Common use of Successor Trustee Clause in Contracts

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the Company, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06. (c) Upon acceptance of appointment by a successor trustee as provided in this Section, the Company shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Company fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 9.07 hereof shall execute, acknowledge and deliver to the Company Depositor and to its predecessor trustee an instrument accepting such appointment hereunder, hereunder and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee Depositor, upon receipt of all Mortgage Files and related documents and statements held by amounts due it hereunder (other than any Mortgage Files at the time held by a Custodianhereunder, which shall become the agent of any successor trustee hereunder), and the Company, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties duties, and obligations. (b) . No successor trustee shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06. (c) 9.06 hereof and its acceptance shall not adversely affect the then current rating of the Certificates. Upon acceptance of appointment by a successor trustee as provided in this SectionSection 9.08, the Company Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Company Depositor fails to mail such notice within 10 ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the CompanyDepositor.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Company Depositor and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the CompanyDepositor, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06. (c) Upon acceptance of appointment by a successor trustee as provided in this Section, the Company Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Company Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the CompanyDepositor.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Custodial Files and related documents and statements held by it hereunder (other than any Mortgage Custodial Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the Company, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06. (c) Upon acceptance of appointment by a successor trustee as provided in this Section, the Company shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Company fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 8.8 shall execute, acknowledge and deliver to the Company Servicer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective effective, and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver or cause to be delivered to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a the Custodian, which if it shall agree to become the agent of any successor trustee hereunder), and the Company, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. (b) . No successor trustee shall accept appointment as provided in this Section 8.9 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06. (c) 8.7. Upon acceptance of appointment by a successor trustee as provided in this SectionSection 8.9, the Company Servicer shall mail notice of the succession of such trustee hereunder to all Holders holders of Certificates at their addresses as shown in the Certificate RegisterRegister and to each Rating Agency. If the Company Servicer fails to mail such notice within 10 ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the CompanyServicer.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the Company, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06. (c) Upon acceptance of appointment by a successor trustee as provided in this Section, the Company shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Company fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 10.07 shall execute, acknowledge and deliver to the Company Depositor and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective effective, and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the CompanyDepositor, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. (b) . No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06. (c) 10.06. Prior to the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the rating of the Class A or Class M Certificates. Upon acceptance of appointment by a successor trustee as provided in this Section, the Company Servicer shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register, to the Servicer, any Sub-Servicer and to each Rating Agency. If the Company Depositor fails to mail such notice within 10 ten (10) days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the CompanyDepositor.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 10.07 shall execute, acknowledge and deliver to the Company Depositor and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective effective, and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the CompanyDepositor, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. (b) . No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06. (c) 10.06. Prior to the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the rating of the Class A or Class M Certificates. Upon acceptance of appointment by a successor trustee as provided in this Section, the Company Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register, to the Servicer, any Sub-Servicer and to each Rating Agency. If the Company Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the CompanyDepositor.

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

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Company Depositor and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trusteesuccessor, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the its successor trustee all Mortgage Files and related documents and statements statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the time held by a Custodian, if any, which Custodian shall become the agent of any successor trustee hereunder), and the Company, the Master Servicer Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. (b) . No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06. (c) 8.06 and the appointment of such successor shall not result in a downgrading of any Class of Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Company Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Company Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trusteesuccessor, the successor trustee shall cause such notice to be mailed at the expense of the CompanyDepositor.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Company Depositor and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee Trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the time held by a Custodiancustodian, which custodian shall become the agent of any successor trustee hereunder), and the Company, the Master Servicer Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. (b) . No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06. (c) 8.06 and the appointment of such successor trustee shall not result in a downgrading of any Class of Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Company Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Company Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the CompanyDepositor.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 9.07 shall execute, acknowledge and deliver to the Company Depositor and to its the predecessor trustee an instrument accepting such appointment hereunder, under the Trust Agreement and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunderthereunder, with the like effect as if originally named as trustee hereintherein. The predecessor trustee shall deliver to the successor trustee trustee, all Trustee Mortgage Loan Files and related documents and statements held by it hereunder (other than any Mortgage Files at under the time held by a Custodian, which shall become the agent of any successor trustee hereunder), Trust Agreement and the Company, the Master Servicer Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee trustee, 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 acceptance such successor trustee shall be eligible under the provisions of Section 8.06. (c) 9.06 hereof. Upon acceptance of appointment by a successor trustee as provided in this Section, the Company Depositor shall mail notice of the succession of such trustee hereunder under the Trust Agreement to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Company Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the CompanyDepositor. Notwithstanding anything to the contrary contained herein, the appointment of any successor Trustee pursuant to any provisions of this Agreement will be subject to the prior written consent of the Trustee, which consent will not be unreasonably withheld.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Company Depositor and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Custodial Files and related documents and statements held by it hereunder (other than any Mortgage Custodial Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the CompanyDepositor, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06. (c) Upon acceptance of appointment by a successor trustee as provided in this Section, the Company Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Company Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the CompanyDepositor.

Successor Trustee. (a) Any successor trustee Trustee appointed as provided in pursuant to Section 8.07 10.2 shall execute, acknowledge and deliver to the Company Administrator and to its predecessor trustee Trustee an instrument accepting such appointment hereunderunder this Agreement, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor hereunderunder this Agreement, with the like effect as if originally named as trustee hereinthe Trustee. The predecessor trustee Trustee shall upon payment of its fees and expenses deliver to the successor trustee Trustee all Mortgage Files and related documents and statements and monies held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), under this Agreement; and the Company, the Master Servicer Administrator and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties and obligations. (b) . No successor trustee Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of pursuant to Section 8.06. (c) 10.1. Upon acceptance of appointment by a successor trustee as provided in Trustee pursuant to this Section, the Company Administrator shall mail notice of the succession of such trustee hereunder appointment to all Holders of Certificates at their addresses as shown in Certificateholders, the Certificate RegisterIndenture Trustee, the Noteholders and the Rating Agencies. If the Company fails Administrator shall fail to mail such notice within 10 days after acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the CompanyAdministrator.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Company Master Servicer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall after payment of its outstanding fees and expenses, promptly deliver to the successor trustee all Mortgage Files assets and related documents and statements records of the Trust Fund held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the Company, the Master Servicer and the predecessor trustee shall execute and deliver all such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. (b) . No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06. (c) . Upon acceptance of appointment by a successor trustee as provided in this Section, the Company Master Servicer shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Company Master Servicer fails to mail such notice within 10 ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the CompanyMaster Servicer.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Company Depositor, the NIMS Insurer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and the Company, the Master Servicer Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. (b) . No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06. (c) 8.06 and the appointment of such successor trustee shall not result in a downgrading of any Class of Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Company Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Company Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the CompanyDepositor.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Company Depositor and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and the Company, the Master Servicer Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. (b) . No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06. (c) 8.06 and the appointment of such successor trustee shall not result in a downgrading of any Class of Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Company Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Company Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the CompanyDepositor.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Company Depositor, the NIMS Insurer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and the Company, the Master Servicer Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. (b) . No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06. (c) 8.06 and the appointment of such successor trustee shall not result in a downgrading of any Class of Certificates by each Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Company Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Company Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the CompanyDepositor.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Company Depositor, the Master Servicer, the Special Servicer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held on its behalf by a third-party Custodian, which Custodian shall become the agent of any the successor trustee hereundertrustee), and the CompanyDepositor, the Master Servicer, the Special Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for to more fully and certainly vesting vest and confirming confirm in the successor trustee all such rights, powers, duties and obligations, and to enable the successor trustee to perform its obligations hereunder. (b) No successor trustee shall accept appointment as provided in this Section 8.08, unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.068.06 and the Rating Agencies have provided confirmation pursuant to such Section. (c) Upon acceptance of appointment by a successor trustee as provided in this SectionSection 8.08, the Company such successor trustee shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If Depositor and the Company fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the CompanyCertificateholders.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 6.06 shall execute, acknowledge and deliver to the Company Depositor and to its predecessor trustee trustee, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee hereintrustee. The predecessor trustee shall deliver to the successor trustee all Trustee Mortgage Files and related documents and statements related to each Trustee Mortgage File held by it hereunder (other than any Mortgage Files at hereunder, and shall duly assign, transfer, deliver and pay over to the time held by a Custodian, which shall become the agent of any successor trustee hereunder)the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the Companyrecords or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer Depositor and the predecessor trustee shall execute and deliver such other instruments and do such other things as may reasonably be required for to more fully and certainly vesting vest and confirming confirm in the successor trustee 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 acceptance appointment such successor trustee shall be eligible under the provisions of Section 8.066.05. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this Section, the Company predecessor trustee shall mail notice of the succession of such successor trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate RegisterRegister and to any Rating Agency. If the Company fails to mail The expenses of such notice within 10 days after acceptance of appointment mailing shall be borne by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the CompanyDepositor.

Successor Trustee. (a) Any successor trustee Trustee appointed as provided in Section 8.07 11.07 shall execute, acknowledge and deliver to the Servicer, the Company and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee hereinTrustee. The predecessor trustee Trustee shall deliver or cause to be delivered to the successor trustee all Mortgage Trustee the Contracts, Contract Files and Land-and-Home Contract Files and any related documents and statements held by it hereunder (other than any Mortgage hereunder; and, if the Land-and-Home Contract Files at the time are then held by a Custodiancustodian pursuant to a custodial agreement, which shall become the agent of any successor trustee hereunder), predecessor Trustee and the Companycustodian shall amend such custodial agreement to make the successor Trustee the successor to the predecessor Trustee thereunder; and the Servicer, the Master Servicer Company and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties and obligations. (b) . No successor trustee Trustee shall accept appointment as provided in this Section 11.08 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 8.06. (c) 11.06. Upon acceptance of appointment by a successor trustee Trustee as provided in this SectionSection 11.08, the Company Servicer shall mail cause notice of the succession of such trustee Trustee hereunder to all Holders of Certificates be mailed to each Certificateholder and Class C Certificateholder at their addresses as shown in the Certificate Register. If the Company Servicer fails to mail such notice within 10 ten days after acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the CompanyServicer.

Successor Trustee. (a) Any successor trustee Trustee appointed as provided in pursuant to Section 8.07 10.2 shall execute, acknowledge and deliver to the Company Seller, the Administrator and to its predecessor trustee Trustee an instrument accepting such appointment hereunderunder this Agreement, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunderunder this Agreement, with the like effect as if originally named as trustee hereinthe Trustee. The predecessor trustee Trustee shall upon payment of its fees and expenses deliver to the successor trustee Trustee all Mortgage Files and related documents and statements and monies held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), under this Agreement; and the Company, the Master Servicer Seller and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties and obligations. (b) . No successor trustee Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of pursuant to Section 8.06. (c) 10.1. Upon acceptance of appointment by a successor trustee as provided in Trustee pursuant to this Section, the Company Seller shall mail (or shall cause to be mailed) notice of the succession successor of such trustee hereunder Trustee to all Holders the Certificateholder, Indenture Trustee, the Noteholders and each of Certificates at their addresses as shown in the Certificate RegisterRating Agencies. If the Company fails Seller shall fail to mail (or cause to be mailed) such notice within 10 days after acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the CompanySeller. Any successor Issuer Delaware Trustee appointed pursuant to this Section 10.3 shall promptly file an amendment to the Certificate of Trust with the Secretary of State of the State of Delaware identifying the name and the principal place of business of such successor Issuer Delaware Trustee in the State of Delaware.

Successor Trustee. (a) Any successor trustee Successor Trustee appointed as provided in Section 8.07 13.8 shall execute, acknowledge and deliver to the Company Depositor and to its predecessor trustee Trustee an instrument in a form acceptable to the Depositor accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trustee shall become effective and such successor trusteeSuccessor Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee Trustee herein. The predecessor trustee Trustee shall deliver to the successor trustee Successor Trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the Company, the Master Servicer Depositor and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Successor Trustee all such rights, powers, duties and obligationsobligations within thirty days of execution of such instrument. (b) No successor trustee Successor Trustee shall accept appointment as provided in this Section 13.9 unless at the time of such acceptance such successor trustee shall be Successor Trustee is eligible under the provisions of Section 8.0613.7 and makes in the instrument of acceptance delivered pursuant to clause (a) of this Section 13.9 the representations and warranties contained in Section 3.2 hereof. (c) Upon acceptance of appointment by a successor trustee Successor Trustee as provided in this SectionSection 13.9, such Successor Trustee shall provide prompt notice of its succession hereunder to the Depositor, and the Depositor shall file a Form 8-K with the SEC disclosing such succession. (d) Without the consent of a majority of the Holders of the Up-MACRO Holding Shares, voting by Up-MACRO Aggregate Par Amount, the Company shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Company fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice compensation to be mailed at paid to the expense of Successor Trustee may not be greater than the Companycompensation paid to the terminated Trustee hereunder.

Successor Trustee. (a) Any successor trustee Successor Trustee appointed as provided in Section 8.07 13.8 shall execute, acknowledge and deliver to the Company Depositor and to its predecessor trustee Trustee an instrument in a form acceptable to the Depositor accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trustee shall become effective and such successor trusteeSuccessor Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee Trustee herein. The predecessor trustee Trustee shall deliver to the successor trustee Successor Trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the Company, the Master Servicer Depositor and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Successor Trustee all such rights, powers, duties and obligationsobligations within thirty days of execution of such instrument. (b) No successor trustee Successor Trustee shall accept appointment as provided in this Section 13.9 unless at the time of such acceptance such successor trustee shall be Successor Trustee is eligible under the provisions of Section 8.0613.7 and makes in the instrument of acceptance delivered pursuant to clause (a) of this Section 13.9 the representations and warranties contained in Section 3.2 hereof. (c) Upon acceptance of appointment by a successor trustee Successor Trustee as provided in this SectionSection 13.9, such Successor Trustee shall provide prompt notice of its succession hereunder to the Depositor, and the Depositor shall file a Form 8-K with the SEC disclosing such succession. (d) Without the consent of a majority of the Holders of the Up-MACRO Tradeable Shares, voting by Aggregate Par Amount, the Company shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Company fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice compensation to be mailed at paid to the expense of Successor Trustee may not be greater than the Companycompensation paid to the terminated Trustee hereunder.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Company Depositor and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the time held by a Custodiancustodian, which custodian shall become the agent of any successor trustee hereunder), and the Company, the Master Servicer Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. (b) . No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06. (c) 8.06 and the appointment of such successor trustee shall not result in a downgrading of any Class of Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Company Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Company Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the CompanyDepositor.

Successor Trustee. (a) Any successor trustee Successor Trustee appointed as provided in Section 8.07 13.8 shall execute, acknowledge and deliver to the Company Depositor and to its predecessor trustee Trustee an instrument in a form acceptable to the Depositor accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trustee shall become effective and such successor trusteeSuccessor Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee Trustee herein. The predecessor trustee Trustee shall deliver to the successor trustee Successor Trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the Company, the Master Servicer Depositor and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Successor Trustee all such rights, powers, duties and obligationsobligations within thirty days of execution of such instrument. (b) No successor trustee Successor Trustee shall accept appointment as provided in this Section 13.9 unless at the time of such acceptance such successor trustee shall be Successor Trustee is eligible under the provisions of Section 8.0613.7 and makes in the instrument of acceptance delivered pursuant to clause (a) of this Section 13.9 the representations and warranties contained in Section 3.2 hereof. (c) Upon acceptance of appointment by a successor trustee Successor Trustee as provided in this SectionSection 13.9, such Successor Trustee shall provide prompt notice of its succession hereunder to the Depositor, and the Depositor shall file a Form 8-K with the SEC disclosing such succession. (d) Without the consent of a majority of the Holders of the Down-MACRO Holding Shares, voting by Down-MACRO Aggregate Par Amount, the Company shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Company fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice compensation to be mailed at paid to the expense of Successor Trustee may not be greater than the Companycompensation paid to the terminated Trustee hereunder.

Successor Trustee. (a) Any successor trustee appointed as provided in this Section 8.07 8.08 shall execute, acknowledge and deliver to the Company Depositor and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the CompanyDepositor, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06. (c) Upon acceptance of appointment by a successor trustee as provided in this Section, the Company Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Company Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the CompanyDepositor.

Successor Trustee. (a) Any successor trustee Successor Trustee appointed as provided in Section 8.07 13.8 shall execute, acknowledge and deliver to the Company Depositor and to its predecessor trustee Trustee an instrument in a form acceptable to the Depositor accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trustee shall become effective and such successor trusteeSuccessor Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee Trustee herein. The predecessor trustee Trustee shall deliver to the successor trustee Successor Trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the Company, the Master Servicer Depositor and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Successor Trustee all such rights, powers, duties and obligationsobligations within thirty days of execution of such instrument. (b) No successor trustee Successor Trustee shall accept appointment as provided in this Section 13.9 unless at the time of such acceptance such successor trustee shall be Successor Trustee is eligible under the provisions of Section 8.0613.7 and makes in the instrument of acceptance delivered pursuant to clause (a) of this Section 13.9 the representations and warranties contained in Section 3.2 hereof. (c) Upon acceptance of appointment by a successor trustee Successor Trustee as provided in this SectionSection 13.9, such Successor Trustee shall provide prompt notice of its succession hereunder to the Depositor, and the Depositor shall file a Form 8-K with the SEC disclosing such succession. (d) Without the consent of a majority of the Holders of the Down-MACRO Tradeable Shares, voting by Aggregate Par Amount, the Company shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Company fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice compensation to be mailed at paid to the expense of Successor Trustee may not be greater than the Companycompensation paid to the terminated Trustee hereunder.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Company Depositor and to its predecessor trustee trustee, the Servicers and the Seller an instrument accepting such appointment hereunder, hereunder and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the CompanyDepositor, the Master Servicer Servicers, the Seller and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties duties, and obligations. (b) . No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06. (c) 8.06 and its appointment shall not adversely affect the then current rating of the Certificates. Upon acceptance of appointment by a successor trustee as provided in this SectionSection 8.08, the Company Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in and the Certificate RegisterSwap Counterparty. If the Company Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the CompanyDepositor.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Company Depositor and to its the predecessor trustee an instrument accepting such appointment hereunder, under the Trust Agreement and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunderthereunder, with the like effect as if originally named as trustee hereintherein. The predecessor trustee shall deliver to the successor trustee trustee, all Trustee Mortgage Loan Files and related documents and statements held by it hereunder (other than any Mortgage Files at under the time held by a Custodian, which shall become the agent of any successor trustee hereunder), Trust Agreement and the Company, the Master Servicer Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee trustee, 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 acceptance such successor trustee shall be eligible under the provisions of Section 8.06. (c) 8.06 hereof. Upon acceptance of appointment by a successor trustee as provided in this Section, the Company Depositor shall mail notice of the succession of such trustee hereunder under the Trust Agreement to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Company Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the CompanyDepositor. Notwithstanding anything to the contrary contained herein, the appointment of any successor Trustee pursuant to any provisions of this Agreement will be subject to the prior written consent of the Trustee, which consent will not be unreasonably withheld.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all 100 the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the Company, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06. (c) Upon acceptance of appointment by a successor trustee as provided in this Section, the Company shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Company fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.

Successor Trustee. (a) Any successor trustee Successor Trustee appointed as provided in Section 8.07 13.8 shall execute, acknowledge and deliver to the Company Depositor and to its predecessor trustee Trustee an instrument in a form acceptable to the Depositor accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trustee shall become effective and such successor trusteeSuccessor Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee Trustee herein. The predecessor trustee Trustee shall deliver to the successor trustee Successor Trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the Company, the Master Servicer Depositor and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Successor Trustee all such rights, powers, duties and obligationsobligations within thirty days of execution of such instrument. (b) No successor trustee Successor Trustee shall accept appointment as provided in this Section 13.9 unless at the time of such acceptance such successor trustee shall be Successor Trustee is eligible under the provisions of Section 8.0613.7 and makes in the instrument of acceptance delivered pursuant to clause (a) of this Section 13.9 the representations and warranties contained in Section 3.2 hereof. (c) Upon acceptance of appointment by a successor trustee Successor Trustee as provided in this SectionSection 13.9, such Successor Trustee shall provide prompt notice of its succession hereunder to the Depositor, and the Depositor shall file a Form 8-K with the SEC disclosing such succession. (d) Without the consent of a majority of the Holders of the Up MacroShares, voting by Up Aggregate Par Amount, the Company shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Company fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice compensation to be mailed at paid to the expense of Successor Trustee may not be greater than the Companycompensation paid to the terminated Trustee hereunder.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Company and to Depositor, its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder, hereunder and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor In addition, if the Swap Contract is still outstanding, the Person appointed as successor trustee shall execute, acknowledge and deliver to the successor trustee all Mortgage Files predecessor trustee, CHL and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the Company, the Master Servicer and an instrument accepting the predecessor trustee shall execute and deliver such instruments and do such other things appointment as may reasonably be required for more fully and certainly vesting and confirming in successor Swap Contract Administrator under the successor trustee all such rights, powers, duties and obligations. (b) Swap Contract Administration Agreement. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06. (c) 8.06 hereof, is reasonably acceptable to the NIM Insurer, its appointment shall not adversely affect the then-current ratings of the Certificates 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. Upon acceptance of appointment by a successor trustee as provided in this SectionSection 8.08, the Company Depositor shall mail notice of the succession of such trustee hereunder to the NIM Insurer and all Holders of Certificates at their addresses as shown in the Certificate RegisterCertificates. If the Company Depositor fails to mail such notice within 10 ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the CompanyDepositor.

Successor Trustee. (a) Any successor trustee Trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Company Company, the Servicer and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, under the Pooling and Servicing Agreement and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee Trustee herein. The predecessor trustee Trustee shall deliver to the successor trustee Trustee all Mortgage Files related Asset Documents and related documents and statements held by it hereunder (other than any Mortgage Files at under the time held by a Custodian, which shall become the agent of any successor trustee hereunder), Pooling and Servicing Agreement and the Company, the Master Servicer and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as reasonably may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties and obligations. (b) . No successor trustee Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 8.06. (c) 8.06 hereof. Upon acceptance of appointment by a successor trustee Trustee as provided in this Section, the Company shall mail notice of the succession of such trustee hereunder Trustee under the Pooling and Servicing Agreement to all Holders of the Certificates at their addresses as shown in the Certificate Register. If the Company fails to mail such notice within 10 ten days after acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the Company.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Company Depositor, the NIMS Insurer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements to the extent held by it hereunder (other than any Mortgage Files at the time hereunder, as well as all moneys, held by a Custodian, which shall become the agent of any successor trustee it hereunder), and the Company, the Master Servicer Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. (b) . No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06. (c) 8.06 and the appointment of such successor trustee shall not result in a downgrading of any Class of Certificates by any Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee trustee, as provided in this Section, the Company Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Company Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the CompanyDepositor.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 12.07 shall execute, acknowledge and deliver to the Company Servicer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the Company, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. (b) . No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06. (c) 12.06. Upon acceptance of appointment by a successor trustee as provided in this Section, the Company Servicer shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Company Servicer fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the CompanyServicer.

Successor Trustee. (a) Any successor trustee Trustee appointed as provided in Section 8.07 11.07 shall execute, acknowledge and deliver to the Company Servicer, the Originator and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee hereinTrustee. The predecessor trustee Trustee shall deliver or cause to be delivered to the successor trustee all Mortgage Trustee the Contracts, Contract Files and Land-and-Home Contract Files and any related documents and statements held by it hereunder (other than any Mortgage hereunder; and, if the Land-and-Home Contract Files at the time are then held by a Custodiancustodian pursuant to a custodial agreement, which shall become the agent of any successor trustee hereunder), predecessor Trustee and the Companycustodian shall amend such custodial agreement to make the successor Trustee the successor to the predecessor Trustee thereunder; and the Servicer, the Master Servicer Originator and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties and obligations. (b) . No successor trustee Trustee shall accept appointment as provided in this Section 11.08 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 8.06. (c) 11.06. Upon acceptance of appointment by a successor trustee Trustee as provided in this SectionSection 11.08, the Company Servicer shall mail cause notice of the succession of such trustee Trustee hereunder to all Holders of Certificates be mailed to each Certificateholder at their addresses as shown in the Certificate Register. If the Company Servicer fails to mail such notice within 10 ten days after acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the CompanyServicer.

Successor Trustee. (a) Any successor trustee appointed as provided in this Section 8.07 8.08 shall execute, acknowledge and deliver to the Company Depositor and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the CompanyDepositor, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless (a) at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.068.06 and (b) such appointment of such successor trustee will not result in the reduction of the ratings on any class of the Certificates below the then-current ratings on such Certificates, as evidenced by a letter from each Rating Agency to such effect. (c) Upon acceptance of appointment by a successor trustee as provided in this Section, the Company Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Company Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the CompanyDepositor.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Company Depositor, the Master Servicer, the Special Servicer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held on its behalf by a Custodian, which Custodian shall become the agent of any the successor trustee hereundertrustee), and the CompanyDepositor, the Master Servicer, the Special Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for to more fully and certainly vesting vest and confirming confirm in the successor trustee all such rights, powers, duties and obligations, and to enable the successor trustee to perform its obligations hereunder. (b) No successor trustee shall accept appointment as provided in this Section 8.08, unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06. (c) Upon acceptance of appointment by a successor trustee as provided in this SectionSection 8.08, the Company such successor trustee shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If Depositor and the Company fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the CompanyCertificateholders.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Company Depositor and the Insurer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the CompanyDepositor, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06. (c) Upon acceptance of appointment by a successor trustee as provided in this Section, the Company Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Company Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the CompanyDepositor.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Company Depositor, the NIMS Insurer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements to the extent held by it hereunder, as well as all moneys, held by it hereunder (other than any Mortgage Files at the time held by a the Custodian, which Custodian shall become the agent of any successor trustee hereunder), and the Company, the Master Servicer Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. (b) . No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06. (c) 8.06 and the appointment of such successor trustee shall not result in a downgrading of any Class of Certificates by any Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee trustee, as provided in this Section, the Company Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Company Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the CompanyDepositor.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to Saxon, the Company Master Servicer and to its the predecessor trustee an instrument accepting such appointment hereunderunder the Trust Agreement, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunderthereunder, with the like effect as if originally named as trustee hereintherein. The predecessor trustee shall deliver deliver, or cause to be delivered, to the successor trustee all Trustee Mortgage Loan Files and related documents and statements held by it hereunder (other than any Mortgage Files at under the time held by a Custodian, which shall become the agent of any successor trustee hereunder)Trust Agreement, and the CompanySaxon, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. (b) . No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06. (c) 8.06 hereof. Upon acceptance of appointment by a successor trustee as provided in this Section, the Company Saxon shall mail notice of the succession of such trustee hereunder under the Trust Agreement to all Holders of Certificates Certificateholders at their addresses as shown in the Certificate Register. If the Company Saxon fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the CompanySaxon.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Company Depositor and the Certificate Insurer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the CompanyDepositor, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06. (c) Upon acceptance of appointment by a successor trustee as provided in this Section, the Company Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Company Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the CompanyDepositor.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 9.07 shall execute, acknowledge and deliver to the Company Master Servicer, the Certificate Insurer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all of the Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the Company, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. (b) . No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06. (c) 9.06. Upon acceptance of appointment by a successor trustee as provided in this Section, the Company Master Servicer shall mail notice of the succession of such trustee hereunder to the Certificate Insurer and all Holders of Certificates at their addresses as shown in the Certificate Register provided that the Master Servicer has received such Certificate Register. If the Company Master Servicer fails to mail such notice within 10 ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the CompanyMaster Servicer. Notwithstanding anything to the contrary contained herein, so long as no Certificate Insurer Default exists, the appointment of any successor trustee pursuant to any provision of this Agreement will be subject to the prior written consent of the Certificate Insurer.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 6.06 shall execute, acknowledge and deliver to the Company Depositor, the Master Servicer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements related to each Mortgage Files held by it hereunder (other than any Mortgage Files at hereunder, and shall duly assign, transfer, deliver and pay over to the time held by a Custodian, which shall become the agent of any successor trustee hereunder)the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the Companyrecord or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee shall execute and deliver such other instruments and do such other things as may reasonably be required for to more fully and certainly vesting vest and confirming confirm in the successor trustee 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 acceptance appointment such successor trustee shall be eligible under the provisions of Section 8.066.05. (c) Upon acceptance of appointment by a successor trustee as provided in this Section, the Company Master Servicer shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate RegisterRegister and to the Rating Agencies. If the Company fails to mail The expenses of such notice within 10 days after acceptance of appointment mailing shall be borne by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the CompanyMaster Servicer.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 10.07 shall execute, acknowledge and deliver to the Company Depositor and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective effective, and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the CompanyDepositor, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. (b) . No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06. (c) 10.06. Prior to the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the rating of the Class A or Class M Certificates. Upon acceptance of appointment by a successor trustee as provided in this Section, the Company Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register, to the Servicer, any Sub- Servicer and to each Rating Agency. If the Company Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the CompanyDepositor.

Successor Trustee. (a) Any successor trustee Successor Trustee appointed as provided in Section 8.07 13.8 shall execute, acknowledge and deliver to the Company Depositor and to its predecessor trustee Trustee an instrument in a form acceptable to the Depositor accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trustee shall become effective and such successor trusteeSuccessor Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee Trustee herein. The predecessor trustee Trustee shall deliver to the successor trustee Successor Trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the Company, the Master Servicer Depositor and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Successor Trustee all such rights, powers, duties and obligationsobligations within thirty days of execution of such instrument. (b) No successor trustee Successor Trustee shall accept appointment as provided in this Section 13.9 unless at the time of such acceptance such successor trustee shall be Successor Trustee is eligible under the provisions of Section 8.0613.7 and makes in the instrument of acceptance delivered pursuant to clause (a) of this Section 13.9 the representations and warranties contained in Section 3.2 hereof. (c) Upon acceptance of appointment by a successor trustee Successor Trustee as provided in this SectionSection 13.9, such Successor Trustee shall provide prompt notice of its succession hereunder to the Depositor, and the Depositor shall file a Form 8-K with the SEC disclosing such succession. (d) Without the consent of a majority of the Holders of the Down MacroShares, voting by Down Aggregate Par Amount, the Company shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Company fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice compensation to be mailed at paid to the expense of Successor Trustee may not be greater than the Companycompensation paid to the terminated Trustee hereunder.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 9.07 shall execute, acknowledge and deliver to the Company Depositor and to its the predecessor trustee an instrument accepting such appointment hereunder, under the Trust Agreement and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunderthereunder, with the like effect as if originally named as trustee hereintherein. The predecessor trustee shall deliver to the successor trustee trustee, all Trustee Mortgage Loan Files and related documents and statements held by it hereunder (other than any Mortgage Files at under the time held by a Custodian, which shall become the agent of any successor trustee hereunder), Trust Agreement and the Company, the Master Servicer Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee trustee, 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 acceptance such successor trustee shall be eligible under the provisions of Section 8.06. (c) 9.06 hereof. Upon acceptance of appointment by a successor trustee as provided in this Section, the Company Depositor shall mail notice of the succession of such trustee hereunder under the Trust Agreement to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Company Depositor fails to mail such notice within 10 ten (10) days after acceptance of appointment by the successor trustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the CompanyDepositor. Notwithstanding anything to the contrary contained herein, the appointment of any successor Trustee pursuant to any provisions of this Agreement will be subject to the prior written consent of the Trustee, which consent will not be unreasonably withheld.

Successor Trustee. (a) Any successor trustee Trustee appointed as provided in pursuant to Section 8.07 10.2 shall execute, acknowledge and deliver to the Company Depositor, the Administrator and to its predecessor trustee Trustee an instrument accepting such appointment hereunderunder this Agreement, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunderunder this Agreement, with the like effect as if originally named as trustee hereinthe Trustee. The predecessor trustee Trustee shall upon payment of its fees and expenses deliver to the successor trustee Trustee all Mortgage Files and related documents and statements and monies held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), under this Agreement; and the Company, the Master Servicer Depositor and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties and obligations. (b) . No successor trustee Trustee shall accept appointment as provided in this Section 10.3 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of pursuant to Section 8.06. (c) 10.1. Upon acceptance of appointment by a successor trustee as provided in Trustee pursuant to this SectionSection 10.3, the Company Depositor shall mail (or shall cause to be mailed) notice of the succession successor of such trustee hereunder Trustee to all Holders the Certificateholders, Indenture Trustee, the Noteholders and each of Certificates at their addresses as shown in the Certificate RegisterRating Agencies. If the Company fails Depositor shall fail to mail (or cause to be mailed) such notice within 10 days after acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the CompanyDepositor. Any successor Delaware Trustee appointed pursuant to this Section 10.3 shall promptly file an amendment to the Certificate of Trust with the Delaware Secretary of State identifying the name and principal place of business of such successor Delaware Trustee in the State of Delaware.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 9.07 shall execute, acknowledge and deliver to the Company Contract Seller and to its predecessor trustee trustee, with a copy to the Servicer, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and the appointment of such successor trustee shall become effective effective, and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the Company, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as reasonably may reasonably be required for to more fully and certainly vesting vest and confirming confirm in the successor trustee all such rights, powers, duties and obligations. (b) . No successor trustee shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06. (c) 9.06. Upon acceptance of appointment by a successor trustee as provided in this SectionSection 9.08, the Company Servicer shall mail notice of the succession of such trustee hereunder to all Holders of Certificates Certificateholders at their addresses as shown in the Certificate Register, to the Contract Seller and each Rating Agency. If the Company Servicer fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the CompanyContract Seller.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 5.07 shall execute, acknowledge and deliver to the Company Depositor, the Certificateholders and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and the appointment of such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files the Pooled Certificates and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the CompanyDepositor, the Master Servicer Trustee and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.065.06. (c) Upon acceptance of appointment by a successor trustee as provided in this Section, the Company Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates Certificateholders at their addresses as shown in the Certificate Register. If the Company Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the CompanyDepositor.

Successor Trustee. (a) Any successor trustee Trustee appointed as provided in Section 8.07 11.07 shall execute, acknowledge and deliver to the Servicer, the Company and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee hereinTrustee. The predecessor trustee Trustee shall deliver or cause to be delivered to the successor trustee all Mortgage Trustee the Contracts, Contract Files and Land-and-Home Contract Files and any related documents and statements held by it hereunder (other than any Mortgage hereunder; and, if the Land-and-Home Contract Files at the time are then held by a Custodiancustodian pursuant to a custodial agreement, which shall become the agent of any successor trustee hereunder), predecessor Trustee and the Companycustodian shall amend such custodial agreement to make the successor Trustee the successor to the predecessor Trustee thereunder; and the Servicer, the Master Servicer Company and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties and obligations. (b) . No successor trustee Trustee shall accept appointment as provided in this Section 11.08 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 8.06. (c) 11.06. Upon acceptance of appointment by a successor trustee Xxxxxxx as provided in this SectionSection 11.08, the Company Servicer shall mail cause notice of the succession of such trustee Trustee hereunder to all Holders of Certificates be mailed to each Certificateholder at their addresses as shown in the Certificate Register. If the Company Servicer fails to mail such notice within 10 ten days after acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the CompanyServicer.

Successor Trustee. (a) Any successor trustee Trustee appointed as provided in Section 8.07 9.07 shall execute, acknowledge and deliver to the Company Seller, the Servicer and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee hereinTrustee. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the CompanySeller, the Master Servicer and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties and obligations. (b) . No successor trustee Trustee shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 8.06. (c) 9.06. If a successor Trustee is to become the Successor Servicer hereunder, it shall be an Approved Servicer. If a successor Trustee is not to become the Successor Servicer hereunder, the entity then acting as Successor Servicer hereunder shall continue to act in such capacity until such time as an Approved Servicer has agreed to assume the role of Successor Servicer hereunder. Upon acceptance of appointment by a successor trustee Trustee as provided in this SectionSection 9.08, the Company Servicer shall mail notice of the succession of such trustee Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate RegisterRegister and to the Certificate Insurer and each Rating Agency. If the Company Servicer fails to mail such notice within 10 30 days after acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the CompanyServicer.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Company Depositor and the Trustee, and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the Company, the Master Servicer Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. (b) . No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06. (c) 8.06 and the appointment of such successor trustee shall not result in a downgrading of any Class of Certificates by the Rating Agency, as evidenced by a letter from the Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Company Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Company Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the CompanyDepositor.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Company Depositor and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder, hereunder and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee hereinin this Agreement. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the CompanyDepositor, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties duties, and obligations. (b) . No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06. (c) 8.06 hereof, is reasonably acceptable to the NIM Insurer, its appointment shall not adversely affect the then -current ratings of the Certificates 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. Upon acceptance of appointment by a successor trustee as provided in this SectionSection 8.08, the Company Depositor shall mail notice of the succession of such trustee hereunder to the NIM Insurer and all Holders of Certificates at their addresses as shown in the Certificate RegisterCertificates. If the Company Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the CompanyDepositor.

Successor Trustee. (a) Any successor trustee Trustee appointed as provided in Section 8.07 9.07 shall execute, acknowledge and deliver to the Company Seller, the Servicer and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee hereinTrustee. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the CompanyDepositor, the Master Seller, the Servicer and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties and obligations. (b) . No successor trustee Trustee shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 8.06. (c) 9.06. If a successor Trustee is to become the Successor Servicer hereunder, it shall be an Approved Servicer. If a successor Trustee is not to become the Successor Servicer hereunder, the entity then acting as Successor Servicer hereunder shall continue to act in such capacity until such time as an Approved Servicer has agreed to assume the role of Successor Servicer hereunder. Upon acceptance of appointment by a successor trustee Trustee as provided in this SectionSection 9.08, the Company Servicer shall mail notice of the succession of such trustee Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate RegisterRegister and to each Rating Agency. If the Company Servicer fails to mail such notice within 10 thirty (30) days after acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the CompanyServicer.

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

Successor Trustee. (a) Any successor trustee Trustee appointed as provided in pursuant to Section 8.07 10.02 shall execute, acknowledge and deliver to the Company Administrator and to its predecessor trustee Trustee an instrument accepting such appointment hereunderunder this Agreement, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunderunder this Agreement, with the like effect as if originally named as trustee hereinTrustee. The predecessor trustee Trustee shall upon payment of its fees and expenses deliver to the successor trustee Trustee all Mortgage Files documents, statements, moneys and related documents and statements properties held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), under this Agreement; and the Company, the Master Servicer Administrator and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties and obligations. (b) . No successor trustee Trustee shall accept such appointment as provided in this Section unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of pursuant to Section 8.06. (c) 10.01. Upon acceptance of appointment by a successor trustee as provided in Trustee pursuant to this Section, the Company Administrator shall mail notice of the succession successor of such trustee hereunder Trustee to all Holders the holder of Certificates at their addresses as shown in the Certificate RegisterExcess Distribution Certificate, the Indenture Trustee, the Noteholders, the Rating Agencies, the Swap Counterparties and the Cap Counterparty. If the Company fails Administrator shall fail to mail such notice within 10 days after acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the CompanyAdministrator.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files Underlying Agency Securities and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the Company, the Master Servicer Certificate Administrator and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06. (c) Upon acceptance of appointment by a successor trustee as provided in this Section, the Company shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Company fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.

Successor Trustee. (a) Any successor trustee Trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Company Depositor, the Servicer, the Certificate Insurer and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective effective, and such successor trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee hereinTrustee. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the CompanyDepositor, the Master Servicer and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties and obligations. (b) . No successor trustee Trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 8.06. (c) 8.06 and the appointment of such successor Trustee shall not result in a downgrading of any Class of the Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee Trustee as provided in this SectionSection 8.08, the Company successor Trustee shall mail notice of the succession appointment of such trustee a successor Trustee hereunder to all Holders of Certificates and the Certificate Insurer at their addresses as shown in the Certificate RegisterRegister and to each Rating Agency. If Notwithstanding anything to the Company fails to mail such notice within 10 days after acceptance of appointment by the successor trusteecontrary contained herein, so long as no Certificate Insurer Default exists, the appointment of any successor trustee shall cause such notice Trustee pursuant to any provision of this Agreement will be mailed at subject to the expense prior written consent of the CompanyCertificate Insurer.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Company Depositor, the Master Servicer, the Special Servicer and to its predecessor trustee trustee, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held on its behalf by a third-party Custodian, which Custodian shall become the agent of any the successor trustee hereundertrustee), and the CompanyDepositor, the Master Servicer, the Special Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for to more fully and certainly vesting vest and confirming confirm in the successor trustee all such rights, powers, duties and obligations, and to enable the successor trustee to perform its obligations hereunder. (b) No successor trustee shall accept appointment as provided in this Section 8.08, unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.068.06 and the Rating Agencies have provided confirmation pursuant to such Section. (c) Upon acceptance of appointment by a successor trustee as provided in this SectionSection 8.08, the Company such successor trustee shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Company fails to mail such notice within 10 days after acceptance of appointment by the successor trusteeDepositor, the successor trustee shall cause such notice to be mailed at the expense of the CompanyCertificateholders and each Non-Trust Noteholder.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 8.8 shall execute, acknowledge and deliver to the Company Servicer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective effective, and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver or cause to be delivered to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a the Custodian, which if it shall agree to become the agent of any successor trustee hereunder), and the Company, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. (b) . No successor trustee shall accept appointment as provided in this Section 8.9 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06. (c) 8.7. Upon acceptance of appointment by a successor trustee as provided in this SectionSection 8.9, the Company Servicer shall mail notice of the succession of such trustee hereunder to all Holders holders of Certificates at their addresses as shown in the Certificate RegisterRegister and to the Rating Agency. If the Company Servicer fails to mail such notice within 10 ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the CompanyServicer.

Successor Trustee. (a) Any successor trustee Trustee appointed as provided in pursuant to Section 8.07 10.11 shall execute, acknowledge acknowledge, and deliver to the Company Servicer and to its predecessor trustee Trustee an instrument accepting such appointment hereunderunder this Agreement, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee Trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor hereunderunder this Agreement, with the like effect as if originally named as trustee hereinTrustee. The predecessor trustee Trustee shall deliver to the successor trustee Trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder)under this Agreement, and the Company, the Master Servicer and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties duties, and obligations. (b) No successor trustee shall accept appointment as provided in this Section 10.12 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of pursuant to Section 8.0610.10. (c) Upon acceptance of appointment by a successor trustee as provided in pursuant to this SectionSection 10.12, the Company Servicer shall mail notice of such acceptance by the succession of such successor trustee hereunder under this Agreement to all Holders of Certificates Certificateholders at their respective addresses as shown in of record and to the Certificate RegisterRating Agencies. If the Company fails Servicer shall fail to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the CompanyServicer. No Trustee hereunder shall be liable for the acts or omissions of any successor trustee.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Company Master Servicer and the Depositor and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall after payment of its outstanding fees and expenses, promptly deliver to the successor trustee all Mortgage Files assets and related documents and statements records of the Trust Fund held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the Company, the Master Servicer and the predecessor trustee shall execute and deliver all such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. (b) . No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06. (c) . Upon acceptance of appointment by a successor trustee as provided in this Section, the Company successor trustee shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Company Master Servicer fails to mail such notice within 10 ten days after acceptance of appointment by the successor trustee, the trustee such successor trustee shall cause such notice to be mailed at the expense of the Master Servicer or the Company, as the case may be.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Company Depositor, the Master Servicer, the Special Servicer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held on its behalf by a third-party Custodian, which Custodian shall become the agent of any the successor trustee hereundertrustee), and the CompanyDepositor, the Master Servicer, the Special Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for to more fully and certainly vesting vest and confirming confirm in the successor trustee all such rights, powers, duties and obligations, and to enable the successor trustee to perform its obligations hereunder. (b) No successor trustee shall accept appointment as provided in this Section 8.08, unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.068.06 and the Rating Agencies have provided confirmation pursuant to such Section. (c) Upon acceptance of appointment by a successor trustee as provided in this SectionSection 8.08, the Company such successor trustee shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If Depositor and the Company fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the CompanyCertificateholders.

Successor Trustee. (a) Any successor trustee Trustee appointed as provided in pursuant to Section 8.07 10.2 shall execute, acknowledge and deliver to the Company Depositor, the Administrator and to its predecessor trustee Trustee an instrument accepting such appointment hereunderunder this Agreement, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunderunder this Agreement, with the like effect as if originally named as trustee hereinthe Trustee. The predecessor trustee Trustee shall upon payment of its fees and expenses deliver to the successor trustee Trustee all Mortgage Files and related documents and statements and monies held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), under this Agreement; and the Company, the Master Servicer Depositor and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties and obligations. (b) . No successor trustee Trustee shall accept appointment as provided in this Section 10.3 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of pursuant to Section 8.06. (c) 10.1. Upon acceptance of appointment by a successor trustee as provided in Trustee pursuant to this SectionSection 10.3, the Company Depositor shall mail (or shall cause to be mailed) notice of the succession successor of such trustee hereunder Trustee to all Holders the Certificateholders, Indenture Trustee, the Noteholders and each of Certificates at their addresses as shown in the Certificate RegisterRating Agencies. If the Company fails Depositor shall fail to mail (or cause to be mailed) such notice within 10 ten (10) days after acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the CompanyDepositor. Any successor Delaware Trustee appointed pursuant to this Section 10.3 shall promptly file an amendment to the Certificate of Trust with the Delaware Secretary of State identifying the name and principal place of business of such successor Delaware Trustee in the State of Delaware.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 11.07 hereof shall execute, acknowledge and deliver to the Company Transferor, the Servicer and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee Trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee Trustee herein. The predecessor trustee Trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the CompanyTransferor, the Master Servicer and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section 11.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.0611.06 hereof and shall be an Eligible Servicer, and, if Standard & Poor’s is then a Rating Agency, unless Standard & Poor’s shall have consented to such appointment. (c) Upon acceptance of appointment by a successor trustee as provided in this SectionSection 11.08, the Company such successor trustee shall mail notice of the such succession of such trustee hereunder to Fitch and to all Holders of Certificates Certificateholders at their addresses as shown in the Certificate Register. If the Company fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Company Depositor and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trusteesuccessor, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the its successor trustee all Mortgage Files and related documents and statements statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the time held by a Custodian, if any, which Custodian shall become the agent of any successor trustee hereunder), and the Company, the Master Servicer Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. (b) . No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06. (c) 8.06 and the appointment of such successor shall not result in a downgrading of any Class of Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Company Depositor shall mail notice of the succession of such trustee hereunder to FSA and all Holders of Certificates at their addresses as shown in the Certificate Register. If the Company Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trusteesuccessor, the successor trustee shall cause such notice to be mailed at the expense of the CompanyDepositor.

Successor Trustee. (a) Any successor trustee Trustee and any successor Fiscal Agent appointed as provided in Section 8.07 8.7 shall execute, acknowledge and deliver to the Company Depositor and to its the predecessor trustee an instrument Trustee and predecessor Fiscal Agent, as the case may be, instruments accepting such their appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee and predecessor Fiscal Agent shall become effective and such successor trustee shall become effective Trustee and such successor trusteeFiscal Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee Trustee herein, provided that each Rating Agency shall have confirmed in writing that the appointment of such successor Trustee and successor Fiscal Agent shall not result, in and of itself, in a downgrading, withdrawal or qualification of the rating then assigned by such Rating Agency to any Class of the Certificates. The predecessor trustee Trustee shall deliver to the successor trustee Trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the CompanyDepositor, the Master Servicer predecessor Trustee and the predecessor trustee Fiscal Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee and successor Fiscal Agent all such rights, powers, duties and obligations. (b) . No successor trustee Trustee or successor Fiscal Agent shall accept appointment as provided in this Section 8.8 unless at the time of such 144 acceptance such successor trustee Trustee or successor Fiscal Agent shall be eligible under the provisions of Section 8.06. (c) 8.6. Upon acceptance of appointment by a successor trustee Trustee or successor Fiscal Agent as provided in this SectionSection 8.8, the Company successor Trustee shall mail notice of the succession of such trustee Trustee and Fiscal Agent hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Company fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Company Depositor and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder, hereunder and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the CompanyDepositor, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties duties, and obligations. (b) . In addition, if any Corridor Contract is still outstanding, the Person appointed as successor trustee shall execute, acknowledge and deliver to the predecessor trustee, Countrywide and the Master Servicer an instrument accepting the appointment as successor Corridor Contract Administrator under the Corridor Contract Administration Agreement. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06. (c) 8.06 hereof and its appointment shall not adversely affect the then current rating of the Certificates. Upon acceptance of appointment by a successor trustee as provided in this SectionSection 8.08, the Company Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate RegisterCertificates. If the Company Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the CompanyDepositor.

Successor Trustee. (a) Any successor trustee Trustee appointed as provided in Section 8.07 9.07 shall execute, acknowledge and deliver to the Company Seller, the Servicer and to its predecessor trustee Trustee and the Certificate Insurer an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee hereinTrustee. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the CompanySeller, the Master Servicer and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties and obligations. (b) . No successor trustee Trustee shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 8.06. (c) 9.06. Upon acceptance of appointment by a successor trustee Trustee as provided in this SectionSection 9.08, the Company Servicer shall mail notice of the succession of such trustee Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate RegisterRegister and to each Rating Agency. If the Company Servicer fails to mail such notice within 10 30 days after acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the CompanyServicer. Notwithstanding anything to the contrary contained herein, so long as no Certificate Insurer Default exists, the appointment of any successor Trustee pursuant to any provision of this Agreement will be subject to the prior written consent of the Certificate Insurer, which consent shall not be unreasonably withheld.

Successor Trustee. (a) Any successor trustee Successor Trustee appointed as provided in Section 8.07 13.8 shall execute, acknowledge and deliver to the Company Depositor and to its predecessor trustee Trustee an instrument in a form acceptable to the Depositor accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trustee shall become effective and such successor trusteeSuccessor Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee Trustee herein. The predecessor trustee Trustee shall deliver to the successor trustee Successor Trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the Company, the Master Servicer Depositor and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Successor Trustee all such rights, powers, duties and obligationsobligations within thirty days of execution of such instrument. (b) No successor trustee Successor Trustee shall accept appointment as provided in this Section 13.9 unless at the time of such acceptance such successor trustee shall be Successor Trustee is eligible under the provisions of Section 8.0613.7. (c) Upon acceptance of appointment by a successor trustee Successor Trustee as provided in this SectionSection 13.9, such Successor Trustee shall provide prompt notice of its succession hereunder to the Depositor, and the Depositor shall file a Form 8-K indicating such change. (d) Without the consent of 66 and 2/3% of the Holders of the Up-MACRO Holding Shares, voting by Up-MACRO Aggregate Par Amount, the Company shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Company fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice compensation to be mailed at paid to the expense of Successor Trustee may not be greater than the Companycompensation paid to the terminated Trustee hereunder.

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

Successor Trustee. (a) Any successor trustee Trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to OMI, the Company Servicer and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, under the Pooling and Servicing Agreement and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee Trustee herein. The predecessor trustee Trustee shall deliver to the successor trustee Trustee all Mortgage Files related Asset Documents and related documents and statements held by it hereunder (other than any Mortgage Files at under the time held by a Custodian, which shall become the agent of any successor trustee hereunder), Pooling and the CompanyServicing Agreement and OMI, the Master Servicer and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as reasonably may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties and obligations. (b) . No successor trustee Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 8.06. (c) 8.06 hereof. Upon acceptance of appointment by a successor trustee Trustee as provided in this Section, the Company OMI shall mail notice of the succession of such trustee hereunder Trustee under the Pooling and Servicing Agreement to all Holders of the Certificates at their addresses as shown in the Certificate Register. If the Company OMI fails to mail such notice within 10 ten days after acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the CompanyOMI.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 11.07 hereof shall execute, acknowledge and deliver to the Company Transferor and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee Trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee Trustee herein. The predecessor trustee Trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the Company, the Master Servicer Transferor and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section 11.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.0611.06 hereof and shall be an Eligible Servicer, and, if Standard & Poor’s is then a Rating Agency, unless Standard & Poor’s shall have consented to such appointment. (c) Upon acceptance of appointment by a successor trustee as provided in this SectionSection 11.08, the Company such successor trustee shall mail notice of the such succession of such trustee hereunder to all Holders of Certificates Certificateholders at their addresses as shown in the Certificate Register. If the Company fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.

Successor Trustee. (a) Any successor trustee appointed as provided The Trustee may resign and be ----------------- discharged from its duties hereunder at any time by giving notice in Section 8.07 shall execute, acknowledge and deliver writing of such resignation to the Company and each Executive specifying a date (not less than thirty (30) days after the giving of such notice) when such resignation shall take effect. Promptly after such notice, the Company (or, if a Change in Control shall previously have occurred, Executive(s) having at least 65% percent of all amounts then held in the Trust credited to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee their accounts shall become effective and such successor trustee shall become effective and such appoint a successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the Company, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06. (c) Upon acceptance of appointment by a successor trustee as provided in this Section, the Company shall mail notice of the succession of such trustee to become Trustee hereunder to all Holders of Certificates at their addresses as shown upon the resignation date specified in the Certificate Registersuch notice. If the Company fails to mail appoint a successor trustee or if such notice Executive(s) are unable to so agree upon a successor trustee within 10 thirty (30) days after acceptance of appointment by the successor trusteesuch notice, the successor trustee Trustee shall cause such notice to be mailed entitled, at the expense of the Company, to petition a United States District Court or any of the courts of the State of New York having jurisdiction to appoint its successor. The Trustee shall continue to serve until its successor accepts the trust and receives delivery of the Trust Corpus. The Company (or, if a Change in Control shall previously have occurred, Executive(s) having at least 65% percent of all amounts then held in the Trust credited to their accounts) may at any time substitute a new trustee by giving fifteen (15) days notice thereof to the Trustee then acting. In the event of such removal or resignation, the Trustee shall duly file with the Company and, on and after a Change in Control, the Executives a written statement or statements of accounts and proceedings as provided in Section 5.01(c) hereof for the period since the last previous annual accounting of the Trust, and if written objection to such account is not filed as provided in Section 5.01(c) hereof, the Trustee shall to the maximum extent permitted by applicable law be forever released and discharged from all liability and accountability with respect to the propriety of its acts and transactions shown in such account. The Trustee and any successor thereto appointed hereunder shall be a commercial bank which is not an affiliate of the Company, but which is a national banking association or established under the laws of one of the states of the United States, and which has equity in excess of $100 million.

Successor Trustee. (a) Any successor trustee Trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Company Depositor and the Seller and to its predecessor trustee Trustee (i) an instrument accepting such appointment hereunderhereunder and (ii) the certification required pursuant to the first sentence of Section 8.02(b) hereof, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective effective, and such successor trustee shall become effective and such successor trustee, Trustee without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee hereinTrustee. The predecessor trustee shall deliver to Depositor, the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder)Seller, and the Company, the Master Servicer and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee, as applicable, all such rights, powers, duties and obligations. (b) . No successor trustee Trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 8.06. (c) 8.06 hereof and the appointment of such successor Trustee 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 as provided in this SectionSection 8.08, the Company successor Trustee shall mail notice of the succession of such trustee appointment hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If , to the Company fails Certificate Insurer and to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Companyeach Rating Agency.

Successor Trustee. (a) Any successor trustee Trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Company Depositor, the Master Servicer and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, under the Pooling and Servicing Agreement and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee Trustee herein. The predecessor trustee Trustee shall deliver to the successor trustee Trustee all Mortgage Files related Asset Documents and related documents and statements held by it hereunder (other than any Mortgage Files at under the time held by a Custodian, which shall become the agent of any successor trustee hereunder), Pooling and Servicing Agreement and the CompanyDepositor, the Master Servicer and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as reasonably may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties and obligations. (b) . No successor trustee Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 8.06. (c) 8.06 hereof. Upon acceptance of appointment by a successor trustee Trustee as provided in this Section, the Company Depositor shall mail notice of the succession of such trustee hereunder Trustee under the Pooling and Servicing Agreement to all Holders of the Certificates at their addresses as shown in the Certificate Register. If the Company Depositor fails to mail such notice within 10 ten days after acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the CompanyDepositor.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Company Depositor and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trusteesuccessor, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the its successor trustee all Mortgage Files and related documents and statements statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the time held by a Custodian, if any, which Custodian shall become the agent of any successor trustee hereunder), and the Company, the Master Servicer Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. (b) . No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06. (c) 8.06 and the appointment of such successor shall not result in a downgrading of any Class of Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Company Depositor shall mail notice of the succession of such trustee hereunder to CIFG and all Holders of Certificates at their addresses as shown in the Certificate Register. If the Company Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trusteesuccessor, the successor trustee shall cause such notice to be mailed at the expense of the CompanyDepositor.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 5.06 shall execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files the Underlying Certificate and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the Company, the Master Servicer Certificate Administrator and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.065.05. (c) Upon acceptance of appointment by a successor trustee as provided in this Section, the Company shall mail notice of the succession of such trustee hereunder to all Holders of Trust Certificates at their addresses as shown in the Certificate Register. If the Company fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Company Depositor and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the CompanyDepositor, the Master Servicer Servicers and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06. (c) Upon acceptance of appointment by a successor trustee as provided in this Section, the Company Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Company Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the CompanyDepositor.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Company Master Servicer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee Trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files Files, related documents, statements and related documents and statements all other property held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the Company, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. (b) . No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance appointment such successor trustee shall be eligible under the provisions of Section 8.06. (c) . Upon acceptance of appointment by a successor trustee as provided in this SectionSection 8.08, the Company Master Servicer shall mail notice of the succession of such trustee hereunder to (i) all Holders of Certificates Certificateholders at their addresses as shown in the Certificate Register, (ii) the Rating Agencies and (iii) the Certificate Insurer. If the Company Master Servicer fails to mail such notice within 10 ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Companymailed.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trustee, trustee without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee hereintrustee. The predecessor trustee shall deliver to the successor trustee all Mortgage Custodial Files and related documents and statements held by it hereunder (other than any Mortgage Custodial Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the Company, the Master Servicer and the Servicer, predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06. (c) Upon acceptance of appointment by a successor trustee as provided in this Section, the Company shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Company fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.

Successor Trustee. (a) Any successor trustee Trustee appointed as provided in Section 8.07 9.07 shall execute, acknowledge and deliver to the Company Seller, the Servicer and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee hereinTrustee. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the CompanyDepositor, the Master Seller, the Servicer and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties and obligations. (b) . No successor trustee Trustee shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 8.06. (c) 9.06. If a successor Trustee is to become the Successor Servicer hereunder, it shall be an Approved Servicer. If a successor Trustee is not to become the Successor Servicer hereunder, the entity then acting as Successor Servicer hereunder shall continue to act in such capacity until such time as an Approved Servicer has agreed to assume the role of Successor Servicer hereunder. Upon acceptance of appointment by a successor trustee Trustee as provided in this SectionSection 9.08, the Company Servicer shall mail notice of the succession of such trustee Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register, to the Certificate Insurer and to each Rating Agency. If the Company Servicer fails to mail such notice within 10 thirty (30) days after acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the CompanyServicer.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 8.08 shall be reasonable to the NIM Insurer and shall execute, acknowledge and deliver to the Company Depositor and to its predecessor trustee an instrument accepting such appointment hereunder, hereunder and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the Company, the Master Servicer Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties duties, and obligations. (b) . No successor trustee shall accept appointment as provided in this Section 8.09 unless at the time of such acceptance such its acceptance, the successor trustee shall be is eligible under Section 8.07 and its appointment does not adversely affect the provisions then current rating of Section 8.06. (c) the Certificates 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. Upon acceptance of appointment by a successor trustee as provided in this SectionSection 8.09, the Company Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in Certificates, the Certificate RegisterNIM Insurer and the Custodians. If the Company Depositor fails to mail such notice within 10 ten (10) days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the CompanyDepositor.

Successor Trustee. (a) Any successor trustee Trustee appointed as provided in Section 8.07 9.07 shall execute, acknowledge and deliver to the Company Seller, the Servicer and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee hereinTrustee. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the CompanyDepositor, the Master Seller, the Servicer and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties and obligations. (b) . No successor trustee Trustee shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 8.06. (c) 9.06. If a successor Trustee is to become the Successor Servicer hereunder, it shall be an Approved Servicer. If a successor Trustee is not to become the Successor Servicer hereunder, the entity then acting as Successor Servicer hereunder shall continue to act in such capacity until such time as an Approved Servicer has agreed to assume the role of Successor Servicer hereunder. Upon acceptance of appointment by a successor trustee Trustee as provided in this SectionSection 9.08, the Company Servicer shall mail notice of the succession of such trustee Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate RegisterRegister and to each Rating Agency. If the Company Servicer fails to mail such notice within 10 thirty (30) days after acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the CompanyServicer.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Company Depositor, the Certificate Insurer, the NIMS Insurer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and the Company, the Master Servicer Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. (b) . No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06. (c) 8.06 and the appointment of such successor trustee shall not result in a downgrading of any Class of Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Company Depositor shall mail notice of the succession of such trustee hereunder to the Certificate Insurer and all Holders of Certificates at their addresses as shown in the Certificate Register. If the Company Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the CompanyDepositor.

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

Successor Trustee. (a) Any successor trustee Trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Company Depositor, the Master Servicer, the Certificate Insurer and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective effective, and such successor trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee hereinTrustee. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the CompanyDepositor, the Master Servicer and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties and obligations. (b) . No successor trustee Trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 8.06. (c) 8.06 and the appointment of such successor Trustee shall not result in a downgrading of any Class of the Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee Trustee as provided in this SectionSection 8.08, the Company successor Trustee shall mail notice of the succession appointment of such trustee a successor Trustee hereunder to all Holders of Certificates and the Certificate Insurer at their addresses as shown in the Certificate RegisterRegister and to each Rating Agency. If Notwithstanding anything to the Company fails to mail such notice within 10 days after acceptance of appointment by the successor trusteecontrary contained herein, so long as no Certificate Insurer Default exists, the appointment of any successor trustee shall cause such notice Trustee pursuant to any provision of this Agreement will be mailed at subject to the expense prior written consent of the CompanyCertificate Insurer.

Successor Trustee. (a) Any successor trustee Trustee appointed as provided in Section 8.07 7.8(a) shall execute, acknowledge and deliver to the Company and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective effective, and such successor trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee Trustee herein. The predecessor trustee shall deliver ; nevertheless, on the written request of the Company or of the successor Trustee, the Trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a Custodianprovisions of Section 7.7, which shall become the agent of any successor trustee hereunder), and the Company, the Master Servicer and the predecessor trustee shall execute and deliver an instrument transferring to such successor Trustee all the rights and powers of the Trustee. Upon request of any such successor Trustee, the Company shall execute any and all instruments and do such other things as may reasonably be required in writing for more fully and certainly vesting in and confirming in the to such successor trustee Trustee all such rightsrights and powers. Any Trustee ceasing to act shall, powersnevertheless, duties retain a lien upon all property or funds held or collected by such Trustee, to secure any amounts and obligations. (b) shall be entitled to any indemnities then due it pursuant to the provisions of Section 7.7. No successor trustee Trustee shall accept appointment as provided in this Section 7.8(b) unless at the time of such acceptance such successor trustee Trustee shall be qualified under the provisions of Section 7.13 and eligible under the provisions of Section 8.06. (c) 7.10. Upon acceptance of appointment by a successor trustee Trustee as provided in this SectionSection 7.8(b), the Company shall mail notice of the succession of such trustee Trustee hereunder to all the Holders of Certificates Notes at their addresses as shown in they shall appear on the Certificate Register. If the Company fails to mail such notice within 10 ten days after acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the Company.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Company and to its predecessor trustee Master Servicer an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall after payment of its outstanding fees and expenses, promptly deliver to the successor trustee all Mortgage Files assets and related documents and statements records of the Trust Fund held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the Company, the Master Servicer and the predecessor trustee shall execute and deliver all such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. (b) . No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06. (c) . Upon acceptance of appointment by a successor trustee as provided in this Section, the Company Master Servicer shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Company Master Servicer fails to mail such notice within 10 ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the CompanyMaster Servicer. Any person appointed as successor trustee pursuant to Section 8.08 shall also be required to serve as successor supplemental interest trust trustee under the derivative documents.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 9.07 hereof shall execute, acknowledge and deliver to the Company Depositor and to its predecessor trustee an instrument accepting such appointment hereunder, hereunder and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee Depositor, upon receipt of all Mortgage Files and related documents and statements held by amounts due it hereunder (other than any Mortgage Files at the time held by a Custodianhereunder, which shall become the agent of any successor trustee hereunder), and the Company, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties duties, and obligations. (b) . No successor trustee shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06. (c) 9.06 hereof and its acceptance shall not adversely affect the then current rating of the Certificates. Upon acceptance of appointment by a successor trustee as provided in this SectionSection 9.08, the Company Depositor shall mail notice of the succession of such trustee hereunder hereunder, to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Company Depositor fails to mail such notice within 10 ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the CompanyDepositor.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 5.08 shall execute, acknowledge and deliver to the Company Seller, the Certificateholders and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and the appointment of such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver Deliver to the successor trustee all Mortgage Files the Pooled Securities and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the CompanySeller, the Master Servicer Trustee and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.065.07. (c) Upon acceptance of appointment by a successor trustee as provided in this Section, the Company Seller shall mail notice of the succession of such trustee hereunder to all Holders of Certificates Certificateholders at their addresses as shown in the Certificate Register. If the Company Seller fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the CompanySeller.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 9.07 shall execute, acknowledge and deliver to the Company Servicer, the Certificate Insurer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all of the Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the Company, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. (b) . No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06. (c) 9.06. Upon acceptance of appointment by a successor trustee as provided in this Section, the Company Servicer shall mail notice of the succession of such trustee hereunder to the Certificate Insurer and all Holders of Certificates at their addresses as shown in the Certificate Register provided that the Servicer has received such Certificate Register. If the Company Servicer fails to mail such notice within 10 ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the CompanyServicer. Notwithstanding anything to the contrary contained herein, so long as no Certificate Insurer Default exists, the appointment of any successor trustee pursuant to any provision of this Agreement will be subject to the prior written consent of the Certificate Insurer.

Successor Trustee. (a) Any successor trustee Trustee appointed as ----------------- provided in Section 8.07 11.08 shall execute, acknowledge and deliver to the Company Servicer, the Originator and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee hereinTrustee. The predecessor trustee Trustee shall deliver or cause to be delivered to the successor trustee all Mortgage Trustee the Loans and the Loan Files and any related documents and statements held by it hereunder (other than any Mortgage Files at hereunder; and, if the time Loans are then held by a CustodianCustodian pursuant to a custodial agreement, which shall become the agent of any successor trustee hereunder), predecessor Trustee and the CompanyCustodian shall amend such custodial agreement to make the successor Trustee the successor to the predecessor Trustee thereunder; and the Servicer, the Master Servicer Originator and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties and obligations. (b) . No successor trustee Trustee shall accept appointment as provided in this Section 11.09 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 8.06. (c) 11.07. Upon acceptance of appointment by a successor trustee Xxxxxxx as provided in this SectionSection 11.09, the Company Servicer shall mail cause notice of the succession of such trustee Trustee hereunder to all Holders of Certificates be mailed to the Rating Agencies and to each Certificateholder and the Class C Certificateholder at their addresses as shown in the Certificate Register. If the Company Servicer fails to mail such notice within 10 ten days after acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the CompanyServicer.

Successor Trustee. (a) Any successor trustee Trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Company NIMS Insurer, the Depositor, the Servicer, the Swap Provider and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective effective, and such successor trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee hereinTrustee. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the CompanyDepositor, the Master Servicer and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties and obligations. (b) . No successor trustee Trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 8.06. (c) 8.06 and the appointment of such successor Trustee shall not result in a downgrading of the Regular Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee Trustee as provided in this SectionSection 8.08, the Company successor Trustee shall mail notice of the succession appointment of such trustee a successor Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate RegisterRegister and to each Rating Agency. If the Company fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the Any Person appointed as successor trustee pursuant to this Agreement shall cause such notice also be required to be mailed at serve as successor supplemental interest trust trustee under the expense of Interest Rate Swap Agreement and as successor cap trustee under the CompanyInterest Rate Cap Agreement.

Successor Trustee. (a) Any successor trustee Trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Company Depositor, the NIMS Insurer, the Rating Agencies, the Servicer and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective effective, and such successor trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee hereinTrustee. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the CompanyDepositor, the Master Servicer and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties and obligations. (b) . No successor trustee Trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 8.06. (c) 8.06 and the appointment of such successor Trustee shall not result in a downgrading of the Regular Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee Trustee as provided in this SectionSection 8.08, the Company successor Trustee shall mail notice of the succession appointment of such trustee a successor Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate RegisterRegister and to each Rating Agency. If The predecessor Trustee and successor Trustee shall notify the Company fails Depositor of any such appointment at least two Business Days prior to mail such notice within 10 days after acceptance of appointment the effective date thereof and shall provide the Depositor with all information required by the successor trustee, Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K not later than the successor trustee shall cause effective date of such notice to be mailed at the expense of the Companyappointment.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 8.7 shall execute, acknowledge and deliver to the Company and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee Trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee Trustee herein. The predecessor trustee Trustee shall deliver to the successor trustee all Mortgage Files and related documents or copies thereof, at the expense of the Servicer, and statements held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), ; and the Company, the Master Servicer Company and the predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powerspower, duties and obligations. The Servicer shall immediately and, in any event, no less than ten days prior to any such resignation or removal, give notice to each Rating Agency upon the appointment of a successor trustee. (b) No successor trustee shall accept appointment as provided in this Section 8.8 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.068.6. (c) Upon acceptance of appointment by a successor trustee as provided in this SectionSection 8.8, the Company such successor trustee shall mail notice of the such succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Company fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.

Successor Trustee. (a) Any successor trustee Trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Company and to Depositor, any NIMS Insurer, the Seller, its predecessor trustee Trustee and, as long as the Financial Guaranty 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 shall become effective effective, and such successor trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee hereinTrustee. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the CompanyDepositor, the Master Servicer and Seller, the predecessor trustee Trustee and, as long as the Financial Guaranty Insurance Policy is in effect, the Certificate Insurer shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties and obligations. (b) . No successor trustee Trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of Section 8.06. (c) 8.06 hereof and the appointment of such successor Trustee 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, as provided in this SectionSection 8.08, the Company successor Trustee shall mail notice of the succession of such trustee appointment hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If , to the Company fails Certificate Insurer, to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice any NIMS Insurer and to be mailed at the expense of the Companyeach Rating Agency.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Company Depositor, the Master Servicer, the Special Servicer, the REMIC Administrator and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held on its behalf by a Custodian, which Custodian shall become the agent of any the successor trustee hereundertrustee), and the CompanyDepositor, the Master Servicer Servicer, the Special Servicer, the REMIC Administrator and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for to more fully and certainly vesting vest and confirming confirm in the successor trustee all such rights, powers, duties and obligations, and to enable the successor trustee to perform its obligations hereunder. (b) No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06. (c) Upon acceptance of appointment by a successor trustee as provided in this SectionSection 8.08, the Company such successor trustee shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If Depositor and the Company fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the CompanyCertificateholders.