effective effective, and such successor trustee Trustee or successor securities administrator, as applicableSecurities Administrator, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to Securities Administrator. The Depositor, the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In additionSeller, the Master Servicer and the predecessor trustee Trustee or predecessor securities administratorSecurities Administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more for fully and certainly vest vesting and confirm confirming in the successor trustee Trustee or successor securities administratorSecurities Administrator, as applicable, all such rights, powers, duties and obligations.. No successor Trustee or successor Securities Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or successor Securities Administrator shall be eligible under the provisions of Section 8.06 hereof and the appointment of such successor Trustee or successor Securities Administrator shall not result in a downgrading of the Senior Certificates by each Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor Trustee or successor Securities Administrator, as applicable, as provided in this Section 8.08, the successor Trustee or successor Securities Administrator shall mail notice of such appointment of a successor Trustee or Securities Administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register, to any NIMS Insurer and to each Rating Agency. 156

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Depositor and to its predecessor trustee or predecessor securities administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each the Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File held by it hereunder, and the predecessor trustee shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and the predecessor trustee or the predecessor securities administrator, as applicable, shall deliver such of the records or copies thereof maintained by the predecessor trustee or predecessor securities administrator, as applicable, in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer Depositor and the predecessor trustee or predecessor securities administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, all such rights, powers, duties and obligations.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any the NIMS Insurer and to its predecessor trustee or predecessor securities administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder)) or successor securities administrator, as applicable, all Mortgage Files and documents and statements related to each Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee or predecessor securities administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, all such rights, powers, duties and obligations.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 9.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer and each party to this Agreement (including its predecessor trustee or predecessor securities administrator, as applicable, predecessor) an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the such predecessor trustee or predecessor securities administrator, as applicable, shall become effective and such successor trustee or successor securities administrator, as applicablesuccessor, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee Trustee or securities administratorSecurities Administrator, as applicable. Each party hereto, herein. A predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect including such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee or predecessor securities administrator, as applicablepredecessor, shall execute and deliver such other instruments and do such other things as may reasonably be required to more for fully and certainly vest vesting and confirm confirming in the successor trustee or successor securities administrator, as applicable, all such rights, powers, duties and obligations. No successor trustee or successor securities administrator shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor shall be eligible under the provisions of Section 9.06. Any Person appointed as successor securities administrator pursuant to this Section 9.08 shall also be required to serve as successor supplemental interest trust trustee under the Interest Rate Swap Agreement. If a successor trustee is to become the Successor Master Servicer hereunder, it shall be an Approved Servicer. If a successor trustee is not to become the Successor Master Servicer hereunder, the entity then acting as Successor Master Servicer hereunder shall continue to act in such capacity until such time as an Approved Servicer has agreed to assume the role of Successor Master Servicer hereunder. Upon acceptance by a successor as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Trustee or Securities Administrator, as applicable, hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency. If the Servicer fails to mail such notice within thirty (30) days after acceptance of appointment by the successor, such successor shall cause such notice to be mailed at the expense of the Servicer.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee Trustee or successor securities administrator Securities Administrator appointed as provided in Section 6.06 8.07 hereof shall execute, acknowledge and deliver to the Depositor, any NIMS Insurer, the Seller and the Master Servicer, any NIMS Insurer Servicer and to its predecessor trustee Trustee or predecessor securities administratorSecurities Administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee or predecessor securities administratorSecurities Administrator, as applicable, shall become effective effective, and such successor trustee Trustee or successor securities administrator, as applicableSecurities Administrator, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to Securities Administrator. The Depositor, the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In additionSeller, the Master Servicer and the predecessor trustee Trustee or predecessor securities administratorSecurities Administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more for fully and certainly vest vesting and confirm confirming in the successor trustee Trustee or successor securities administratorSecurities Administrator, as applicable, all such rights, powers, duties and obligations. No successor Trustee or successor Securities Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or successor Securities Administrator shall be eligible under the provisions of Section 8.06 hereof and the appointment of such successor Trustee or successor Securities Administrator shall not result in a downgrading of the Senior Certificates by each Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor Trustee or successor Securities Administrator, as applicable, as provided in this Section 8.08, the successor Trustee or successor Securities Administrator shall mail notice of such appointment of a successor Trustee or Securities Administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register, to any NIMS Insurer and to each Rating Agency.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee Trustee or successor securities administrator Securities Administrator appointed as provided in Section 6.06 8.07 hereof shall execute, acknowledge and deliver to the Depositor, the Seller and the Master Servicer, any NIMS Insurer Servicer and to its predecessor trustee Trustee or predecessor securities administratorSecurities Administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee or predecessor securities administratorSecurities Administrator, as applicable, shall become effective effective, and such successor trustee Trustee or successor securities administrator, as applicableSecurities Administrator, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to Securities Administrator. The Depositor, the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In additionSeller, the Master Servicer and the predecessor trustee Trustee or predecessor securities administratorSecurities Administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more for fully and certainly vest vesting and confirm confirming in the successor trustee Trustee or successor securities administratorSecurities Administrator, as applicable, all such rights, powers, duties and obligations. No successor Trustee or successor Securities Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or successor Securities Administrator shall be eligible under the provisions of Section 8.06 hereof and the appointment of such successor Trustee or successor Securities Administrator shall not result in a downgrading of the Senior Certificates by each Rating Agency, as evidenced by a letter from such Rating Agency. Upon acceptance of appointment by a successor Trustee or successor Securities Administrator, as applicable, as provided in this Section 8.08, the successor Trustee or successor Securities Administrator shall mail notice of such appointment hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register, to the Certificate Insurer and to each Rating Agency.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Depositor and to its predecessor trustee or predecessor securities administrator, as applicable, (i) an instrument accepting such appointment hereunderhereunder and (ii) the certification required pursuant to the first sentence of Section 6.21(e), and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each the Custodial Agreement, to the extent permitted thereunder)) or successor securities administrator, as applicable, all Trustee Mortgage Files and documents and statements related to each Trustee Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer Depositor and the predecessor trustee or predecessor securities administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, all such rights, powers, duties and obligations.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 8.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Depositor and to its predecessor trustee or predecessor securities administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each the Custodial Agreement, to the extent permitted thereunder)) or successor securities administrator, as applicable, all Mortgage Files trustee mortgage files and documents and statements related to each Mortgage File trustee mortgage file held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed and necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer Depositor and the predecessor trustee or predecessor securities administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, all such rights, powers, duties and obligations.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Depositor and to its predecessor trustee or predecessor securities administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each the Custodial Agreement, to the extent permitted thereunder), all Trustee Mortgage Files and documents and statements related to each Trustee Mortgage File held by it hereunder, and the predecessor trustee shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and the predecessor trustee or the predecessor securities administrator, as applicable, shall deliver such of the records or copies thereof maintained by the predecessor trustee or predecessor securities administrator, as applicable, in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer Depositor and the predecessor trustee or predecessor securities administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, all such rights, powers, duties and obligations.and

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee Trustee or successor securities administrator Securities Administrator appointed as provided in Section 6.06 8.07 hereof shall execute, acknowledge and deliver to the Depositor, the Seller and the Master Servicer, any NIMS Insurer Servicer and to its predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall become effective effective, and such successor trustee Trustee or successor securities administrator, as applicableSecurities Administrator, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to Securities Administrator. The Depositor, the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In additionSeller, the Master Servicer and the predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall execute and deliver such other instruments and do such other things as may reasonably be required to more for fully and certainly vest vesting and confirm confirming in the successor trustee Trustee or successor securities administratorSecurities Administrator, as applicable, all such rights, powers, duties and obligations. No successor Trustee or Securities Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or Securities Administrator shall be eligible under the provisions of Section 8.06 hereof and the appointment of such successor Trustee or Securities Administrator shall not result in a downgrading of the Senior Certificates by the Rating Agency, as evidenced by a letter from the Rating Agency. Upon acceptance of appointment by a successor Trustee or Securities Administrator as provided in this Section 8.08, the successor Trustee or Securities Administrator shall mail notice of the appointment of a successor Trustee or Securities Administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to the Rating Agency.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee Trustee or successor securities administrator Securities Administrator appointed as provided in Section 6.06 8.07 hereof shall execute, acknowledge and deliver to the Depositor, any NIMS Insurer, the Seller and the Master Servicer, any NIMS Insurer Servicer and to its predecessor trustee Trustee or predecessor securities administratorSecurities Administrator, as applicableapplicable and, as long as the Certificate Insurance Policy is in effect, the Certificate Insurer, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee or predecessor securities administratorSecurities Administrator, as applicable, shall become effective effective, and such successor trustee Trustee or successor securities administrator, as applicableSecurities Administrator, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to Securities Administrator. The Depositor, the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In additionSeller, the Master Servicer and the predecessor trustee Trustee or predecessor securities administratorSecurities Administrator, as applicableapplicable and, as long as the Certificate Insurance Policy is in effect, the Certificate Insurer, shall execute and deliver such other instruments and do such other things as may reasonably be required to more for fully and certainly vest vesting and confirm confirming in the successor trustee Trustee or successor securities administratorSecurities Administrator, as applicable, all such rights, powers, duties and obligations. No successor Trustee or successor Securities Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or successor Securities Administrator shall be eligible under the provisions of Section 8.06 hereof and the appointment of such successor Trustee or successor Securities Administrator shall not result in a downgrading of the Senior Certificates by each Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor Trustee or successor Securities Administrator, as applicable, as provided in this Section 8.08, the successor Trustee or successor Securities Administrator shall mail notice of such appointment of a successor Trustee or Securities Administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register, to the Certificate Insurer, to any NIMS Insurer and to each Rating Agency.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Insurer, the Swap Counterparty and to its predecessor trustee or predecessor securities administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each the Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File held by it hereunder, and shall duly assign, transfer, transfer and deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee or predecessor securities administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, all such rights, powers, duties and obligations.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Servicer and to its predecessor trustee or predecessor securities administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee or predecessor securities administrator, as applicable shall deliver to the Trustee or any successor trustee (or assign to the Trustee successor trustee its interest under each Custodial Agreement, to the extent permitted thereunder)) or predecessor securities administrator, as applicable, all Mortgage Files and documents and statements related to each Mortgage File Files held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records record or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee or predecessor securities administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, applicable all such rights, powers, duties and obligations.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer (or Back-up Master Servicer, in the case of the appointment of a successor securities administrator to replace Xxxxx Fargo Bank, N.A., as Securities Administrator), any NIMS Insurer and to its predecessor trustee or predecessor securities administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each the Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer (or the Back-up Master Servicer in the case of the removal or resignation of Xxxxx Fargo Bank, N.A., as Securities Administrator) and the predecessor trustee or predecessor securities administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, all such rights, powers, duties and obligations.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee Trustee or successor securities administrator Securities Administrator appointed as provided in Section 6.06 8.07 hereof shall execute, acknowledge and deliver to the Depositor, any NIMS Insurer, the Seller and the Master Servicer, any NIMS Insurer Servicer and to its predecessor trustee Trustee or predecessor securities administratorSecurities Administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee or predecessor securities administratorSecurities Administrator, as applicable, shall become effective effective, and such successor trustee Trustee or successor securities administrator, as applicableSecurities Administrator, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to Securities Administrator. The Depositor, the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In additionSeller, the Master Servicer and the predecessor trustee Trustee or predecessor securities administratorSecurities Administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more for fully and certainly vest vesting and confirm confirming in the successor trustee Trustee or successor securities administratorSecurities Administrator, as applicable, all such rights, powers, duties and obligations.. No successor Trustee or successor Securities Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or successor Securities Administrator shall be eligible under the provisions of Section 8.06 hereof and the appointment of such successor Trustee or successor Securities Administrator shall not result in a downgrading of the Senior Certificates by each Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor Trustee or successor Securities Administrator, as applicable, as provided in this Section 8.08, the successor Trustee or successor Securities Administrator shall mail notice of the appointment of a successor Trustee or Securities Administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register, to the Certificate Insurer and to each Rating Agency. 141

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Servicer and to its predecessor trustee or predecessor securities administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each the Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee or predecessor securities administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, all such rights, powers, duties and obligations.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Servicer and to its predecessor trustee or predecessor securities administrator, as applicable, administrator an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, administrator shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee or predecessor securities administrator shall after payment 108 of its outstanding fees and expenses, promptly deliver to the Trustee or any successor trustee (or assign to successor securities administrator all assets and records of the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File Trust Fund held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee or predecessor securities administrator, as applicable, administrator shall execute and deliver all such other instruments and do such other things as may reasonably be required to for more fully and certainly vest vesting and confirm confirming in the successor trustee or successor securities administrator, as applicable, administrator all such rights, powers, duties and obligations. No successor trustee or successor securities administrator shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee or successor securities administrator shall be eligible under the provisions of Section 8.06. Upon acceptance of appointment by a successor trustee or successor securities administrator as provided in this Section, the Master Servicer (in the case of a successor trustee) and the Trustee (in the case of a successor securities administrator) shall mail notice of the succession of such trustee or securities administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Master Servicer (in the case of a successor trustee) and the Trustee (in the case of a successor securities administrator) fails to mail such notice within ten days after acceptance of appointment by the successor trustee successor securities administrator, the successor trustee successor securities administrator shall cause such notice to be mailed at the expense of the Master Servicer or Trustee, as the case may be.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Servicer and to its predecessor trustee or predecessor securities administrator, as applicable, administrator an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, administrator shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee or predecessor securities administrator shall after payment of its outstanding fees and expenses, promptly deliver to the Trustee or any successor trustee (or assign to successor securities administrator all assets and records of the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File Trust Fund held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee or predecessor securities administrator, as applicable, administrator shall execute and deliver all such other instruments and do such other things as may reasonably be required to for more fully and certainly vest vesting and confirm confirming in the successor trustee or successor securities administrator, as applicable, administrator all such rights, powers, duties and obligations. In addition, if the Yield Maintenance Agreement is still outstanding, the Person appointed as successor securities administrator shall execute, acknowledge and deliver to the Master Servicer and to the predecessor trustee and predecessor securities administrator an instrument accepting the appointment as successor Yield Maintenance Administrator under the Yield Maintenance Administration Agreement. No successor trustee or successor securities administrator shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee or successor securities administrator shall be eligible under the provisions of Section 8.06. Upon acceptance of appointment by a successor trustee or successor securities administrator as provided in this Section, the Master Servicer (in the case of a successor trustee) and the Trustee (in the case of a successor securities administrator) shall mail notice of the succession of such trustee or securities administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Master Servicer (in the case of a successor trustee) and the Trustee (in the case of a successor securities administrator) fails to mail such notice within ten days after acceptance of appointment by the successor trustee or a successor securities administrator, as the case may be, such successor shall cause such notice to be mailed at the expense of the Master Servicer or the Company, as the case may be.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee Trustee or successor securities administrator Securities Administrator appointed as provided in Section 6.06 8.07 hereof shall execute, acknowledge and deliver to the Depositor, the Seller and the Master Servicer, any NIMS Insurer Servicer and to its predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall become effective effective, and such successor trustee Trustee or successor securities administrator, as applicableSecurities Administrator, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to Securities Administrator. The Depositor, the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In additionSeller, the Master Servicer and the predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall execute and deliver such other instruments and do such other things as may reasonably be required to more for fully and certainly vest vesting and confirm confirming in the successor trustee Trustee or successor securities administratorSecurities Administrator, as applicable, all such rights, powers, duties and obligations.. No successor Trustee or Securities Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or Securities Administrator shall be eligible under the provisions of Section 8.06 hereof and the appointment of such successor Trustee or Securities Administrator shall not result in a downgrading of the Senior Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor Trustee or Securities Administrator as provided in this Section 8.08, the successor Trustee or Securities Administrator shall mail notice of the appointment of a successor Trustee or Securities Administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency. 134

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee Trustee or successor securities administrator Securities Administrator appointed as provided in Section 6.06 8.07 hereof shall execute, acknowledge and deliver to the Depositor, any NIMS Insurer, the Seller and the Master Servicer, any NIMS Insurer Servicer and to its predecessor trustee Trustee or predecessor securities administratorSecurities Administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee or predecessor securities administratorSecurities Administrator, as applicable, shall become effective effective, and such successor trustee Trustee or successor securities administrator, as applicableSecurities Administrator, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to Securities Administrator. The Depositor, the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In additionSeller, the Master Servicer and the predecessor trustee Trustee or predecessor securities administratorSecurities Administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more for fully and certainly vest vesting and confirm confirming in the successor trustee Trustee or successor securities administratorSecurities Administrator, as applicable, all such rights, powers, duties and obligations.. No successor Trustee or successor Securities Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or successor Securities Administrator shall be eligible under the provisions of Section 8.06 hereof and the appointment of such successor Trustee or successor Securities Administrator shall not result in a downgrading of the Senior Certificates by each Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor Trustee or successor Securities Administrator, as applicable, as provided in this Section 8.08, the successor Trustee or successor Securities Administrator shall mail notice of such appointment of a successor Trustee or Securities Administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register, to any NIMS Insurer and to each Rating Agency. 147

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Servicer and to its predecessor trustee or predecessor securities administrator, as applicable, administrator an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, administrator shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee or predecessor securities administrator shall after payment of its outstanding fees and expenses, promptly deliver to the Trustee or any successor trustee (or assign to successor securities administrator all assets and records of the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File Trust Fund held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee or predecessor securities administrator, as applicable, administrator shall execute and deliver all such other instruments and do such other things as may reasonably be required to for more fully and certainly vest vesting and confirm confirming in the successor trustee or successor securities administrator, as applicable, administrator all such rights, powers, duties and obligations. In addition, if the Corridor Contract is still outstanding, the Person appointed as successor securities administrator shall execute, acknowledge and deliver to the Master Servicer and to the predecessor trustee and predecessor securities administrator an instrument accepting the appointment as successor Corridor Contract Administrator under the Corridor Contract Administration Agreement. No successor trustee or successor securities administrator shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee or successor securities administrator shall be eligible under the provisions of Section 8.06. Upon acceptance of appointment by a successor trustee or successor securities administrator as provided in this Section, the Master Servicer (in the case of a successor trustee) and the Trustee (in the case of a successor securities administrator) shall mail notice of the succession of such trustee or securities administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Master Servicer (in the case of a successor trustee) and the Trustee (in the case of a successor securities administrator) fails to mail such notice within ten days after acceptance of appointment by the successor trustee or a successor securities administrator, as the case may be, such successor shall cause such notice to be mailed at the expense of the Master Servicer or the Company, as the case may be.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Depositor and to its the predecessor trustee or predecessor securities administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each the Custodial Agreement, to the extent permitted thereunder), ) all Trustee Mortgage Files and documents and statements related to each Trustee Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and the predecessor trustee or predecessor securities administrator, as applicable, shall deliver such of the records or copies thereof maintained by the predecessor trustee or predecessor securities administrator, as applicable, in the administration hereof as may be requested by the successor trustee or successor securities administrator, as applicable, and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer Depositor and the predecessor trustee or predecessor securities administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, all such rights, powers, duties and obligations. The predecessor securities administrator shall also deliver to the Depositor the Back-up Certificate with respect to the portion of the calendar year in which the predecessor securities administrator acted as Securities Administrator hereunder.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee Trustee or successor securities administrator Securities Administrator appointed as provided in Section 6.06 8.07 shall execute, acknowledge and deliver to the Depositor, the Master ServicerRating Agencies, any NIMS Insurer the Servicer and to its predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall become effective effective, and such successor trustee Trustee or successor securities administrator, as applicableSecurities Administrator, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this AgreementSecurities Administrator. In additionThe Depositor, the Master Servicer and the predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall execute and deliver such other instruments and do such other things as may reasonably be required to more for fully and certainly vest vesting and confirm confirming in the successor trustee Trustee or successor securities administrator, as applicable, Securities Administrator all such rights, powers, duties and obligations. No successor Trustee or Securities Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or Securities Administrator shall be eligible under the provisions of Section 8.06 and the appointment of such successor Trustee or Securities Administrator shall not result in a downgrading of the Regular Certificates by any Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor Trustee or Securities Administrator as provided in this Section 8.08, the successor Trustee or Securities Administrator shall mail notice of the appointment of a successor Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee Trustee or successor securities administrator Securities Administrator appointed as provided in Section 6.06 8.07 hereof shall execute, acknowledge and deliver to the Depositor, the Seller and the Master Servicer, any NIMS Insurer Servicer and to its predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall become effective effective, and such successor trustee Trustee or successor securities administrator, as applicableSecurities Administrator, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunderhereunder (including, without limitation, with respect to such a successor Securities Administrator, its rights, powers, duties and obligations as Auction Administrator under the Auction Administration Agreement), with like effect as if originally named as trustee or securities administrator, as applicable, herein. A predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to 122 Securities Administrator. The Depositor, the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In additionSeller, the Master Servicer and the predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall execute and deliver such other instruments and do such other things as may reasonably be required to more for fully and certainly vest vesting and confirm confirming in the successor trustee Trustee or successor securities administratorSecurities Administrator, as applicable, all such rights, powers, duties and obligations. No successor Trustee or Securities Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or Securities Administrator shall be eligible under the provisions of Section 8.06 hereof and the appointment of such successor Trustee or Securities Administrator shall not result in a downgrading of the Senior Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor Trustee or Securities Administrator as provided in this Section 8.08, the successor Trustee or Securities Administrator shall mail notice of the appointment of a successor Trustee or Securities Administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency.

Successor Trustee and Successor Securities Administrator. | (a) Any successor trustee or successor securities administrator Securities Administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Servicer and to its predecessor trustee or predecessor securities administratorSecurities Administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administratorSecurities Administrator, as applicable, shall become effective and such successor trustee or successor securities administratorSecurities Administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee or predecessor Securities Administrator, as applicable, shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder)) or Securities Administrator, as applicable, all Mortgage Files and documents and statements related to each Mortgage File Files held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records record or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee or predecessor securities administratorSecurities Administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administratorSecurities Administrator, as applicable, applicable all such rights, powers, duties and obligations.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Depositor and to its predecessor trustee or predecessor securities administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and 107 obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each Custodial Agreementsuccessor securities administrator, to the extent permitted thereunder)as applicable, all Trustee Mortgage Files and documents and statements related to each Trustee Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer Depositor and the predecessor trustee or predecessor securities administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, all such rights, powers, duties and obligations.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Depositor and to its predecessor trustee or predecessor securities administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each the Custodial Agreement, to the extent permitted thereunder)) or successor securities administrator, as applicable, all Trustee Mortgage Files and documents and statements related to each Trustee Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer Depositor and the predecessor trustee or predecessor securities administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, all such rights, powers, duties and obligations.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Depositor and to its predecessor 150029 Sequoia 2005-3 Pooling and Servicing Agmt. trustee or predecessor securities administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each Custodial Custody Agreement, to the extent permitted thereunder)) or successor securities administrator, as applicable, all Trustee Mortgage Files and documents and statements related to each Trustee Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer Depositor and the predecessor trustee or predecessor securities administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, all such rights, powers, duties and obligations.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee Trustee or successor securities administrator Securities Administrator appointed as provided in Section 6.06 8.07 hereof shall execute, acknowledge and deliver to the Depositor, Depositor and the Master Servicer, any NIMS Insurer Servicer and to its predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall become effective effective, and such successor trustee Trustee or successor securities administrator, as applicableSecurities Administrator, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this AgreementSecurities Administrator. In additionThe Depositor, the Master Servicer and the predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall execute and deliver such other instruments and do such other things as may reasonably be required to more for fully and certainly vest vesting and confirm confirming in the successor trustee Trustee or successor securities administratorSecurities Administrator, as applicable, all such rights, powers, duties and obligations. No successor Trustee or Securities Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or Securities Administrator shall be eligible under the provisions of Section 8.06 hereof and the appointment of such successor Trustee or Securities Administrator shall not result in a downgrading of the Senior Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor Trustee or Securities Administrator as provided in this Section 8.08, the successor Trustee or Securities Administrator shall mail notice of the appointment of a successor Trustee or Securities Administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register, the Certificate Insurer and to each Rating Agency.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Servicer and to its predecessor trustee or predecessor securities administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each the Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File held by it hereunder, and shall duly assign, transfer, transfer and deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee or predecessor securities administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, all such rights, powers, duties and obligations.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee Trustee or successor securities administrator Securities Administrator appointed as provided in Section 6.06 8.07 hereof shall execute, acknowledge and deliver to the Depositor, any NIMS Insurer, the Seller and the Master Servicer, any NIMS Insurer Servicer and to its predecessor trustee Trustee or predecessor securities administratorSecurities Administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee or predecessor securities administratorSecurities Administrator, as applicable, shall become effective effective, and such successor trustee Trustee or successor securities administrator, as applicableSecurities Administrator, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to Securities Administrator. The Depositor, the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In additionSeller, the Master Servicer and the predecessor trustee Trustee or predecessor securities administratorSecurities Administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more for fully and certainly vest vesting and confirm confirming in the successor trustee Trustee or successor securities administratorSecurities Administrator, as applicable, all such rights, powers, duties and obligations.. No successor Trustee or successor Securities Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or successor Securities Administrator shall be eligible under the provisions of Section 8.06 hereof and the appointment of such successor Trustee or successor Securities Administrator shall not result in a downgrading of the Senior Certificates by each Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor Trustee or successor Securities Administrator, as applicable, as provided in this Section 8.08, the successor Trustee or successor Securities Administrator shall mail notice of such appointment of a successor Trustee or Securities Administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register, to any NIMS Insurer and to each Rating Agency. 161

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Servicer and to its predecessor trustee or predecessor securities administrator, as applicable, administrator an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, administrator shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee or predecessor securities administrator shall after payment of its outstanding fees and expenses, promptly deliver to the Trustee or any successor trustee (or assign to successor securities administrator all assets and records of the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File Trust Fund held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee or predecessor securities administrator, as applicable, administrator shall execute and deliver all such other instruments and do such other things as may reasonably be required to for more fully and certainly vest vesting and confirm confirming in the successor trustee or successor securities administrator, as applicable, administrator all such rights, powers, duties and obligations. No successor trustee or successor securities administrator shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee or successor securities administrator shall be eligible under the provisions of Section 8.06 and is reasonably acceptable to the NIM Insurer and the Credit Enhancer. Upon acceptance of appointment by a successor trustee or successor securities administrator as provided in this Section, the Master Servicer (in the case of a successor trustee) and the Trustee (in the case of a successor securities administrator) shall mail notice of the succession of such trustee or securities administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Master Servicer (in the case of a successor trustee) and the Trustee (in the case of a successor securities administrator) fails to mail such notice within ten days after acceptance of appointment by the successor trustee or a successor securities administrator, as the case may be, such successor shall cause such notice to be mailed at the expense of the Master Servicer or the Depositor, as the case may be. Any Person appointed as successor securities administrator pursuant to Section 8.08 shall also be required to serve as successor supplemental interest trust trustee under the each Derivative Contract.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee Trustee or successor securities administrator Securities Administrator appointed as provided in Section 6.06 8.07 hereof shall execute, acknowledge and deliver to the Depositor, the Seller and the Master Servicer, any NIMS Insurer Servicer and to its predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall become effective effective, and such successor trustee Trustee or successor securities administrator, as applicableSecurities Administrator, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunderhereunder (including, without limitation, with respect to such a successor Trustee, its rights, powers, duties and obligations as Auction Administrator under the Auction Administration Agreement), with like effect as if originally named as trustee or securities administrator, as applicable, herein. A predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to Securities Administrator. The Depositor, the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In additionSeller, the Master Servicer and the predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall execute and deliver such other instruments and do such other things as may reasonably be required to more for fully and certainly vest vesting and confirm confirming in the successor trustee Trustee or successor securities administratorSecurities Administrator, as applicable, all such rights, powers, duties and obligations. No successor Trustee or Securities Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or Securities Administrator shall be eligible under the provisions of Section 8.06 hereof and the appointment of such successor Trustee or Securities Administrator shall not result in a downgrading of the Senior Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency. 132 Upon acceptance of appointment by a successor Trustee or Securities Administrator as provided in this Section 8.08, the successor Trustee or Securities Administrator shall mail notice of the appointment of a successor Trustee or Securities Administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master ServicerServicer (or the Back-up Master Servicer in the case of the appointment of a successor securities administrator to replace Xxxxx Fargo Bank, N.A., as Securities Administrator), any NIMS Insurer and to its predecessor trustee or predecessor securities administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer (or the Back-up Master Servicer in the case of the removal or resignation of Xxxxx Fargo Bank, N.A., as Securities Administrator) and the predecessor trustee or predecessor securities administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, all such rights, powers, duties and obligations.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee Trustee or successor securities administrator Securities Administrator appointed as provided in Section 6.06 8.07 hereof shall execute, acknowledge and deliver to the Depositor, any NIMS Insurer, the Seller and the Master Servicer, any NIMS Insurer Servicer and to its predecessor trustee Trustee or predecessor securities administratorSecurities Administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee or predecessor securities administratorSecurities Administrator, as applicable, shall become effective effective, and such successor trustee Trustee or successor securities administrator, as applicableSecurities Administrator, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to Securities Administrator. The Depositor, the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In additionSeller, the Master Servicer and the predecessor trustee Trustee or predecessor securities administratorSecurities Administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more for fully and certainly vest vesting and confirm confirming in the successor trustee Trustee or successor securities administratorSecurities Administrator, as applicable, all such rights, powers, duties and obligations.. No successor Trustee or successor Securities Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or successor Securities Administrator shall be eligible under the provisions of Section 8.06 hereof and the appointment of such successor Trustee or successor Securities Administrator shall not result in a downgrading of the Senior Certificates by each Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor Trustee or successor Securities Administrator, as applicable, as provided in this Section 8.08, the successor Trustee or successor Securities Administrator shall mail notice of the appointment of a successor Trustee or Securities Administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency. 134

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Insurer, the Swap Counterparty and to its predecessor trustee or predecessor securities administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File held by it hereunder, and shall duly assign, transfer, transfer and deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee or predecessor securities administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, all such rights, powers, duties and obligations.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee Trustee or successor securities administrator Securities Administrator appointed as provided in Section 6.06 8.07 shall execute, acknowledge and deliver to the Depositor, the Master ServicerRating Agencies, any NIMS Insurer the Servicer and to its predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall become effective effective, and such successor trustee Trustee or successor securities administrator, as applicableSecurities Administrator, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this AgreementSecurities Administrator. In additionThe Depositor, the Master Servicer and the predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall execute and deliver such other instruments and do such other things as may reasonably be required to more for fully and certainly vest vesting and confirm confirming in the successor trustee Trustee or successor securities administrator, as applicable, Securities Administrator all such rights, powers, duties and obligations. No successor Trustee or Securities Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or Securities Administrator shall be eligible under the provisions of Section 8.06 and the appointment of such successor Trustee or Securities Administrator shall not result in a downgrading of the Regular Certificates by any Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor Trustee or Securities Administrator as provided in this Section 8.08, the successor Trustee or Securities Administrator shall mail notice of the appointment of a successor Trustee or Securities Administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency.

Successor Trustee and Successor Securities Administrator. (a) 120 Any successor trustee Trustee or successor securities administrator Securities Administrator appointed as provided in Section 6.06 8.07 hereof shall execute, acknowledge and deliver to the Depositor, the Seller and the Master Servicer, any NIMS Insurer Servicer and to its predecessor trustee Trustee or predecessor securities administratorSecurities Administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee or predecessor securities administratorSecurities Administrator, as applicable, shall become effective effective, and such successor trustee Trustee or successor securities administrator, as applicableSecurities Administrator, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to Securities Administrator. The Depositor, the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In additionSeller, the Master Servicer and the predecessor trustee Trustee or predecessor securities administratorSecurities Administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more for fully and certainly vest vesting and confirm confirming in the successor trustee Trustee or successor securities administratorSecurities Administrator, as applicable, all such rights, powers, duties and obligations. No successor Trustee or successor Securities Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or successor Securities Administrator shall be eligible under the provisions of Section 8.06 hereof and the appointment of such successor Trustee or successor Securities Administrator shall not result in a downgrading of the Senior Certificates by each Rating Agency, as evidenced by a letter from such Rating Agency. Upon acceptance of appointment by a successor Trustee or successor Securities Administrator, as applicable, as provided in this Section 8.08, the successor Trustee or successor Securities Administrator shall mail notice of such appointment hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator Securities Administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Servicers and to its predecessor trustee or predecessor securities administratorSecurities Administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administratorSecurities Administrator, as applicable, shall become effective and such successor trustee or successor securities administratorSecurities Administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee or predecessor Securities Administrator, as applicable, shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder)) or Securities Administrator, as applicable, all Mortgage Files and documents and statements related to each Mortgage File Files held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records record or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee or securities administrator, as applicable, and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer Servicers and the predecessor trustee or predecessor securities administratorSecurities Administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administratorSecurities Administrator, as applicable, applicable all such rights, powers, duties and obligations.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Depositor and to its predecessor trustee or predecessor securities administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, shall become effective and such successor 77 trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each Custodial Agreementsuccessor securities administrator, to the extent permitted thereunder)as applicable, all Trustee Mortgage Files and documents and statements related to each Trustee Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer Depositor and the predecessor trustee or predecessor securities administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, all such rights, powers, duties and obligations.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Depositor and to its predecessor trustee or predecessor securities administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, shall become effective and such successor 100 trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each the Custodial AgreementAgreements, to the extent permitted thereunder)) or successor securities administrator, as applicable, all Trustee Mortgage Files and documents and statements related to each Trustee Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer Depositor and the predecessor trustee or predecessor securities administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, all such rights, powers, duties and obligations.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Depositor and to its predecessor trustee or predecessor securities administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or 107 securities administrator, as applicable, herein. A The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each Custodial Agreementsuccessor securities administrator, to the extent permitted thereunder)as applicable, all Trustee Mortgage Files and documents and statements related to each Trustee Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer Depositor and the predecessor trustee or predecessor securities administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, all such rights, powers, duties and obligations.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee Trustee or successor securities administrator Securities Administrator appointed as provided in Section 6.06 8.07 hereof shall execute, acknowledge and deliver to the Depositor, any NIMS Insurer, the Seller and the Master Servicer, any NIMS Insurer Servicer and to its predecessor trustee Trustee or predecessor securities administratorSecurities Administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee or predecessor securities administratorSecurities Administrator, as applicable, shall become effective effective, and such successor trustee Trustee or successor securities administrator, as applicableSecurities Administrator, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to Securities Administrator. The Depositor, the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In additionSeller, the Master Servicer and the predecessor trustee Trustee or predecessor securities administratorSecurities Administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more for fully and certainly vest vesting and confirm confirming in the successor trustee Trustee or successor securities administratorSecurities Administrator, as applicable, all such rights, powers, duties and obligations. 146 No successor Trustee or successor Securities Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or successor Securities Administrator shall be eligible under the provisions of Section 8.06 hereof and the appointment of such successor Trustee or successor Securities Administrator shall not result in a downgrading of the Senior Certificates by each Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor Trustee or successor Securities Administrator, as applicable, as provided in this Section 8.08, the successor Trustee or successor Securities Administrator shall mail notice of the appointment of a successor Trustee or Securities Administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register, to the Certificate Insurer and to each Rating Agency.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee Trustee or successor securities administrator Securities Administrator appointed as provided in Section 6.06 8.07 hereof shall execute, acknowledge and deliver to the Depositor, the Seller and the Master Servicer, any NIMS Insurer Servicer and to its predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall become effective effective, and such successor trustee Trustee or successor securities administrator, as applicableSecurities Administrator, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to Securities Administrator. The Depositor, the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In additionSeller, the Master Servicer and the predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall execute and deliver such other instruments and do such other things as may reasonably be required to more for fully and certainly vest vesting and confirm confirming in the successor trustee Trustee or successor securities administratorSecurities Administrator, as applicable, all such rights, powers, duties and obligations. No successor Trustee or Securities Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or Securities Administrator shall be eligible under the provisions of Section 8.06 hereof and the appointment of such successor Trustee or Securities Administrator shall not result in a downgrading of the Senior Certificates by the Rating Agencies, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor Trustee or Securities Administrator as provided in this Section 8.08, the successor Trustee or Securities Administrator shall mail notice of the appointment of a successor Trustee or Securities Administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to the Rating Agencies.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator Securities Administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Servicer and to its predecessor trustee or predecessor securities administratorSecurities Administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administratorSecurities Administrator, as applicable, shall become effective and such successor trustee or successor securities administratorSecurities Administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee or predecessor Securities Administrator, as applicable, shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each Custodial AgreementSecurities Administrator, to the extent permitted thereunder)as applicable, all Mortgage Files and documents and statements related to each Mortgage File Files held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records record or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee or predecessor securities administratorSecurities Administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administratorSecurities Administrator, as applicable, applicable all such rights, powers, duties and obligations.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Depositor and to its predecessor trustee or predecessor securities administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each Custodial Custody Agreement, to the extent permitted thereunder)) or successor securities administrator, as applicable, all Trustee Mortgage Files and documents and statements related to each Trustee Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer Depositor and the predecessor trustee or predecessor securities administrator, as applicable, shall execute 117941 Sequoia 2004-9 Pooling and Servicing Agmt. and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, all such rights, powers, duties and obligations.

Successor Trustee and Successor Securities Administrator. (a) 106 Any successor trustee or successor securities administrator appointed as provided in Section 6.06 8.07 shall execute, acknowledge and deliver to the Depositor, NIMS Insurer and the Master Servicer, any NIMS Insurer Servicer and to its predecessor trustee or predecessor securities administrator, as applicable, administrator an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, administrator shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee or predecessor securities administrator shall after payment of its outstanding fees and expenses, promptly deliver to the Trustee or any successor trustee (or assign to successor securities administrator all assets and records of the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File Trust Fund held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee or predecessor securities administrator, as applicable, administrator shall execute and deliver all such other instruments and do such other things as may reasonably be required to for more fully and certainly vest vesting and confirm confirming in the successor trustee or successor securities administrator, as applicable, administrator all such rights, powers, duties and obligations. No successor trustee or successor securities administrator shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee or successor securities administrator shall be eligible under the provisions of Section 8.06. Upon acceptance of appointment by a successor trustee or successor securities administrator as provided in this Section, the Master Servicer (in the case of a successor trustee) and the Trustee (in the case of a successor securities administrator) shall mail notice of the succession of such trustee or securities administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Master Servicer (in the case of a successor trustee) and the Trustee (in the case of a successor securities administrator) fails to mail such notice within ten days after acceptance of appointment by the successor trustee successor securities administrator, the successor trustee successor securities administrator shall cause such notice to be mailed at the expense of the Master Servicer or Trustee, as the case may be.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Depositor and to its predecessor trustee or predecessor securities administrator, as applicable, an instrument accepting such 125547 Sequoia 2004-11 Pooling and Servicing Agmt. appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each Custodial Custody Agreement, to the extent permitted thereunder)) or successor securities administrator, as applicable, all Trustee Mortgage Files and documents and statements related to each Trustee Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer Depositor and the predecessor trustee or predecessor securities administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, all such rights, powers, duties and obligations.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Depositor and to its predecessor trustee or predecessor securities administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each Custodial Agreementsuccessor securities administrator, to the extent permitted thereunder)as applicable, all Trustee Mortgage Files and documents and statements related to each Trustee Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer 109 and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer Depositor and the predecessor trustee or predecessor securities administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, all such rights, powers, duties and obligations.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Depositor and to its predecessor trustee or predecessor securities administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, shall become effective 133 and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each Custodial Agreementsuccessor securities administrator, to the extent permitted thereunder)as applicable, all Trustee Mortgage Files and documents and statements related to each Trustee Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer Depositor and the predecessor trustee or predecessor securities administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, all such rights, powers, duties and obligations.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Depositor and to its predecessor trustee or predecessor securities administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or 122 securities administrator, as applicable, herein. A The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each Custodial Agreementsuccessor securities administrator, to the extent permitted thereunder)as applicable, all Trustee Mortgage Files and documents and statements related to each Trustee Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer Depositor and the predecessor trustee or predecessor securities administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, all such rights, powers, duties and obligations.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Depositor and to its predecessor trustee or predecessor securities administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each Custodial the Custody Agreement, to the extent permitted thereunder)) or successor securities administrator, as applicable, all Trustee Mortgage Files and documents and statements related to each Trustee Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer Depositor and the predecessor trustee or predecessor securities administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, all such rights, powers, duties and obligations.. 63963 SEQUOIA 12 Pooling and Servicing Agreement

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Servicer and to its predecessor trustee or predecessor securities administrator, as applicable, administrator an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, administrator shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee or predecessor securities administrator shall after payment of its outstanding fees and expenses, promptly deliver to the Trustee or any successor trustee (or assign to successor securities administrator all assets and records of the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File Trust Fund held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee or predecessor securities administrator, as applicable, administrator shall execute and deliver all such other instruments and do such other things as may reasonably be required to for more fully and certainly vest vesting and confirm confirming in the successor trustee or successor securities administrator, as applicable, administrator all such rights, powers, duties and obligations. No successor trustee or successor securities administrator shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee or successor securities administrator shall be eligible under the provisions of Section 8.06. Upon acceptance of appointment by a successor trustee or successor securities administrator as provided in this Section, the Master Servicer (in the case of a successor trustee) and the Trustee (in the case of a successor securities administrator) shall mail notice of the succession of such trustee or securities administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Master Servicer (in the case of a successor trustee) and the Trustee (in the case of a successor securities administrator) fails to mail such notice within ten days after acceptance of appointment by the successor trustee or a successor securities administrator, as the case may be, such successor shall cause such notice to be mailed at the expense of the Master Servicer or the Depositor, as the case may be. Any person appointed as successor trustee pursuant to this Section 8.08 shall also be required to serve as successor Grantor Trust trustee with respect to each Interest Rate Swap Agreement.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Depositor and to its predecessor trustee or predecessor securities administrator, as applicable, (i) an instrument accepting such appointment hereunderhereunder and (ii) the certification required pursuant to the first sentence of Section 6.21(e), and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each Custodial the Custody Agreement, to the extent permitted thereunder)) or successor securities administrator, as applicable, all Trustee Mortgage Files and documents and statements related to each Trustee Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer Depositor and the predecessor trustee or predecessor securities administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, all such rights, powers, duties and obligations. 213965 Sequoia 2007-1 Pooling and Servicing Agmt.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Depositor and to its predecessor trustee or predecessor securities administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each Custodial the Custody Agreement, to the extent permitted thereunder)) or successor securities administrator, as applicable, all Trustee Mortgage Files and documents and statements related to each Trustee Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the 105005 Sequoia 2004-3 Pooling and Servicing Agreement administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer Depositor and the predecessor trustee or predecessor securities administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, all such rights, powers, duties and obligations.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 9.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer and each party to this Agreement (including its predecessor trustee or predecessor securities administrator, as applicable, predecessor) an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the such predecessor trustee or predecessor securities administrator, as applicable, shall become effective and such successor trustee or successor securities administrator, as applicablesuccessor, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee Trustee or securities administratorSecurities Administrator, as applicable. Each party hereto, herein. A predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect including such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee or predecessor securities administrator, as applicablepredecessor, shall execute and deliver such other instruments and do such other things as may reasonably be required to more for fully and certainly vest vesting and confirm confirming in the successor trustee or successor securities administrator, as applicable, all such rights, powers, duties and obligations. No successor trustee or successor securities administrator shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor shall be eligible under the provisions of Section 9.06. If a successor trustee is to become the Successor Master Servicer hereunder, it shall be an Approved Servicer. If a successor trustee is not to become the Successor Master Servicer hereunder, the entity then acting as Successor Master Servicer hereunder shall continue to act in such capacity until such time as an Approved Servicer has agreed to assume the role of Successor Master Servicer hereunder. Upon acceptance by a successor as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Trustee or Securities Administrator, as applicable, hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency. If the Servicer fails to mail such notice within thirty (30) days after acceptance of appointment by the successor, such successor shall cause such notice to be mailed at the expense of the Servicer.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee Trustee or successor securities administrator Securities Administrator appointed as provided in Section 6.06 8.07 hereof shall execute, acknowledge and deliver to the Depositor, any NIMS Insurer, the Seller and the Master Servicer, any NIMS Insurer Servicer and to its predecessor trustee Trustee or predecessor securities administratorSecurities Administrator, as applicableapplicable and, as long as the Certificate Insurance Policy is in effect, the Certificate Insurer, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee or predecessor securities administratorSecurities Administrator, as applicable, shall become effective effective, and such successor trustee Trustee or successor securities administrator, as applicableSecurities Administrator, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to Securities Administrator. The Depositor, the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In additionSeller, the Master Servicer and the predecessor trustee Trustee or predecessor securities administratorSecurities Administrator, as applicableapplicable and, as long as the Certificate Insurance Policy is in effect, the Certificate Insurer, shall execute and deliver such other instruments and do such other things as may reasonably be required to more for fully and certainly vest vesting and confirm confirming in the successor trustee Trustee or successor securities administratorSecurities Administrator, as applicable, all such rights, powers, duties and obligations.. No successor Trustee or successor Securities Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or successor Securities Administrator shall be eligible under the provisions of Section 8.06 hereof and the appointment of such successor Trustee or successor Securities Administrator shall not result in a downgrading of the Senior Certificates by each Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor Trustee or successor Securities Administrator, as applicable, as provided in this Section 8.08, the successor Trustee or successor Securities Administrator shall mail notice of such appointment of a successor Trustee or Securities Administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register, to the Certificate Insurer, to any NIMS Insurer and to each Rating Agency. 159

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Depositor and to its predecessor trustee or predecessor securities administrator, as applicable, (i) an instrument accepting such appointment hereunderhereunder and (ii) the certification required pursuant to the first sentence of Section 6.20(e), and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each Custodial the Custody Agreement, to the extent permitted thereunder)) or successor securities administrator, as applicable, all Trustee Mortgage Files and documents and statements related to each Trustee Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer Depositor and the predecessor trustee or predecessor securities administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, all such rights, powers, duties and obligations.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee Trustee or successor securities administrator Securities Administrator appointed as provided in Section 6.06 8.07 hereof shall execute, acknowledge and deliver to the Depositor, the Seller and the Master Servicer, any NIMS Insurer Servicer and to its predecessor trustee Trustee or predecessor securities administratorSecurities Administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee or predecessor securities administratorSecurities Administrator, as applicable, shall become effective effective, and such successor trustee Trustee or successor securities administrator, as applicableSecurities Administrator, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to Securities Administrator. The Depositor, the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In additionSeller, the Master Servicer and the predecessor trustee Trustee or predecessor securities administratorSecurities Administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more for fully and certainly vest vesting and confirm confirming in the successor trustee Trustee or successor securities administratorSecurities Administrator, as applicable, all such rights, powers, duties and obligations.. No successor Trustee or successor Securities Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or successor Securities Administrator shall be eligible under the provisions of Section 8.06 hereof and the appointment of such successor Trustee or successor Securities Administrator shall not result in a downgrading of the Senior Certificates by each Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor Trustee or successor Securities Administrator, as applicable, as provided in this Section 8.08, the successor Trustee or successor Securities Administrator shall mail notice of such appointment of a successor Trustee or Securities Administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency. 141

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Servicer and to its predecessor trustee or predecessor securities administrator, as applicable, administrator an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, administrator shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee or predecessor securities administrator shall after payment of its outstanding fees and expenses, promptly deliver to the Trustee or any successor trustee (or assign to successor securities administrator all assets and records of the Trustee its interest under each Custodial Agreement, to the extent permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File Trust Fund held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee or predecessor securities administrator, as applicable, administrator shall execute and deliver all such other instruments and do such other things as may reasonably be required to for more fully and certainly vest vesting and confirm confirming in the successor trustee or successor securities administrator, as applicable, administrator all such rights, powers, duties and obligations. No successor trustee or successor securities administrator shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee or successor securities administrator shall be eligible under the provisions of Section 8.06. Upon acceptance of appointment by a successor trustee or successor securities administrator as provided in this Section, the Master Servicer (in the case of a successor trustee) and the Trustee (in the case of a successor securities administrator) shall mail notice of the succession of such trustee or securities administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Master Servicer (in the case of a successor trustee) and the Trustee (in the case of a successor securities administrator) fails to mail such notice within ten days after acceptance of appointment by the successor trustee or a successor securities administrator, as the case may be, such successor shall cause such notice to be mailed at the expense of the Master Servicer or the Depositor, as the case may be. Any Person appointed as successor trustee pursuant to Section 8.08 shall also be required to serve as successor swap supplemental interest trust trustee under the Swap Agreement.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Depositor and to its predecessor trustee or predecessor securities administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities 101 administrator, as applicable, herein. A The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each Custodial Agreementsuccessor securities administrator, to the extent permitted thereunder)as applicable, all Trustee Mortgage Files and documents and statements related to each Trustee Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer Depositor and the predecessor trustee or predecessor securities administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, all such rights, powers, duties and obligations.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Depositor and to its predecessor trustee or predecessor securities administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, shall become effective 100 and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each Custodial Agreementsuccessor securities administrator, to the extent permitted thereunder)as applicable, all Trustee Mortgage Files and documents and statements related to each Trustee Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer Depositor and the predecessor trustee or predecessor securities administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, all such rights, powers, duties and obligations.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Depositor and to its predecessor trustee or predecessor securities administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each the Custodial Agreement, to the extent permitted thereunder), all Trustee Mortgage Files and documents and statements related to each Trustee Mortgage File held by it hereunder, and the predecessor trustee shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and the predecessor trustee or the predecessor securities administrator, as applicable, shall deliver such of the records or copies thereof maintained by the predecessor trustee or predecessor securities administrator, as applicable, in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer Depositor and the predecessor trustee or predecessor securities administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, all such rights, powers, duties and obligations.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Depositor and to its predecessor trustee or predecessor securities administrator, as applicable, (i) an instrument accepting such appointment hereunderhereunder and (ii) the certification required pursuant to the first sentence of Section 6.21(e), and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each Custodial the Custody Agreement, to the extent permitted thereunder)) or successor securities administrator, as applicable, all Trustee Mortgage Files and documents and statements related to each Trustee Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer Depositor and the predecessor trustee or predecessor securities administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly 221575 Sequoia 2007-2 Pooling and Servicing Agmt. vest and confirm in the successor trustee or successor securities administrator, as applicable, all such rights, powers, duties and obligations.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer Depositor and to its itsthe predecessor trustee or predecessor securities administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. A The predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under each the Custodial Agreement, to the extent permitted thereunder), ) all Trustee Mortgage Files and documents and statements related to each Trustee Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and the predecessor trustee or predecessor securities administrator, as applicable, shall deliver such of the records or copies thereof maintained by the predecessor trustee or predecessor securities administrator, as applicable, in the administration hereof as may be requested by the successor trustee or successor securities administrator, as applicable, and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer Depositor and the predecessor trustee or predecessor securities administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, all such rights, powers, duties and obligations. The predecessor trusteesecurities administrator shall also deliver to the Depositor the Back-up Certificate with respect to the portion of the calendar year in which the predecessor trusteesecurities administrator acted as TrusteeSecurities Administrator hereunder.