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 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. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial 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 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 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. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this Section, the predecessor trustee or predecessor securities administrator, as applicable, 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 any 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 9.08 shall execute, acknowledge and deliver to the Depositor Seller and to its predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator an instrument accepting such appointment hereunder, and thereupon the . The resignation or removal of the predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall then become 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 Trustee or securities administrator, as applicable, Securities Administrator herein. The predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall after payment of its outstanding fees and expenses promptly deliver to the successor trustee (Trustee or assign to the Trustee its interest under the Custodial Agreements, to the extent permitted thereunder) or successor securities administratorSecurities Administrator, as applicable, all Trustee Mortgage Files assets and documents and statements related to each Trustee Mortgage File records of the Trust 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 Depositor Seller and the predecessor trustee Trustee or predecessor securities administratorSecurities 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 for more 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. (b) No successor trustee Trustee or Securities Administrator shall accept appointment as provided in this Section 9.09 unless at the time of such appointment acceptance such successor trustee Trustee or Securities Administrator shall be eligible under the provisions of Section 6.059.06. (c) Upon acceptance of appointment by a successor trustee Trustee or successor securities administrator, as applicable, Securities Administrator as provided in this SectionSection 9.09, the predecessor trustee successor Trustee or predecessor securities administrator, as applicable, Securities Administrator shall mail notice of the succession of such trustee Trustee or securities administrator, as applicable, Securities Administrator hereunder to all Holders of Certificates Certificateholders at their addresses as shown in the Certificate Register and to the Rating Agencies. EMC shall pay the cost of any Rating Agencymailing by the successor Trustee or Securities Administrator.

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 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. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial 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 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 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. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this Section, the predecessor trustee or predecessor securities administrator, as applicable, 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 any 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 9.08 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator an instrument accepting such appointment hereunder, and thereupon the . The resignation or removal of the predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall then become 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 Trustee or securities administrator, as applicable, Securities Administrator herein. The predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall after payment of its outstanding fees and expenses promptly deliver to the successor trustee (Trustee or assign to the Trustee its interest under the Custodial Agreements, to the extent permitted thereunder) or successor securities administratorSecurities Administrator, as applicable, all Trustee Mortgage Files assets and documents and statements related to each Trustee Mortgage File records of the Trust 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 Depositor and the predecessor trustee Trustee or predecessor securities administratorSecurities 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 for more 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. (b) No successor trustee Trustee or Securities Administrator shall accept appointment as provided in this Section 9.09 unless at the time of such appointment acceptance such successor trustee Trustee or Securities Administrator shall be eligible under the provisions of Section 6.059.06. (c) Upon acceptance of appointment by a successor trustee Trustee or successor securities administrator, as applicable, Securities Administrator as provided in this SectionSection 9.09, the predecessor trustee successor Trustee or predecessor securities administrator, as applicable, Securities Administrator shall mail notice of the succession of such trustee Trustee or securities administrator, as applicable, Securities Administrator hereunder to all Holders of Certificates Certificateholders at their addresses as shown in the Certificate Register and to the Rating Agencies. The Company shall pay the cost of any Rating Agencymailing by the successor Trustee or Securities Administrator.

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, 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. The A 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 the each Custodial AgreementsAgreement, 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 Depositor Master Servicer 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. (b) No successor trustee or successor securities administrator shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee or successor securities administrator shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this Section, the predecessor trustee or predecessor securities administrator, as applicable, 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 any Rating Agency. The expenses of such mailing shall be borne by the predecessor trustee or predecessor securities administrator, as applicable.

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, the Seller and the Master 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 Trustee or securities administrator, as applicable, hereinSecurities Administrator. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial 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 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 additionDepositor, the Depositor Seller, the Master Servicer and the predecessor trustee Trustee or predecessor securities administratorSecurities 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 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. (b) . No successor trustee Trustee or successor Securities Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such appointment acceptance such successor trustee Trustee or successor Securities Administrator shall be eligible under the provisions of Section 6.05. (c) 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 Trustee or successor securities administratorSecurities Administrator, as applicable, as provided in this SectionSection 8.08, the predecessor trustee successor Trustee or predecessor securities administrator, as applicable, successor Securities Administrator shall mail notice of the succession of such trustee or securities administrator, as applicable, appointment hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to any 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 9.08 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator an instrument accepting such appointment hereunder, and thereupon the . The resignation or removal of the predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall then become 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 Trustee or securities administrator, as applicable, Securities Administrator herein. The predecessor trustee Trustee or predecessor securities administratorSecurities Administrator shall, as applicable, shall after its receipt of payment in full of its outstanding fees and expenses promptly deliver to the successor trustee (Trustee or assign to the Trustee its interest under the Custodial Agreements, to the extent permitted thereunder) or successor securities administratorSecurities Administrator, as applicable, all Trustee Mortgage Files assets and documents and statements related to each Trustee Mortgage File records of the Trust 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 Depositor and the predecessor trustee Trustee or predecessor securities administratorSecurities 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 for more 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. (b) No successor trustee Trustee or Securities Administrator shall accept appointment as provided in this Section 9.09 unless at the time of such appointment acceptance such successor trustee Trustee or Securities Administrator shall be eligible under the provisions of Section 6.059.06. (c) Upon acceptance of appointment by a successor trustee Trustee or successor securities administrator, as applicable, Securities Administrator as provided in this SectionSection 9.09, the predecessor trustee successor Trustee or predecessor securities administrator, as applicable, Securities Administrator shall mail notice of the succession of such trustee Trustee or securities administrator, as applicable, Securities Administrator hereunder to all Holders of Certificates Certificateholders at their addresses as shown in the Certificate Register and to the Rating Agencies. The Company shall pay the cost of any Rating Agencymailing by the successor Trustee or Securities Administrator.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee Trustee or successor securities administrator Securities Administrator appointed as provided in Section 6.06 9.08 shall execute, acknowledge and deliver to the Depositor Depositor, the Master Servicer and to its predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator an instrument accepting such appointment hereunder, and thereupon the . The resignation or removal of the predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall then become 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 Trustee or securities administrator, as applicable, Securities Administrator herein. The predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall after payment of its outstanding fees and expenses promptly deliver to the successor trustee (Trustee or assign to the Trustee its interest under the Custodial Agreements, to the extent permitted thereunder) or successor securities administratorSecurities Administrator, as applicable, all Trustee Mortgage Files assets and documents and statements related to each Trustee Mortgage File records of the Trust 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 Depositor and the predecessor trustee Trustee or predecessor securities administratorSecurities 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 for more 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. (b) No successor trustee Trustee or Securities Administrator shall accept appointment as provided in this Section 9.09 unless at the time of such appointment acceptance such successor trustee Trustee or Securities Administrator shall be eligible under the provisions of Section 6.059.06. (c) Upon acceptance of appointment by a successor trustee Trustee or successor securities administrator, as applicable, Securities Administrator as provided in this SectionSection 9.09, the predecessor trustee successor Trustee or predecessor securities administrator, as applicable, Securities Administrator shall mail notice of the succession of such trustee Trustee or securities administrator, as applicable, Securities Administrator hereunder to all Holders of Certificates Certificateholders at their addresses as shown in the Certificate Register and to the Rating Agencies. The Depositor shall pay the cost of any Rating Agencymailing by the successor Trustee or Securities Administrator.

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 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. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial AgreementsAgreement, to the extent permitted thereunder) or successor securities administrator, as applicable), 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 delivered to it for execution, properly executed and 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 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. 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. (b) No successor trustee or successor securities administrator shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee or successor securities administrator, as applicable, shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this SectionSection 6.07, the predecessor trustee or predecessor securities administrator, as applicable, 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 any each Rating AgencyAgency through the Rule 17g-5 Information Provider. The expenses of such mailing shall be borne by the predecessor trustee or predecessor securities administrator, as applicable; provided, if such party has been removed without cause, such expenses will be borne by the Trust Fund.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee Trustee or successor securities administrator Securities Administrator appointed as provided in Section 6.06 9.08 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator an instrument accepting such appointment hereunder, and thereupon the . The resignation or removal of the predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall then become 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 Trustee or securities administrator, as applicable, Securities Administrator herein. The predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall after payment of its outstanding fees and expenses promptly deliver to the successor trustee (Trustee or assign to the Trustee its interest under the Custodial Agreements, to the extent permitted thereunder) or successor securities administratorSecurities Administrator, as applicable, all Trustee Mortgage Files assets and documents and statements related to each Trustee Mortgage File records of the Trust 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 Depositor and the predecessor trustee Trustee or predecessor securities administratorSecurities 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 for more 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. (b) No successor trustee Trustee or Securities Administrator shall accept appointment as provided in this Section 9.09 unless at the time of such appointment acceptance such successor trustee Trustee or Securities Administrator shall be eligible under the provisions of Section 6.059.06. (c) Upon acceptance of appointment by a successor trustee Trustee or successor securities administrator, as applicable, Securities Administrator as provided in this SectionSection 9.09, the predecessor trustee successor Trustee or predecessor securities administrator, as applicable, Securities Administrator shall mail notice of the succession of such trustee Trustee or securities administrator, as applicable, Securities Administrator hereunder to all Holders of Certificates Certificateholders at their addresses as shown in the Certificate Register and to the Rating Agencies. The Depositor shall pay the cost of any Rating Agencymailing by the successor Trustee or Securities Administrator.

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 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. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial AgreementsAgreement, to the extent permitted thereunder) or successor securities administrator, as applicable), 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 delivered to it for execution, properly executed and 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 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. 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. (b) No successor trustee or successor securities administrator shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee or successor securities administrator, as applicable, shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this SectionSection 6.07, the predecessor trustee or predecessor securities administrator, as applicable, 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 any each Rating AgencyAgency through the Rule 17g-5 Information Provider. The expenses of such mailing shall be borne by the the predecessor trustee or predecessor securities administrator, as applicable; provided, if such party has been removed without cause, such expenses will be borne by 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 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. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial Agreementseach 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 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 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. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this Section, the predecessor trustee or predecessor securities administrator, as applicable, 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 any Rating Agency. The expenses of such mailing shall be borne by the Master Servicer.

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 Master 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. The predecessor trustee or predecessor securities administratoradministrator shall after payment of its outstanding fees and expenses, as applicable, shall promptly deliver to the successor trustee (or assign to the Trustee its interest under the Custodial Agreements, to the extent permitted thereunder) or successor securities administrator, as applicable, administrator all Trustee Mortgage Files assets and documents and statements related to each Trustee Mortgage File records of the 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 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 Depositor Master Servicer and the predecessor trustee or predecessor securities administrator, as applicable, administrator shall execute and deliver all such other instruments delivered to it for execution, 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. (b) . No successor trustee or successor securities administrator shall accept appointment as provided in this Section unless at the time of such appointment acceptance such successor trustee or successor securities administrator shall be eligible under the provisions of Section 6.05. (c) 8.06. Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, administrator as provided in this Section, the predecessor trustee or predecessor Master Servicer (in the case of a successor trustee) and the Trustee (in the case of a successor securities administrator, as applicable, ) shall mail notice of the succession of such trustee or securities administrator, as applicable, administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register 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 any Rating Agencymail 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 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. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial 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 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 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. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.056.05 and has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee. (c) Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this Section, the predecessor trustee or predecessor securities administrator, as applicable, Master 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 any Rating Agency. The costs of such mailing shall be borne by the Master Servicer. (d) Any successor securities administrator shall also either serve as auction administrator pursuant to Section 7.01(b) hereof or select an investment bank to act as auction administrator at the expense of the Trust Fund. (e) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall also be the successor trustee or successor securities administrator, as applicable, with respect to the Supplemental Interest Trust.

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 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. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial 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 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 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. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this Section, the predecessor trustee or predecessor securities administrator, as applicable, Master 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 any Rating Agency. The costs of such mailing shall be borne by the Master Servicer.

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 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. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial 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 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 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. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this Section, the predecessor trustee or predecessor securities administrator, as applicable, Master 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 any Rating Agency. The costs of such mailing shall be borne by the Master Servicer.

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 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. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial AgreementsAgreement, 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 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 delivered to it for execution, properly executed and 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 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. 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. (b) No successor trustee or successor securities administrator shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee or successor securities administrator, as applicable, shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this SectionSection 6.07, the predecessor trustee or predecessor securities administrator, as applicable, 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 any the Rating AgencyAgency through the Rule 17g-5 Information Provider. The expenses of such mailing shall be borne by the Master 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 Depositor, any NIMS Insurer, the Seller and the Master 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 Trustee or securities administrator, as applicable, hereinSecurities Administrator. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial 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 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 additionDepositor, the Depositor Seller, the Master Servicer and the predecessor trustee Trustee or predecessor securities administratorSecurities 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 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. (b) . No successor trustee Trustee or successor Securities Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such appointment acceptance such successor trustee Trustee or successor Securities Administrator shall be eligible under the provisions of Section 6.05. (c) 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 Trustee or successor securities administratorSecurities Administrator, as applicable, as provided in this SectionSection 8.08, the predecessor trustee successor Trustee or predecessor securities administrator, as applicable, successor Securities Administrator shall mail notice of the succession such appointment of such trustee a successor Trustee or securities administrator, as applicable, Securities Administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register Register, to any NIMS Insurer and to any 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 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. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial AgreementsAgreement, 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 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 delivered to it for execution, properly executed and 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 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. 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. (b) No successor trustee or successor securities administrator shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee or successor securities administrator, as applicable, shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this SectionSection 6.07, the predecessor trustee or predecessor securities administrator, as applicable, 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 any each Rating AgencyAgency through the Rule 17g-5 Information Provider. The expenses of such mailing shall be borne by the the predecessor trustee or predecessor securities administrator, as applicable; provided, if such party has been removed without cause, such expenses will be borne by 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 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. The A 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 the Custodial AgreementsAgreement, 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 Depositor Master Servicer 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. (b) No successor trustee or successor securities administrator shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee or successor securities administrator shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this Section, the predecessor trustee or predecessor securities administrator, as applicable, 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 any Rating Agency. The expenses of such mailing shall be borne by the predecessor trustee or predecessor securities administrator, as applicable.

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 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. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial 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 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 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. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this Section, the predecessor trustee or predecessor securities administrator, as applicable, 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 any 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 9.08 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator an instrument accepting such appointment hereunder, and thereupon the . The resignation or removal of the predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall then become 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 Trustee or securities administrator, as applicable, Securities Administrator herein. The predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall after payment of its outstanding fees and expenses promptly deliver to the successor trustee (Trustee or assign to the Trustee its interest under the Custodial Agreements, to the extent permitted thereunder) or successor securities administratorSecurities Administrator, as applicable, all Trustee Mortgage Files assets and documents and statements related to each Trustee Mortgage File records of the Trust 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 Depositor and the predecessor trustee Trustee or predecessor securities administratorSecurities 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 for more 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. (b) No successor trustee Trustee or Securities Administrator shall accept appointment as provided in this Section 9.09 unless at the time of such appointment acceptance such successor trustee Trustee or Securities Administrator shall be eligible under the provisions of Section 6.059.06. (c) Upon acceptance of appointment by a successor trustee Trustee or successor securities administrator, as applicable, Securities Administrator as provided in this SectionSection 9.09, the predecessor trustee successor Trustee or predecessor securities administrator, as applicable, Securities Administrator shall mail notice of the succession of such trustee Trustee or securities administrator, as applicable, Securities Administrator hereunder to all Holders of Certificates Certificateholders at their addresses as shown in the Certificate Register and to the Rating Agencies. EMC shall pay the cost of any Rating Agencymailing by the successor Trustee or Securities Administrator.

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 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. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial AgreementsCustody 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 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 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. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this Section, the predecessor trustee or predecessor securities administrator, as applicable, 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 any Rating Agency. The expenses of such mailing shall be borne by the Master 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 Depositor, the Seller and the Master 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 Trustee or securities administrator, as applicable, hereinSecurities Administrator. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial 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 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 additionDepositor, the Depositor Seller, the Master Servicer and the predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall execute and deliver such other instruments delivered to it for execution, 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. (b) . No successor trustee Trustee or Securities Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such appointment acceptance such successor trustee Trustee or Securities Administrator shall be eligible under the provisions of Section 6.05. (c) 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 Trustee or successor securities administrator, as applicable, Securities Administrator as provided in this SectionSection 8.08, the predecessor trustee successor Trustee or predecessor securities administrator, as applicable, Securities Administrator shall mail notice of the succession appointment of such trustee a successor Trustee or securities administrator, as applicable, Securities Administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to any 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 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. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial 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 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 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. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.056.05 and has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee. (c) Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this Section, the predecessor trustee or predecessor securities administrator, as applicable, Master 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 any Rating Agency. The costs of such mailing shall be borne by the Master Servicer. (d) Any successor securities administrator shall also either serve as auction administrator pursuant to Section 7.01(b) hereof or select an investment bank to act as auction administrator 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 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. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial 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 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 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. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.056.05 and has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee. (c) Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this Section, the predecessor trustee or predecessor securities administrator, as applicable, Master 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 any Rating Agency. The costs of such mailing shall be borne by the Master Servicer. (d) [reserved]. (e) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall also be the successor trustee or successor securities administrator, as applicable, with respect to the ES Trust.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee Trustee, Paying Agent or successor securities administrator Securities Administrator appointed as provided in Section 6.06 9.08 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee Trustee, Paying Agent or predecessor securities administrator, as applicable, Securities Administrator an instrument accepting such appointment hereunder, and thereupon the . The resignation or removal of the predecessor trustee Trustee, Paying Agent or predecessor securities administrator, as applicable, Securities Administrator shall then become effective and such successor trustee Trustee, Paying Agent 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 Trustee, Paying Agent or securities administrator, as applicable, Securities Administrator herein. The predecessor trustee Trustee, Paying Agent or predecessor securities administrator, as applicable, Securities Administrator shall after payment of its outstanding fees and expenses promptly deliver to the successor trustee (Trustee, Paying Agent or assign to the Trustee its interest under the Custodial Agreements, to the extent permitted thereunder) or successor securities administratorSecurities Administrator, as applicable, all Trustee Mortgage Files assets and documents and statements related to each Trustee Mortgage File records of the Trust 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 Depositor and the predecessor trustee Trustee, Paying Agent or predecessor securities administratorSecurities 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 for more 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. (b) No successor trustee Trustee, Paying Agent or Securities Administrator shall accept appointment as provided in this Section 9.09 unless at the time of such appointment acceptance such successor trustee Trustee, Paying Agent or Securities Administrator shall be eligible under the provisions of Section 6.059.06. (c) Upon acceptance of appointment by a successor trustee Trustee, Paying Agent or successor securities administrator, as applicable, Securities Administrator as provided in this SectionSection 9.09, the predecessor trustee successor Trustee, Paying Agent or predecessor securities administrator, as applicable, Securities Administrator shall mail notice of the succession of such trustee Trustee, Paying Agent or securities administrator, as applicable, Securities Administrator hereunder to all Holders of Certificates Certificateholders at their addresses as shown in the Certificate Register and to the Rating Agencies. The Company shall pay the cost of any Rating Agencymailing by the successor Trustee, Paying Agent or Securities Administrator.

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, the Seller and the Master 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 Trustee or securities administrator, as applicable, hereinSecurities Administrator. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial 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 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 additionDepositor, the Depositor Seller, the Master Servicer and the predecessor trustee Trustee or predecessor securities administratorSecurities 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 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. (b) . No successor trustee Trustee or successor Securities Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such appointment acceptance such successor trustee Trustee or successor Securities Administrator shall be eligible under the provisions of Section 6.05. (c) 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 Trustee or successor securities administratorSecurities Administrator, as applicable, as provided in this SectionSection 8.08, the predecessor trustee successor Trustee or predecessor securities administrator, as applicable, successor Securities Administrator shall mail notice of the succession of such trustee or securities administrator, as applicable, appointment hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register Register, to the Certificate Insurer and to any 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 Depositor, the Seller and the Master 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 Trustee or securities administrator, as applicable, hereinSecurities Administrator. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial 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 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 additionDepositor, the Depositor Seller, the Master Servicer and the predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall execute and deliver such other instruments delivered to it for execution, 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. (b) . No successor trustee Trustee or Securities Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such appointment acceptance such successor trustee Trustee or Securities Administrator shall be eligible under the provisions of Section 6.05. (c) 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 Trustee or successor securities administrator, as applicable, Securities Administrator as provided in this SectionSection 8.08, the predecessor trustee successor Trustee or predecessor securities administrator, as applicable, Securities Administrator shall mail notice of the succession appointment of such trustee a successor Trustee or securities administrator, as applicable, Securities Administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to any 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 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. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial 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 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 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. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.056.05 and has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee. (c) Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this Section, the predecessor trustee or predecessor securities administrator, as applicable, Master 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 any Rating Agency. The costs of such mailing shall be borne by the Master Servicer. (d) Any successor securities administrator shall also either serve as auction administrator pursuant to Section 7.01(b) hereof or select an investment bank to act as auction administrator at the expense of the Trust Fund. (e) [Reserved].

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 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. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial 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 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 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. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.056.05 and has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee. (c) Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this Section, the predecessor trustee or predecessor securities administrator, as applicable, Master 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 any Rating Agency. The costs of such mailing shall be borne by the Master Servicer. (d) Any successor securities administrator shall also either serve as auction administrator pursuant to Section 7.01(b) hereof or select an investment bank to act as auction administrator at the expense of the Trust Fund. (e) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall also be the successor trustee with respect to the Supplemental Interest Trust or successor securities administrator, as applicable, with respect to the ES Trust.

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, the Master Servicer, any NIMS 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. The A 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 the Custodial AgreementsAgreement, 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 Depositor Master Servicer 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. (b) No successor trustee or successor securities administrator shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee or successor securities administrator shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this Section, the predecessor trustee or predecessor securities administrator, as applicable, 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 any Rating Agency. The expenses of such mailing shall be borne by the predecessor trustee or predecessor securities administrator, as applicable. (d) Upon the resignation or removal of the Trustee pursuant to this Section 6.06, the Trustee shall deliver the amounts held in its possession for the benefit of the Certificateholders to the successor trustee upon the appointment of the successor trustee.

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, the Master Servicer, any NIMS 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. The A predecessor trustee (or predecessor securities administrator, as applicable, its custodian) shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under the Custodial AgreementsAgreement, 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 Depositor Master Servicer 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. (b) No successor trustee or successor securities administrator shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee or successor securities administrator shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this Section, the predecessor trustee or predecessor securities administrator, as applicable, 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 any Rating Agency. The expenses of such mailing shall be borne by the predecessor trustee or predecessor securities administrator, as applicable. (d) Upon the resignation or removal of the Trustee pursuant to this Section 6.06, the Trustee shall deliver the amounts held in its possession for the benefit of the Certificateholders to the successor trustee upon the appointment of the successor trustee.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee Trustee or successor securities administrator Securities Administrator appointed as provided in Section 6.06 9.08 shall execute, acknowledge and deliver to the Depositor Depositor, the Master Servicer, the NIMs Insurer and to its predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator an instrument accepting such appointment hereunder, and thereupon the . The resignation or removal of the predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall then become 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 Trustee or securities administrator, as applicable, Securities Administrator herein. The predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall after payment of its outstanding fees and expenses promptly deliver to the successor trustee (Trustee or assign to the Trustee its interest under the Custodial Agreements, to the extent permitted thereunder) or successor securities administratorSecurities Administrator, as applicable, all Trustee Mortgage Files assets and documents and statements related to each Trustee Mortgage File records of the Trust 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 Depositor and the predecessor trustee Trustee or predecessor securities administratorSecurities 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 for more 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. (b) No successor trustee Trustee or Securities Administrator shall accept appointment as provided in this Section 9.09 unless at the time of such appointment acceptance such successor trustee Trustee or Securities Administrator shall be eligible under the provisions of Section 6.059.06. (c) Upon acceptance of appointment by a successor trustee Trustee or successor securities administrator, as applicable, Securities Administrator as provided in this SectionSection 9.09, the predecessor trustee successor Trustee or predecessor securities administrator, as applicable, Securities Administrator shall mail notice of the succession of such trustee Trustee or securities administrator, as applicable, Securities Administrator hereunder to all Holders of Certificates Certificateholders at their addresses as shown in the Certificate Register and to the Rating Agencies. The Depositor shall pay the cost of any Rating Agencymailing by the successor Trustee or Securities Administrator.

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 Master 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. The predecessor trustee or predecessor securities administratoradministrator shall after payment of its outstanding fees and expenses, as applicable, shall promptly deliver to the successor trustee (or assign to the Trustee its interest under the Custodial Agreements, to the extent permitted thereunder) or successor securities administrator, as applicable, administrator all Trustee Mortgage Files assets and documents and statements related to each Trustee Mortgage File records of the 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 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 Depositor Master Servicer and the predecessor trustee or predecessor securities administrator, as applicable, administrator shall execute and deliver all such other instruments delivered to it for execution, 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. (b) . No successor trustee or successor securities administrator shall accept appointment as provided in this Section unless at the time of such appointment acceptance such successor trustee or successor securities administrator shall be eligible under the provisions of Section 6.05. (c) 8.06. Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, administrator as provided in this Section, the predecessor trustee or predecessor Master Servicer (in the case of a successor trustee) and the Trustee (in the case of a successor securities administrator, as applicable, ) shall mail notice of the succession of such trustee or securities administrator, as applicable, administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register 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 any Rating Agencymail 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 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. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial AgreementsAgreement, 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 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 delivered to it for execution, properly executed and 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 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. 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. (b) No successor trustee or successor securities administrator shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee or successor securities administrator, as applicable, shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this SectionSection 6.07, the predecessor trustee or predecessor securities administrator, as applicable, 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 any each Rating AgencyAgency through the Rule 17g-5 Information Provider. The expenses of such mailing shall be borne by the Master Servicer.

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 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. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial AgreementsAgreement, 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 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 delivered to it for execution, properly executed and 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 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. 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. (b) No successor trustee or successor securities administrator shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee or successor securities administrator, as applicable, shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this SectionSection 6.07, the predecessor trustee or predecessor securities administrator, as applicable, 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 any each Rating AgencyAgency through the Rule 17g-5 Information Provider. The expenses of such mailing shall be borne by the predecessor trustee or predecessor securities administrator, as applicable; provided, if such party has been removed without cause, such expenses will be borne by 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 Depositor, the Master Servicer, any NIMS 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. The A 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 the Custodial AgreementsAgreement, 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 Depositor Master Servicer 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. (b) No successor trustee or successor securities administrator shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee or successor securities administrator shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this Section, the predecessor trustee or predecessor securities administrator, as applicable, 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 any Rating Agency. The expenses of such mailing shall be borne by the predecessor trustee or predecessor securities administrator, as applicable. (d) Upon the resignation or removal of the Trustee pursuant to Section 6.06, the Trustee shall deliver the amounts held in its possession for the benefit of the Certificateholders to the successor trustee upon the appointment of the successor trustee.

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 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. The predecessor trustee or predecessor securities administratoradministrator shall after payment of its outstanding fees and expenses, as applicable, shall promptly deliver to the successor trustee (or assign to the Trustee its interest under the Custodial Agreements, to the extent permitted thereunder) or successor securities administrator, as applicable, administrator all Trustee Mortgage Files assets and documents and statements related to each Trustee Mortgage File records of the 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 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 Depositor Master Servicer and the predecessor trustee or predecessor securities administrator, as applicable, administrator shall execute and deliver all such other instruments delivered to it for execution, 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. (b) . No successor trustee or successor securities administrator shall accept appointment as provided in this Section unless at the time of such appointment acceptance such successor trustee or successor securities administrator shall be eligible under the provisions of Section 6.05. (c) 8.06. Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, administrator as provided in this Section, the predecessor trustee or predecessor Master Servicer (in the case of a successor trustee) and the Trustee (in the case of a successor securities administrator, as applicable, ) shall mail notice of the succession of such trustee or securities administrator, as applicable, administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register 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 any Rating Agencymail 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 Trustee or successor securities administrator Securities Administrator appointed as provided in Section 6.06 8.08 shall execute, acknowledge and deliver to the Depositor Depositor, the Master Servicer, the NIMs Insurer and to its predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator an instrument accepting such appointment hereunder, and thereupon the . The resignation or removal of the predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall then become 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 Trustee or securities administrator, as applicable, Securities Administrator herein. The predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall after payment of its outstanding fees and expenses promptly deliver to the successor trustee (Trustee or assign to the Trustee its interest under the Custodial Agreements, to the extent permitted thereunder) or successor securities administratorSecurities Administrator, as applicable, all Trustee Mortgage Files assets and documents and statements related to each Trustee Mortgage File records of the Trust 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 Depositor and the predecessor trustee Trustee or predecessor securities administratorSecurities 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 for more 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. (b) No successor trustee Trustee or Securities Administrator shall accept appointment as provided in this Section 8.09 unless at the time of such appointment acceptance such successor trustee Trustee or Securities Administrator shall be eligible under the provisions of Section 6.058.06. (c) Upon acceptance of appointment by a successor trustee Trustee or successor securities administrator, as applicable, Securities Administrator as provided in this SectionSection 8.09, the predecessor trustee successor Trustee or predecessor securities administrator, as applicable, Securities Administrator shall mail notice of the succession of such trustee Trustee or securities administrator, as applicable, Securities Administrator hereunder to all Holders of Certificates Certificateholders at their addresses as shown in the Certificate Register and to the Rating Agencies. The Depositor shall pay the cost of any Rating Agencymailing by the successor Trustee or Securities Administrator.

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 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. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial AgreementsCustody 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 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 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. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this Section, the predecessor trustee or predecessor securities administrator, as applicable, 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 any Rating Agency. The expenses of such mailing shall be borne by the Master 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 9.08 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator an instrument accepting such appointment hereunder, and thereupon the . The resignation or removal of the predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall then become 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 Trustee or securities administrator, as applicable, Securities Administrator herein. The predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall after payment of its outstanding fees and expenses promptly deliver to the successor trustee (Trustee or assign to the Trustee its interest under the Custodial Agreements, to the extent permitted thereunder) or successor securities administratorSecurities Administrator, as applicable, all Trustee Mortgage Files assets and documents and statements related to each Trustee Mortgage File records of the Trust 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 Depositor and the predecessor trustee Trustee or predecessor securities administratorSecurities 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 for more 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. (b) No successor trustee Trustee or Securities Administrator shall accept appointment as provided in this Section 9.09 unless at the time of such appointment acceptance such successor trustee Trustee or Securities Administrator shall be eligible under the provisions of Section 6.059.06. (c) Upon acceptance of appointment by a successor trustee Trustee or successor securities administrator, as applicable, Securities Administrator as provided in this SectionSection 9.09, the predecessor trustee successor Trustee or predecessor securities administrator, as applicable, Securities Administrator shall mail notice of the succession of such trustee Trustee or securities administrator, as applicable, Securities Administrator hereunder to all Holders of Certificates Certificateholders at their addresses as shown in the Certificate Register and to the Rating Agencies and Radian. The Company shall pay the cost of any Rating Agencymailing by the successor Trustee or Securities Administrator.

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, the Seller and the Master 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 Trustee or securities administrator, as applicable, hereinSecurities Administrator. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial 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 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 additionDepositor, the Depositor Seller, the Master Servicer and the predecessor trustee Trustee or predecessor securities administratorSecurities 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 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. (b) . No successor trustee Trustee or successor Securities Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such appointment acceptance such successor trustee Trustee or successor Securities Administrator shall be eligible under the provisions of Section 6.05. (c) 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 Trustee or successor securities administratorSecurities Administrator, as applicable, as provided in this SectionSection 8.08, the predecessor trustee successor Trustee or predecessor securities administrator, as applicable, successor Securities Administrator shall mail notice of the succession of such trustee or securities administrator, as applicable, appointment hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to any 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 Depositor, any NIMS Insurer, the Seller and the Master 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 Trustee or securities administrator, as applicable, hereinSecurities Administrator. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial 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 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 additionDepositor, the Depositor Seller, 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 delivered to it for execution, 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. (b) . No successor trustee Trustee or successor Securities Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such appointment acceptance such successor trustee Trustee or successor Securities Administrator shall be eligible under the provisions of Section 6.05. (c) 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 Trustee or successor securities administratorSecurities Administrator, as applicable, as provided in this SectionSection 8.08, the predecessor trustee successor Trustee or predecessor securities administrator, as applicable, successor Securities Administrator shall mail notice of the succession such appointment of such trustee a successor Trustee or securities administrator, as applicable, Securities Administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register Register, to the Certificate Insurer, to any NIMS Insurer and to any 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 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. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the No successor trustee (or assign to the Trustee its interest under the Custodial Agreements, to the extent permitted thereunder) or successor securities administrator, administrator shall accept appointment 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 provided in this Section 9.09 unless at the successor trustee the entire Trust Fund, together with all necessary instruments time of transfer and assignment or other documents delivered to it for execution, properly executed and 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 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. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) 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 applicable, administrator as provided in this SectionSection 9.09, the predecessor successor trustee or predecessor successor securities administrator, as applicable, administrator shall mail notice of the succession of such trustee or such securities administrator, as applicable, hereunder to all Holders of Certificates Certificates. If the successor trustee or successor securities administrator fails to mail such notice within ten days after acceptance of appointment, the Depositor shall cause such notice to be mailed at their addresses as shown in the Certificate Register and to any Rating Agencyexpense 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 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. The A 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 the each Custodial AgreementsAgreement, 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 Depositor Master Servicer 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. (b) No successor trustee or successor securities administrator shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee or successor securities administrator shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this Section, the predecessor trustee or predecessor securities administrator, as applicable, 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 any Rating Agency. The expenses of such mailing shall be borne by the predecessor trustee or predecessor securities administrator, as applicable.

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, 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. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the each Custodial AgreementsAgreement, 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 Depositor Master Servicer 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. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this Section, the predecessor trustee or predecessor securities administrator, as applicable, 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 any Rating Agency. The expenses of such mailing shall be borne by the Master Servicer.

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, the Master 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. The predecessor trustee or predecessor securities administrator, as applicable, applicable shall deliver to the successor trustee (or assign to the Trustee successor trustee its interest under the each Custodial AgreementsAgreement, to the extent permitted thereunder) or successor predecessor securities administrator, as applicable, all Trustee Mortgage Files and documents and statements related to each Trustee 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 delivered to it for execution, properly executed and 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 Depositor Master Servicer 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, applicable all such rights, powers, duties and obligations. (b) No successor trustee or securities administrator, as applicable, shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee or securities administrator, as applicable, shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this Section, the predecessor trustee or predecessor securities administrator, as applicable, Master Servicer shall mail notice of the succession of such trustee or securities administrator, as applicable, hereunder applicable and to all Holders of Certificates at their addresses as shown in the Certificate Register and to any the Rating AgencyAgencies. The expenses of such mailing shall be borne by the predecessor trustee.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee Trustee or successor securities administrator Securities Administrator appointed as provided in Section 6.06 9.08 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator an instrument accepting such appointment hereunder, and thereupon the . The resignation or removal of the predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall then become 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 Trustee or securities administrator, as applicable, Securities Administrator herein. The predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall after payment of its outstanding fees and expenses promptly deliver to the successor trustee (Trustee or assign to the Trustee its interest under the Custodial Agreements, to the extent permitted thereunder) or successor securities administratorSecurities Administrator, as applicable, all Trustee Mortgage Files assets and documents and statements related to each Trustee Mortgage File records of the Trust 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 Depositor and the predecessor trustee Trustee or predecessor securities administratorSecurities 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 for more 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. (b) No successor trustee Trustee or Securities Administrator shall accept appointment as provided in this Section 9.09 unless at the time of such appointment acceptance such successor trustee Trustee or Securities Administrator shall be eligible under the provisions of Section 6.059.06. (c) Upon acceptance of appointment by a successor trustee Trustee or successor securities administrator, as applicable, Securities Administrator as provided in this SectionSection 9.09, the predecessor trustee successor Trustee or predecessor securities administrator, as applicable, Securities Administrator shall mail notice of the succession of such trustee Trustee or securities administrator, as applicable, Securities Administrator hereunder to all Holders of Certificates Certificateholders at their addresses as shown in the Certificate Register and to any each Rating Agency. The Trust shall pay the cost of any mailing by the successor Trustee or Securities Administrator.

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 and the Master 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. The predecessor trustee (or predecessor securities administrator, as applicable, its custodian) shall deliver to the successor trustee (or assign to the Trustee its interest under the each Custodial AgreementsAgreement, 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 Depositor Master Servicer 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. (b) No successor trustee or successor securities administrator shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee or successor securities administrator shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this Section, the predecessor trustee or predecessor securities administrator, as applicable, shall mail notice of the succession of such trustee or securities administrator, as applicable, hereunder to the Certificate Insurer and to all Holders of Certificates at their addresses as shown in the Certificate Register and to any Rating Agency. The expenses of such mailing shall be borne by the predecessor trustee or predecessor securities administrator, as applicable.

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, 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. The A 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 the each Custodial AgreementsAgreement, 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 Depositor Master Servicer 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. (b) No successor trustee or successor securities administrator shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee or successor securities administrator shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this Section, the predecessor trustee or predecessor securities administrator, as applicable, shall mail notice of the succession of such trustee or securities administrator, as applicable, hereunder to the Certificate Insurer and to all Holders of Certificates at their addresses as shown in the Certificate Register and to any Rating Agency. The expenses of such mailing shall be borne by the predecessor trustee or predecessor securities administrator, as applicable.

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, 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. The A 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 the each Custodial AgreementsAgreement, 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 Depositor Master Servicer 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. (b) No successor trustee or successor securities administrator shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee or successor securities administrator shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this Section, the predecessor trustee or predecessor securities administrator, as applicable, 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 any Rating Agency. The expenses of such mailing shall be borne by the Master 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 9.08 shall execute, acknowledge and deliver to the Depositor Seller and to its predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator an instrument accepting such appointment hereunder, and thereupon the . The resignation or removal of the predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall then become 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 Trustee or securities administrator, as applicable, Securities Administrator herein. The predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall after payment of its outstanding fees and expenses promptly deliver to the successor trustee (Trustee or assign to the Trustee its interest under the Custodial Agreements, to the extent permitted thereunder) or successor securities administratorSecurities Administrator, as applicable, all Trustee Mortgage Files assets and documents and statements related to each Trustee Mortgage File records of the Trust 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 Depositor Seller and the predecessor trustee Trustee or predecessor securities administratorSecurities 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 for more 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. (b) No successor trustee Trustee or Securities Administrator shall accept appointment as provided in this Section 9.09 unless at the time of such appointment acceptance such successor trustee Trustee or Securities Administrator shall be eligible under the provisions of Section 6.059.06. (c) Upon acceptance of appointment by a successor trustee Trustee or successor securities administrator, as applicable, Securities Administrator as provided in this SectionSection 9.09, the predecessor trustee successor Trustee or predecessor securities administrator, as applicable, Securities Administrator shall mail notice of the succession of such trustee Trustee or securities administrator, as applicable, Securities Administrator hereunder to all Holders of Certificates Certificateholders at their addresses as shown in the Certificate Register and to any each Rating Agency. The Trust shall pay the cost of any mailing by the successor Trustee or Securities Administrator.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee Trustee, Paying Agent or successor securities administrator Securities Administrator appointed as provided in Section 6.06 9.08 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee Trustee, Paying Agent or predecessor securities administratorSecurities Administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the . The resignation or removal of the predecessor trustee Trustee, Paying Agent or predecessor securities administrator, as applicable, Securities Administrator shall then become effective and such successor trustee Trustee, Paying Agent 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 Trustee, Paying Agent or securities administrator, as applicable, Securities Administrator herein. The predecessor trustee Trustee, Paying Agent or predecessor securities administratorSecurities Administrator shall, as applicableafter its receipt of payment of its outstanding fees and expenses with respect hereunder, shall promptly deliver to the successor trustee (Trustee, Paying Agent or assign to the Trustee its interest under the Custodial Agreements, to the extent permitted thereunder) or successor securities administratorSecurities Administrator, as applicable, all Trustee Mortgage Files assets and documents and statements related to each Trustee Mortgage File records of the Trust 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 Depositor and the predecessor trustee Trustee, Paying Agent or predecessor securities administratorSecurities 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 for more fully and certainly vest vesting and confirm confirming in the successor trustee Trustee, Paying Agent or successor securities administratorSecurities Administrator, as applicable, all such rights, powers, duties and obligations. (b) No successor trustee Trustee, Paying Agent or Securities Administrator shall accept appointment as provided in this Section 9.09 unless at the time of such appointment acceptance such successor trustee Trustee, Paying Agent or Securities Administrator shall be eligible under the provisions of Section 6.059.06. (c) Upon acceptance of appointment by a successor trustee Trustee, Paying Agent or successor securities administrator, as applicable, Securities Administrator as provided in this SectionSection 9.09, the predecessor trustee successor Trustee, Paying Agent or predecessor securities administrator, as applicable, Securities Administrator shall mail notice of the succession of such trustee Trustee, Paying Agent or securities administrator, as applicable, Securities Administrator hereunder to all Holders of Certificates Certificateholders at their addresses as shown in the Certificate Register and to the Rating Agencies. EMC shall pay the cost of any Rating Agencysuch mailing by the successor Trustee, Paying Agent or Securities Administrator.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee Trustee or successor securities administrator Securities Administrator appointed as provided in Section 6.06 9.08 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator an instrument accepting such appointment hereunder, and thereupon the . The resignation or removal of the predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall then become 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 Trustee or securities administrator, as applicable, Securities Administrator herein. The predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall after payment of its outstanding fees and expenses promptly deliver to the successor trustee (Trustee or assign to the Trustee its interest under the Custodial Agreements, to the extent permitted thereunder) or successor securities administratorSecurities Administrator, as applicable, all Trustee Mortgage Files assets and documents and statements related to each Trustee Mortgage File records of the Trust 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 Depositor and the predecessor trustee Trustee or predecessor securities administratorSecurities 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 for more 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. (b) No successor trustee Trustee or Securities Administrator shall accept appointment as provided in this Section 9.09 unless at the time of such appointment acceptance such successor trustee Trustee or Securities Administrator shall be eligible under the provisions of Section 6.059.06. (c) Upon acceptance of appointment by a successor trustee Trustee or successor securities administrator, as applicable, Securities Administrator as provided in this SectionSection 9.09, the predecessor trustee successor Trustee or predecessor securities administrator, as applicable, Securities Administrator shall mail notice of the succession of such trustee Trustee or securities administrator, as applicable, Securities Administrator hereunder to all Holders of Certificates Certificateholders at their addresses as shown in the Certificate Register and to the Rating Agencies. [AN AFFILIATE OF THE DEPOSITOR] shall pay the cost of any Rating Agencymailing by the successor Trustee or Securities Administrator.

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, the Seller and the Master 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 Trustee or securities administrator, as applicable, hereinSecurities Administrator. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial 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 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 additionDepositor, the Depositor Seller, the Master Servicer and the predecessor trustee Trustee or predecessor securities administratorSecurities 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 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. (b) . No successor trustee Trustee or successor Securities Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such appointment acceptance such successor trustee Trustee or successor Securities Administrator shall be eligible under the provisions of Section 6.05. (c) 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 Trustee or successor securities administratorSecurities Administrator, as applicable, as provided in this SectionSection 8.08, the predecessor trustee successor Trustee or predecessor securities administrator, as applicable, successor Securities Administrator shall mail notice of the succession of such trustee or securities administrator, as applicable, appointment hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register Register, to the Certificate Insurer and to any each Rating Agency.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee or successor securities administrator appointed as provided in Section 6.06 9.07 shall execute, acknowledge and deliver to the Depositor 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. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial 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 delivered to it for execution, properly executed and 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 Depositor and the predecessor trustee or predecessor securities administrator, as applicablepredecessor, shall execute and deliver such other instruments delivered to it for execution, 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. (b) . No successor trustee or successor securities administrator shall accept appointment as provided in this Section 9.08 unless at the time of such appointment acceptance such successor trustee shall be eligible under the provisions of Section 6.05. (c) 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 of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this SectionSection 9.08, the predecessor trustee or predecessor securities administrator, as applicable, Servicer shall mail notice of the succession of such trustee Trustee or securities administratorSecurities Administrator, as applicable, hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to any 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 or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the 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. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial AgreementsAgreement, to the extent permitted thereunder) or successor securities administrator, as applicable), 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 delivered to it for execution, properly executed and 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 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. 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. (b) No successor trustee or successor securities administrator shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee or successor securities administrator, as applicable, shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this SectionSection 6.07, the predecessor trustee or predecessor securities administrator, as applicable, 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 through the Rule 17g-5 Information Provider. The expenses of such mailing as well as any Rating Agencyother expenses relating to the removal, termination and replacement of a Trustee or the Securities Administrator shall be borne by the predecessor trustee or predecessor securities administrator, as applicable; provided, if such party has been removed without cause or such expenses are not recoverable from the predecessor party, such expenses will be borne by the Trust Fund.

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, the Seller and the Master 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 Trustee or securities administrator, as applicable, hereinSecurities Administrator. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial 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 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 additionDepositor, the Depositor Seller, the Master Servicer and the predecessor trustee Trustee or predecessor securities administratorSecurities 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 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. (b) . No successor trustee Trustee or successor Securities Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such appointment acceptance such successor trustee Trustee or successor Securities Administrator shall be eligible under the provisions of Section 6.05. (c) 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 Trustee or successor securities administratorSecurities Administrator, as applicable, as provided in this SectionSection 8.08, the predecessor trustee successor Trustee or predecessor securities administrator, as applicable, successor Securities Administrator shall mail notice of the succession appointment of such trustee a successor Trustee or securities administrator, as applicable, Securities Administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register Register, to the Certificate Insurer and to any each Rating Agency.

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 Master 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. The predecessor trustee or predecessor securities administratoradministrator shall after payment of its outstanding fees and expenses, as applicable, shall promptly deliver to the successor trustee (or assign to the Trustee its interest under the Custodial Agreements, to the extent permitted thereunder) or successor securities administrator, as applicable, administrator all Trustee Mortgage Files assets and documents and statements related to each Trustee Mortgage File records of the 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 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 Depositor Master Servicer and the predecessor trustee or predecessor securities administrator, as applicable, administrator shall execute and deliver all such other instruments delivered to it for execution, 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. (b) . No successor trustee or successor securities administrator shall accept appointment as provided in this Section unless at the time of such appointment acceptance such successor trustee or successor securities administrator shall be eligible under the provisions of Section 6.05. (c) 8.06. Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, administrator as provided in this Section, the predecessor trustee or predecessor Master Servicer (in the case of a successor trustee) and the Trustee (in the case of a successor securities administrator, as applicable, ) shall mail notice of the succession of such trustee or securities administrator, as applicable, administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register 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 any Rating Agencymail 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 9.08 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator an instrument accepting such appointment hereunder, and thereupon the . The resignation or removal of the predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall then become 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 Trustee or securities administrator, as applicable, Securities Administrator herein. The predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall after payment of its outstanding fees and expenses promptly deliver to the successor trustee (Trustee or assign to the Trustee its interest under the Custodial Agreements, to the extent permitted thereunder) or successor securities administratorSecurities Administrator, as applicable, all Trustee Mortgage Files assets and documents and statements related to each Trustee Mortgage File records of the Trust 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 Depositor and the predecessor trustee Trustee or predecessor securities administratorSecurities 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 for more 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. (b) No successor trustee Trustee or Securities Administrator shall accept appointment as provided in this Section 9.09 unless at the time of such appointment acceptance such successor trustee Trustee or Securities Administrator shall be eligible under the provisions of Section 6.059.06. (c) Upon acceptance of appointment by a successor trustee Trustee or successor securities administrator, as applicable, Securities Administrator as provided in this SectionSection 9.09, the predecessor trustee successor Trustee or predecessor securities administrator, as applicable, Securities Administrator shall mail notice of the succession of such trustee Trustee or securities administrator, as applicable, Securities Administrator hereunder to all Holders of Certificates Certificateholders at their addresses as shown in the Certificate Register and to the Rating Agencies and MBIA. The Company shall pay the cost of any Rating Agencymailing by the successor Trustee or Securities Administrator.

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, 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. The A 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 the each Custodial AgreementsAgreement, 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 Depositor Master Servicer 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. (b) No successor trustee or successor securities administrator shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee or successor securities administrator shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this Section, the predecessor trustee or predecessor securities administrator, as applicable, shall mail notice of the succession of such trustee or securities administrator, as applicable, the Certificate Insurer hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to any Rating Agency. The expenses of such mailing shall be borne by the predecessor trustee or predecessor securities administrator, as applicable.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee Trustee or successor securities administrator Securities Administrator appointed as provided in Section 6.06 9.08 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator an instrument accepting such appointment hereunder, and thereupon the . The resignation or removal of the predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall then become 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 Trustee or securities administrator, as applicable, Securities Administrator herein. The predecessor trustee Trustee or predecessor securities administratorSecurities Administrator shall, as applicable, shall after its receipt of payment in full of its outstanding fees and expenses promptly deliver to the successor trustee (Trustee or assign to the Trustee its interest under the Custodial Agreements, to the extent permitted thereunder) or successor securities administratorSecurities Administrator, as applicable, all Trustee Mortgage Files assets and documents and statements related to each Trustee Mortgage File records of the Trust 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 Depositor and the predecessor trustee Trustee or predecessor securities administratorSecurities 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 for more 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. (b) No successor trustee Trustee or Securities Administrator shall accept appointment as provided in this Section 9.07 unless at the time of such appointment acceptance such successor trustee Trustee or Securities Administrator shall be eligible under the provisions of Section 6.059.04. (c) Upon acceptance of appointment by a successor trustee Trustee or successor securities administrator, as applicable, Securities Administrator as provided in this SectionSection 9.07, the predecessor trustee successor Trustee or predecessor securities administrator, as applicable, Securities Administrator shall mail notice of the succession of such trustee Trustee or securities administrator, as applicable, Securities Administrator hereunder to all Holders of Certificates Certificateholders at their addresses as shown in the Certificate Register and to the Rating Agencies. The Company shall pay the cost of any Rating Agencymailing by the successor Trustee or Securities Administrator.

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, the Master Servicer, any NIMS 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. The A 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 the Custodial AgreementsAgreement, 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, 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 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 Depositor Master Servicer 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. (b) No successor trustee or successor securities administrator shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee or successor securities administrator shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this Section, the predecessor trustee or predecessor securities administrator, as applicable, 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 any Rating Agency. The expenses of such mailing shall be borne by the predecessor trustee or predecessor securities administrator, as applicable. (d) Upon the resignation or removal of the Securities Administrator pursuant to this Section 6.06, the Securities Administrator shall deliver the amounts held in its possession for the benefit of the Certificateholders to the successor securities administrator upon the appointment of the successor securities administrator.

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 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. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial AgreementsAgreement, 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 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 delivered to it for execution, properly executed and 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 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. (b) No successor trustee or successor securities administrator shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee or successor securities administrator, as applicable, shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this SectionSection 6.07, the predecessor trustee or predecessor securities administrator, as applicable, 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 any each Rating AgencyAgency through the Rule 17g-5 Information Provider. The expenses of such mailing shall be borne by the predecessor trustee or predecessor securities administrator, as applicable. (d) Any successor trustee appointed hereunder shall execute and file an amendment to the Certificate of Trust as required by the Delaware Statutory Trust Act.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee Trustee or successor securities administrator Securities Administrator appointed as provided in Section 6.06 9.08 shall execute, acknowledge and deliver to the Depositor Seller and to its predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator an instrument accepting such appointment hereunder, and thereupon the . The resignation or removal of the predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall then become 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 Trustee or securities administrator, as applicable, Securities Administrator herein. The predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall after payment of its outstanding fees and expenses promptly deliver to the successor trustee (Trustee or assign to the Trustee its interest under the Custodial Agreements, to the extent permitted thereunder) or successor securities administratorSecurities Administrator, as applicable, all Trustee Mortgage Files assets and documents and statements related to each Trustee Mortgage File records of the Trust 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 Depositor Seller and the predecessor trustee Trustee or predecessor securities administratorSecurities 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 for more 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. (b) No successor trustee Trustee or Securities Administrator shall accept appointment as provided in this Section 9.09 unless at the time of such appointment acceptance such successor trustee Trustee or Securities Administrator shall be eligible under the provisions of Section 6.059.06. (c) Upon acceptance of appointment by a successor trustee Trustee or successor securities administrator, as applicable, Securities Administrator as provided in this SectionSection 9.09, the predecessor trustee successor Trustee or predecessor securities administrator, as applicable, Securities Administrator shall mail notice of the succession of such trustee Trustee or securities administrator, as applicable, Securities Administrator hereunder to all Holders of Certificates Certificateholders at their addresses as shown in the Certificate Register and to any the Rating Agency. The Trust shall pay the cost of any mailing by the successor Trustee or Securities Administrator.

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, the Master Servicer, 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. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the each Custodial AgreementsAgreement, 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 Depositor Master Servicer 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. (b) No successor trustee or successor securities administrator, as applicable, shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee or successor securities administrator, as applicable, shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this Section, the predecessor trustee or predecessor securities administrator, as applicable, 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 any Rating Agency. The expenses of such mailing shall be borne by the Master Servicer.

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 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. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial 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 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 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. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this Section, the predecessor trustee or predecessor securities administrator, as applicable, 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 any Rating Agency. The expenses of such mailing shall be borne by the Master 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 Depositor, any NIMS Insurer, the Seller and the Master 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 Trustee or securities administrator, as applicable, hereinSecurities Administrator. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial 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 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 additionDepositor, the Depositor Seller, the Master Servicer and the predecessor trustee Trustee or predecessor securities administratorSecurities 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 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. (b) . No successor trustee Trustee or successor Securities Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such appointment acceptance such successor trustee Trustee or successor Securities Administrator shall be eligible under the provisions of Section 6.05. (c) 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 Trustee or successor securities administratorSecurities Administrator, as applicable, as provided in this SectionSection 8.08, the predecessor trustee successor Trustee or predecessor securities administrator, as applicable, successor Securities Administrator shall mail notice of the succession appointment of such trustee a successor Trustee or securities administrator, as applicable, Securities Administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register Register, to the Certificate Insurer and to any 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 Depositor, the Seller and the Master 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 Trustee or securities administrator, as applicable, hereinSecurities Administrator. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial 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 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 additionDepositor, the Depositor Seller, the Master Servicer and the predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall execute and deliver such other instruments delivered to it for execution, 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. (b) . No successor trustee Trustee or Securities Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such appointment acceptance such successor trustee Trustee or Securities Administrator shall be eligible under the provisions of Section 6.05. (c) 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 Trustee or successor securities administrator, as applicable, Securities Administrator as provided in this SectionSection 8.08, the predecessor trustee successor Trustee or predecessor securities administrator, as applicable, Securities Administrator shall mail notice of the succession appointment of such trustee a successor Trustee or securities administrator, as applicable, Securities Administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to any 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 9.08 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator an instrument accepting such appointment hereunder, and thereupon the . The resignation or removal of the predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall then become 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 Trustee or securities administrator, as applicable, Securities Administrator herein. The predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall after payment of its outstanding fees and expenses promptly deliver to the successor trustee (Trustee or assign to the Trustee its interest under the Custodial Agreements, to the extent permitted thereunder) or successor securities administratorSecurities Administrator, as applicable, all Trustee Mortgage Files assets and documents and statements related to each Trustee Mortgage File records of the Trust 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 Depositor and the predecessor trustee Trustee or predecessor securities administratorSecurities 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 for more 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. (b) No successor trustee Trustee or Securities Administrator shall accept appointment as provided in this Section 9.09 unless at the time of such appointment acceptance such successor trustee Trustee or Securities Administrator shall be eligible under the provisions of Section 6.059.06. (c) Upon acceptance of appointment by a successor trustee Trustee or successor securities administrator, as applicable, Securities Administrator as provided in this SectionSection 9.09, the predecessor trustee successor Trustee or predecessor securities administrator, as applicable, Securities Administrator shall mail notice of the succession of such trustee Trustee or securities administrator, as applicable, Securities Administrator hereunder to all Holders of Certificates Certificateholders at their addresses as shown in the Certificate Register and to the Rating Agencies. MLMCI shall pay the cost of any Rating Agencymailing by the successor Trustee or Securities Administrator.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee Trustee or successor securities administrator Securities Administrator appointed as provided in Section 6.06 9.08 shall execute, acknowledge and deliver to the Depositor Seller and to its predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator an instrument accepting such appointment hereunder, and thereupon the . The resignation or removal of the predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall then become 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 Trustee or securities administrator, as applicable, Securities Administrator herein. The predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall after payment of its outstanding fees and expenses promptly deliver to the successor trustee (Trustee or assign to the Trustee its interest under the Custodial Agreements, to the extent permitted thereunder) or successor securities administratorSecurities Administrator, as applicable, all Trustee Mortgage Files assets and documents and statements related to each Trustee Mortgage File records of the Trust 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 Depositor Seller and the predecessor trustee Trustee or predecessor securities administratorSecurities 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 for more 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. (b) No successor trustee Trustee or Securities Administrator shall accept appointment as provided in this Section 9.09 unless at the time of such appointment acceptance such successor trustee Trustee or Securities Administrator shall be eligible under the provisions of Section 6.059.06. (c) Upon acceptance of appointment by a successor trustee Trustee or successor securities administrator, as applicable, Securities Administrator as provided in this SectionSection 9.09, the predecessor trustee successor Trustee or predecessor securities administrator, as applicable, Securities Administrator shall mail notice of the succession of such trustee Trustee or securities administrator, as applicable, Securities Administrator hereunder to all Holders of Certificates Certificateholders at their addresses as shown in the Certificate Register and to the Rating Agencies. EMC shall pay the cost of any Rating Agency.mailing by the successor Trustee or Securities Administrator..

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee Trustee or successor securities administrator Securities Administrator appointed as provided in Section 6.06 10.08 shall execute, acknowledge and deliver to the Depositor Seller and to its predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator an instrument accepting such appointment hereunder, and thereupon the . The resignation or removal of the predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall then become 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 Trustee or securities administrator, as applicable, Securities Administrator herein. The predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall after payment of its outstanding fees and expenses promptly deliver to the successor trustee (Trustee or assign to the Trustee its interest under the Custodial Agreements, to the extent permitted thereunder) or successor securities administratorSecurities Administrator, as applicable, all Trustee Mortgage Files assets and documents and statements related to each Trustee Mortgage File records of the Trust 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 Depositor Seller and the predecessor trustee Trustee or predecessor securities administratorSecurities 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 for more 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. (b) No successor trustee Trustee or Securities Administrator shall accept appointment as provided in this Section 10.09 unless at the time of such appointment acceptance such successor trustee Trustee or Securities Administrator shall be eligible under the provisions of Section 6.0510.06. (c) Upon acceptance of appointment by a successor trustee Trustee or successor securities administrator, as applicable, Securities Administrator as provided in this SectionSection 10.09, the predecessor trustee successor Trustee or predecessor securities administrator, as applicable, Securities Administrator shall mail notice of the succession of such trustee Trustee or securities administrator, as applicable, Securities Administrator hereunder to all Holders of Certificates Certificateholders at their addresses as shown in the Certificate Register and to the Rating Agencies. EMC shall pay the cost of any Rating Agencymailing by the successor Trustee or Securities Administrator.

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 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. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial AgreementsAgreement, 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 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. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this SectionSection 6.07, the predecessor trustee or predecessor securities administrator, as applicable, 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 any each Rating AgencyAgency through the Rule 17g-5 Information Provider. The expenses of such mailing shall be borne by the Master Servicer.

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 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. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial 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 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 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. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this Section, the predecessor trustee or predecessor securities administrator, as applicable, Master 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 any Rating Agency. The costs of such mailing shall be borne by the Master Servicer. (d) Any successor securities administrator shall also either serve as auction administrator pursuant to Section 7.01(b) hereof or select an investment bank to act as auction administrator 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 7.07 shall execute, acknowledge and deliver to the Depositor Master 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. The predecessor trustee or predecessor securities administratoradministrator shall after payment of its outstanding fees and expenses, as applicable, shall promptly deliver to the successor trustee (or assign to the Trustee its interest under the Custodial Agreements, to the extent permitted thereunder) or successor securities administrator, as applicable, administrator all Trustee Mortgage Files assets and documents and statements related to each Trustee Mortgage File records of the 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 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 Depositor Master Servicer and the predecessor trustee or predecessor securities administrator, as applicable, administrator shall execute and deliver all such other instruments delivered to it for execution, 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. (b) . No successor trustee or successor securities administrator shall accept appointment as provided in this Section unless at the time of such appointment acceptance such successor trustee or successor securities administrator shall be eligible under the provisions of Section 6.05. (c) 7.06. Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, administrator as provided in this Section, the predecessor trustee or predecessor Master Servicer (in the case of a successor trustee) and the Trustee (in the case of a successor securities administrator, as applicable, ) shall mail notice of the succession of such trustee or securities administrator, as applicable, administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register 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 any Rating Agencymail 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 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. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial AgreementsAgreement, 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 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 delivered to it for execution, properly executed and 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 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. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this Section, the predecessor trustee or predecessor securities administrator, as applicable, 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 any Rating Agency.and

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee Trustee, Paying Agent or successor securities administrator Securities Administrator appointed as provided in Section 6.06 9.08 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee Trustee, Paying Agent or predecessor securities administratorSecurities Administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the . The resignation or removal of the predecessor trustee Trustee, Paying Agent or predecessor securities administrator, as applicable, Securities Administrator shall then become effective and such successor trustee Trustee, Paying Agent 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 109 effect as if originally named as trustee Trustee, Paying Agent or securities administrator, as applicable, Securities Administrator herein. The predecessor trustee Trustee, Paying Agent or predecessor securities administratorSecurities Administrator shall, as applicableafter its receipt of payment of its outstanding fees and expenses with respect hereunder, shall promptly deliver to the successor trustee (Trustee, Paying Agent or assign to the Trustee its interest under the Custodial Agreements, to the extent permitted thereunder) or successor securities administratorSecurities Administrator, as applicable, all Trustee Mortgage Files assets and documents and statements related to each Trustee Mortgage File records of the Trust 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 Depositor and the predecessor trustee Trustee, Paying Agent or predecessor securities administratorSecurities 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 for more fully and certainly vest vesting and confirm confirming in the successor trustee Trustee, Paying Agent or successor securities administratorSecurities Administrator, as applicable, all such rights, powers, duties and obligations. (b) No successor trustee Trustee, Paying Agent or Securities Administrator shall accept appointment as provided in this Section 9.09 unless at the time of such appointment acceptance such successor trustee Trustee, Paying Agent or Securities Administrator shall be eligible under the provisions of Section 6.059.06. (c) Upon acceptance of appointment by a successor trustee Trustee, Paying Agent or successor securities administrator, as applicable, Securities Administrator as provided in this SectionSection 9.09, the predecessor trustee successor Trustee, Paying Agent or predecessor securities administrator, as applicable, Securities Administrator shall mail notice of the succession of such trustee Trustee, Paying Agent or securities administrator, as applicable, Securities Administrator hereunder to all Holders of Certificates Certificateholders at their addresses as shown in the Certificate Register and to the Rating Agencies. EMC shall pay the cost of any Rating Agencysuch mailing by the successor Trustee, Paying Agent or Securities Administrator.

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 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. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial AgreementsAgreement, to the extent permitted thereunder) or successor securities administrator, as applicable, all Trustee Mortgage Files trustee mortgage files and documents and statements related to each Trustee 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 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 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. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.058.05. (c) Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this Section, the predecessor trustee or predecessor securities administrator, as applicable, 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 any 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 Depositor, the Master 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. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the each Custodial AgreementsAgreement, 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 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 delivered to it for execution, properly executed and 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 Depositor Master Servicer 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, applicable all such rights, powers, duties and obligations. (b) No successor trustee or securities administrator, as applicable, shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee or securities administrator, as applicable, shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this Section, the predecessor trustee or predecessor securities administrator, as applicable, Master Servicer shall mail notice of the succession of such trustee or securities administrator, as applicable, hereunder applicable and to all Holders of Certificates at their addresses as shown in the Certificate Register and to any the Rating AgencyAgencies. The expenses of such mailing shall be borne by the Master 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 and the Master 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 Trustee or securities administrator, as applicable, hereinSecurities Administrator. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial 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 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 additionDepositor, the Depositor Master Servicer and the predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall execute and deliver such other instruments delivered to it for execution, 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. (b) . No successor trustee Trustee or Securities Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such appointment acceptance such successor trustee Trustee or Securities Administrator shall be eligible under the provisions of Section 6.05. (c) 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 Trustee or successor securities administrator, as applicable, Securities Administrator as provided in this SectionSection 8.08, the predecessor trustee successor Trustee or predecessor securities administrator, as applicable, Securities Administrator shall mail notice of the succession appointment of such trustee a successor Trustee or securities administrator, as applicable, Securities Administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to any 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 Depositor, the Master 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. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the each Custodial AgreementsAgreement, 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 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 delivered to it for execution, properly executed and 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 Depositor Master Servicer 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, applicable all such rights, powers, duties and obligations. (b) No successor trustee or securities administrator, as applicable, shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee or securities administrator, as applicable, shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this Section, the predecessor trustee or predecessor securities administrator, as applicable, Master 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 any the Rating AgencyAgencies. The expenses of such mailing shall be borne by the Master 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 9.08 shall execute, acknowledge and deliver to the Depositor Seller and to its predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator an instrument accepting such appointment hereunder, and thereupon the . The resignation or removal of the predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall then become 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 Trustee or securities administrator, as applicable, Securities Administrator herein. The predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall after payment of its outstanding fees and expenses promptly deliver to the successor trustee (Trustee or assign to the Trustee its interest under the Custodial Agreements, to the extent permitted thereunder) or successor securities administratorSecurities Administrator, as applicable, all Trustee Mortgage Files assets and documents and statements related to each Trustee Mortgage File records of the Trust 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 Depositor Seller and the predecessor trustee Trustee or predecessor securities administratorSecurities 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 for more 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. (b) No successor trustee Trustee or Securities Administrator shall accept appointment as provided in this Section 9.09 unless at the time of such appointment acceptance such successor trustee Trustee or Securities Administrator shall be eligible under the provisions of Section 6.059.06. (c) Upon acceptance of appointment by a successor trustee Trustee or successor securities administrator, as applicable, Securities Administrator as provided in this SectionSection 9.09, the predecessor trustee successor Trustee or predecessor securities administrator, as applicable, Securities Administrator shall mail notice of the succession of such trustee Trustee or securities administrator, as applicable, Securities Administrator hereunder to all Holders of Certificates Certificateholders at their addresses as shown in the Certificate Register and to the Rating Agencies and MBIA. EMC shall pay the cost of any Rating Agencymailing by the successor Trustee or Securities Administrator.

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 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. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial AgreementsAgreement, 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 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 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. 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. (b) No successor trustee or successor securities administrator shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee or successor securities administrator, as applicable, shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this SectionSection 6.07, the predecessor trustee or predecessor securities administrator, as applicable, 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 any Rating Agency. The expenses of such mailing shall be borne by the predecessor trustee or predecessor securities administrator, as applicable; provided, if such party has been removed without cause, such expenses will be borne by 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 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. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial AgreementsCustody 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 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 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 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. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this Section, the predecessor trustee or predecessor securities administrator, as applicable, 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 any Rating Agency. The expenses of such mailing shall be borne by the Master Servicer.

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 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. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial AgreementsCustody 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 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 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 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. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this Section, the predecessor trustee or predecessor securities administrator, as applicable, 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 any Rating Agency. The expenses of such mailing shall be borne by the Master Servicer.

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 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. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial Agreementseach 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 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 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. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this Section, the predecessor trustee or predecessor securities administrator, as applicable, 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 any Rating Agency. The expenses of such mailing shall be borne by the Master Servicer. 113535 Sequoia 2004-7 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 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. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial AgreementsAgreement, 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 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. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this Section, the predecessor trustee or predecessor securities administrator, as applicable, 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 any Rating Agency.

Successor Trustee and Successor Securities Administrator. (a) Any successor trustee Trustee, Paying Agent or successor securities administrator Securities Administrator appointed as provided in Section 6.06 9.08 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee Trustee, Paying Agent or predecessor securities administratorSecurities Administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the . The resignation or removal of the predecessor trustee Trustee, Paying Agent or predecessor securities administrator, as applicable, Securities Administrator shall then become effective and such successor trustee Trustee, Paying Agent 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 121 effect as if originally named as trustee Trustee, Paying Agent or securities administrator, as applicable, Securities Administrator herein. The predecessor trustee Trustee, Paying Agent or predecessor securities administratorSecurities Administrator shall, as applicableafter its receipt of payment of its outstanding fees and expenses with respect hereunder, shall promptly deliver to the successor trustee (Trustee, Paying Agent or assign to the Trustee its interest under the Custodial Agreements, to the extent permitted thereunder) or successor securities administratorSecurities Administrator, as applicable, all Trustee Mortgage Files assets and documents and statements related to each Trustee Mortgage File records of the Trust 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 Depositor and the predecessor trustee Trustee, Paying Agent or predecessor securities administratorSecurities 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 for more fully and certainly vest vesting and confirm confirming in the successor trustee Trustee, Paying Agent or successor securities administratorSecurities Administrator, as applicable, all such rights, powers, duties and obligations. (b) No successor trustee Trustee, Paying Agent or Securities Administrator shall accept appointment as provided in this Section 9.09 unless at the time of such appointment acceptance such successor trustee Trustee, Paying Agent or Securities Administrator shall be eligible under the provisions of Section 6.059.06. (c) Upon acceptance of appointment by a successor trustee Trustee, Paying Agent or successor securities administrator, as applicable, Securities Administrator as provided in this SectionSection 9.09, the predecessor trustee successor Trustee, Paying Agent or predecessor securities administrator, as applicable, Securities Administrator shall mail notice of the succession of such trustee Trustee, Paying Agent or securities administrator, as applicable, Securities Administrator hereunder to all Holders of Certificates Certificateholders at their addresses as shown in the Certificate Register and to the Rating Agencies. EMC shall pay the cost of any Rating Agencysuch mailing by the successor Trustee, Paying Agent or Securities Administrator.

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 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. The predecessor trustee or predecessor securities administratoradministrator shall after payment of its outstanding fees and expenses, as applicable, shall promptly deliver to the successor trustee (or assign to the Trustee its interest under the Custodial Agreements, to the extent permitted thereunder) or successor securities administrator, as applicable, administrator all Trustee Mortgage Files assets and documents and statements related to each Trustee Mortgage File records of the 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 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 Depositor Master Servicer and the predecessor trustee or predecessor securities administrator, as applicable, administrator shall execute and deliver all such other instruments delivered to it for execution, 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. (b) . No successor trustee or successor securities administrator shall accept appointment as provided in this Section unless at the time of such appointment acceptance such successor trustee or successor securities administrator shall be eligible under the provisions of Section 6.05. (c) 8.06. Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, administrator as provided in this Section, the predecessor trustee or predecessor Master Servicer (in the case of a successor trustee) and the Trustee (in the case of a successor securities administrator, as applicable, ) shall mail notice of the succession of such trustee or securities administrator, as applicable, administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register 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 any Rating Agencymail 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 Trustee or successor securities administrator Securities Administrator appointed as provided in Section 6.06 9.08 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator an instrument accepting such appointment hereunder, and thereupon the . The resignation or removal of the predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall then become 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 Trustee or securities administrator, as applicable, Securities Administrator herein. The predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall after payment of its outstanding fees and expenses promptly deliver to the successor trustee (Trustee or assign to the Trustee its interest under the Custodial Agreements, to the extent permitted thereunder) or successor securities administratorSecurities Administrator, as applicable, all Trustee Mortgage Files assets and documents and statements related to each Trustee Mortgage File records of the Trust 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 Depositor and the predecessor trustee Trustee or predecessor securities administratorSecurities 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 for more 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. (b) No successor trustee Trustee or Securities Administrator shall accept appointment as provided in this Section 9.09 unless at the time of such appointment acceptance such successor trustee Trustee or Securities Administrator shall be eligible under the provisions of Section 6.059.06. (c) Upon acceptance of appointment by a successor trustee Trustee or successor securities administrator, as applicable, Securities Administrator as provided in this SectionSection 9.09, the predecessor trustee successor Trustee or predecessor securities administrator, as applicable, Securities Administrator 103 shall mail notice of the succession of such trustee Trustee or securities administrator, as applicable, Securities Administrator hereunder to all Holders of Certificates Certificateholders at their addresses as shown in the Certificate Register and to the Rating Agencies. The Company shall pay the cost of any Rating Agencymailing by the successor Trustee or Securities Administrator.

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 Master 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. The predecessor trustee or predecessor securities administratoradministrator shall after payment of its outstanding fees and expenses, as applicable, shall promptly deliver to the successor trustee (or assign to the Trustee its interest under the Custodial Agreements, to the extent permitted thereunder) or successor securities administrator, as applicable, administrator all Trustee Mortgage Files assets and documents and statements related to each Trustee Mortgage File records of the 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 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 Depositor Master Servicer and the predecessor trustee or predecessor securities administrator, as applicable, administrator shall execute and deliver all such other instruments delivered to it for execution, 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. (b) . 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 appointment acceptance such successor trustee or successor securities administrator shall be eligible under the provisions of Section 6.05. (c) 8.06. Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, administrator as provided in this Section, the predecessor trustee or predecessor Master Servicer (in the case of a successor trustee) and the Trustee (in the case of a successor securities administrator, as applicable, ) shall mail notice of the succession of such trustee or securities administrator, as applicable, administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register 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 any Rating Agencymail 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, any NIMS Insurer, the Seller and the Master 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 Trustee or securities administrator, as applicable, hereinSecurities Administrator. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial 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 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 additionDepositor, the Depositor Seller, the Master Servicer and the predecessor trustee Trustee or predecessor securities administratorSecurities 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 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. (b) . No successor trustee Trustee or successor Securities Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such appointment acceptance such successor trustee Trustee or successor Securities Administrator shall be eligible under the provisions of Section 6.05. (c) 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 Trustee or successor securities administratorSecurities Administrator, as applicable, as provided in this SectionSection 8.08, the predecessor trustee successor Trustee or predecessor securities administrator, as applicable, successor Securities Administrator shall mail notice of the succession appointment of such trustee a successor Trustee or securities administrator, as applicable, Securities Administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to any 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 Depositor, the Master 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. The A 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 the Custodial AgreementsAgreement, 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, 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 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 Depositor Master Servicer 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. (b) No successor trustee or successor securities administrator shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee or successor securities administrator shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this Section, the predecessor trustee or predecessor securities administrator, as applicable, 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 any Rating Agency. The expenses of such mailing shall be borne by the predecessor trustee or predecessor securities administrator, as applicable. (d) Upon the resignation or removal of the Securities Administrator pursuant to this Section 6.06, the Securities Administrator shall deliver the amounts held in its possession for the benefit of the Certificateholders to the successor securities administrator upon the appointment of the successor securities administrator.

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, the Master 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. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the each Custodial AgreementsAgreement, 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 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 delivered to it for execution, properly executed and 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 Depositor Master Servicer 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, applicable all such rights, powers, duties and obligations. (b) No successor trustee or securities administrator, as applicable, shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee or securities administrator, as applicable, shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this Section, the predecessor trustee or predecessor securities administrator, as applicable, Master Servicer shall mail notice of the succession of such trustee or securities administrator, as applicable, hereunder to the Class A4 Certificate Insurer and to all Holders of Certificates at their addresses as shown in the Certificate Register and to any the Rating AgencyAgencies. The expenses of such mailing shall be borne by the Master 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 Depositor, the Seller and the Master 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 Trustee or securities administrator, as applicable, hereinSecurities Administrator. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial 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 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 additionDepositor, the Depositor Seller, the Master Servicer and the predecessor trustee Trustee or predecessor securities administratorSecurities 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 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. (b) . No successor trustee Trustee or successor Securities Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such appointment acceptance such successor trustee Trustee or successor Securities Administrator shall be eligible under the provisions of Section 6.05. (c) 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 Trustee or successor securities administratorSecurities Administrator, as applicable, as provided in this SectionSection 8.08, the predecessor trustee successor Trustee or predecessor securities administrator, as applicable, successor Securities Administrator shall mail notice of the succession such appointment of such trustee a successor Trustee or securities administrator, as applicable, Securities Administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to any 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 Depositor, the Seller and the Master 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 Trustee or securities administrator, as applicable, hereinSecurities Administrator. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial 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 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 additionDepositor, the Depositor Seller, the Master Servicer and the predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall execute and deliver such other instruments delivered to it for execution, 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. (b) . No successor trustee Trustee or Securities Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such appointment acceptance such successor trustee Trustee or Securities Administrator shall be eligible under the provisions of Section 6.05. (c) 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 Trustee or successor securities administrator, as applicable, Securities Administrator as provided in this SectionSection 8.08, the predecessor trustee successor Trustee or predecessor securities administrator, as applicable, Securities Administrator shall mail notice of the succession appointment of such trustee a successor Trustee or securities administrator, as applicable, Securities Administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to any 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 and the Master 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 Trustee or securities administrator, as applicable, hereinSecurities Administrator. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial 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 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 additionDepositor, the Depositor Master Servicer and the predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall execute and deliver such other instruments delivered to it for execution, 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. (b) . No successor trustee Trustee or Securities Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such appointment acceptance such successor trustee Trustee or Securities Administrator shall be eligible under the provisions of Section 6.05. (c) 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 Trustee or successor securities administrator, as applicable, Securities Administrator as provided in this SectionSection 8.08, the predecessor trustee successor Trustee or predecessor securities administrator, as applicable, Securities Administrator shall mail notice of the succession appointment of such trustee a successor Trustee or securities administrator, as applicable, Securities Administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register Register, the Certificate Insurer and to any 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 5.07 shall execute, acknowledge and deliver to the Depositor Depositor, the Certificateholders and to its predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator an instrument accepting such appointment hereunder, and thereupon the . The resignation or removal of the predecessor trustee Trustee or predecessor securities administrator, as applicable, Securities Administrator shall then become 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 Trustee or securities administratorSecurities Administrator herein. The predecessor Trustee or Securities Administrator shall after payment of its outstanding fees and expenses promptly deliver to the successor Trustee or Securities Administrator, as applicable, herein. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial Agreements, to the extent permitted thereunder) or successor securities administrator, as applicable, all Trustee Mortgage Files Underlying Certificate and related 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 Depositor and the predecessor trustee Trustee or predecessor securities administratorSecurities 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 for more 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. (b) No successor trustee Trustee or Securities Administrator shall accept appointment as provided in this Section unless at the time of such appointment acceptance such successor trustee Trustee or Securities Administrator shall be eligible under the provisions of Section 6.055.06. (c) Upon acceptance of appointment by a successor trustee Trustee or successor securities administrator, as applicable, Securities Administrator as provided in this Section,, the predecessor trustee successor Trustee or predecessor securities administrator, as applicable, Securities Administrator shall mail notice of the succession of such trustee Trustee or securities administrator, as applicable, Securities Administrator hereunder to all Holders of Certificates Certificateholders at their addresses as shown in the Certificate Register and to any the Rating AgencyAgencies. The Depositor shall cause such notice to be mailed at the expense of the Depositor. (d) Notwithstanding anything in this Agreement or the Underlying Agreement to the contrary, in the event that the paying agent for the Underlying Series resigns or is terminated, the Securities Administrator (if it was such paying agent) shall resign as Securities Administrator under this Agreement and the Depositor may appoint the successor paying agent as the successor to the 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 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. The predecessor trustee or predecessor securities administrator, as applicable, shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial Agreementseach 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 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 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. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this Section, the predecessor trustee or predecessor securities administrator, as applicable, 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 any Rating Agency. The expenses of such mailing shall be borne by the Master Servicer.