Common use of Successor Trustee Clause in Contracts

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the 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, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage Files held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance by a successor trustee of appointment as provided in this Section, the 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 and to the Rating Agencies. The expenses of such mailing shall be borne by the predecessor trustee.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to its the 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, 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 (or assign to the Trustee its interest under the Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and related documents and statements related to each Mortgage Files and moneys held by it hereunderhereunder (other than any Mortgage Files at the time held on its behalf by a third-party Custodian, which Custodian shall become the agent of the successor trustee), and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In additionDepositor, the Master Servicer, the Special Servicer and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee 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 appointment acceptance such successor trustee shall be eligible under the provisions of Section 6.058.06. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this SectionSection 8.08, the Master Servicer such successor trustee shall mail notice of the succession of such trustee hereunder to the Depositor, the Master Servicer, the Special Servicer, the Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders. (d) Any and all Holders costs and expenses associated with transferring the duties of Certificates at their addresses a Trustee that has resigned or been removed or terminated, as shown in contemplated by Section 8.07, to a successor Trustee, including those associated with transfer of the Certificate Register Mortgage Files and to the Rating Agencies. The expenses of such mailing shall be borne other documents and statements held by the predecessor trusteeTrustee to the successor Trustee, as contemplated by Section 8.08(a), shall be paid by: (i) the predecessor Trustee, if such predecessor Trustee has resigned in accordance with Section 8.07(a), has been removed in accordance with Section 8.07(b) or has been removed with cause in accordance with Section 8.07(c); (ii) the Certificateholders that effected the removal, if the predecessor Trustee has been removed without cause in accordance with Section 8.07(c); and (iii) the Trust, if such costs and expenses are not paid by the predecessor Trustee or the subject Certificateholders, as contemplated by the immediately preceding clauses (i) and (ii), within 90 days after they are incurred (provided that such predecessor Trustee or such subject Certificateholders, as applicable, shall remain liable to the Trust for such costs and expenses).

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the 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, 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 like effect as if originally named as trustee herein. The A predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under the Custodial Agreement, to the extent permitted thereunder) ), all Mortgage Files and documents and statements related to each Mortgage Files File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this Section, the Master Servicer predecessor 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 and to the any Rating AgenciesAgency. The expenses of such mailing shall be borne by the predecessor trustee. (d) Upon the resignation or removal of the Trustee pursuant to this Section 6.06, the Trustee shall deliver the amounts held in its possession for the benefit of the Certificateholders to the successor trustee upon the appointment of the successor trustee.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer 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, 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 (or assign to the Trustee its interest under the Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and related documents and statements related to each Mortgage Files held by it hereunder, and shall duly assignthe Depositor, transferthe Master Servicer, deliver the Special Servicer, the REMIC Administrator and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations, and to enable the successor trustee to perform its obligations hereunder. If such predecessor trustee was removed as Trustee under this Agreement without cause, the cost of any such execution, delivery or action shall be at the expense of the Trust. (b) No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such appointment acceptance such successor trustee shall be eligible under the provisions of Section 6.058.06. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this SectionSection 8.08, the Master Servicer 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 and to the Rating Agencies. Depositor and the Certificateholders. (d) The expenses predecessor Trustee and successor Trustee shall notify the Depositor of any such appointment at least two Business Days prior to the effective date thereof and shall provide the Depositor with all information required by the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K not later than the effective date of such mailing shall be borne by the predecessor trusteeappointment.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer Servicer, and any 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, 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 like effect as if originally named as trustee herein. The A predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under the Custodial Agreement, to the extent permitted thereunder) ), all Mortgage Files and documents and statements related to each Mortgage Files File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this Section, the Master Servicer predecessor 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 and to the any Rating AgenciesAgency. The expenses of such mailing shall be borne by the predecessor trustee.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, Depositor and the Master Servicer and any 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, 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 like effect as if originally named as trustee herein. The predecessor trustee (or its custodian) shall deliver to the successor trustee (or assign to the Trustee its interest under the each Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage Files File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this Section, the Master Servicer predecessor 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 and to the any Rating AgenciesAgency. The expenses of such mailing shall be borne by the predecessor trustee.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to its the 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, 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 (at the expense of the Certificateholders that effected the removal, if the Trustee has been removed in accordance with Section 8.07(c) without cause or assign if such expenses are not paid by such Certificateholders within 90 days after they are incurred, at the expense of the Trust, provided that such Certificateholders shall remain liable to the Trustee its interest under the Custodial Agreement, to the extent permitted thereunderTrust for such expenses) all Mortgage Files and related documents and statements related to each Mortgage Files held by it hereunderhereunder (other than any Mortgage Files at the time held on its behalf by a third-party Custodian, which Custodian shall become the agent of the successor trustee), and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In additionDepositor, the Master Servicer, the Special Servicer and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee 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 appointment acceptance such successor trustee shall be eligible under the provisions of Section 6.058.06. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this SectionSection 8.08, the Master Servicer 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 Depositor, the Master Servicer, the Special Servicer, the Certificateholders and to the Rating Agencies. The expenses of such mailing shall be borne by the predecessor trusteeServiced Non-Trust Mortgage Loan Noteholders.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer 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, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee hereintrustee. The predecessor trustee shall deliver to the successor trustee (or assign to the all Trustee its interest under the Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Trustee Mortgage Files File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer Depositor and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this Section, the Master Servicer predecessor 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 and to the any Rating AgenciesAgency. The expenses of such mailing shall be borne by the predecessor trusteeDepositor.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the 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, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee (or assign to the Trustee its interest under the each Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage Files held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this Section, the 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 and to the Rating Agencies. The expenses of such mailing shall be borne by the predecessor trusteeMaster Servicer.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer Servicer, any NIMS Insurer, the Swap Counterparty 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, 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 like effect as if originally named as trustee herein. The A predecessor trustee (or its custodian) shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under the Custodial Agreement, to the extent permitted thereunder) ), all Mortgage Files and documents and statements related to each Mortgage Files File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this Section, the Master Servicer predecessor 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 and to the any Rating AgenciesAgency. The expenses of such mailing shall be borne by the predecessor trustee. (d) Upon the resignation or removal of the Trustee pursuant to this Section 6.07, the Trustee shall deliver the amounts held in its possession for the benefit of the Certificateholders to the successor trustee upon the appointment of such successor trustee.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 8.07 shall execute, acknowledge and deliver to the Depositor, the Mortgage Loan Seller, the Master Servicer 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, 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 (or assign to the Trustee its interest under the Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and related documents and statements related to each Mortgage Files held by it hereunderhereunder (other than any Mortgage Files and related documents and statements at the time held on its behalf by a Custodian, which Custodian shall become the agent of the successor trustee), and shall duly assignthe Depositor, transferthe Mortgage Loan Seller, deliver the Master Servicer, the Special Servicer, the REMIC Administrator and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations, and to enable the successor trustee to perform its obligations hereunder. If such predecessor trustee was removed as Trustee under this Agreement without cause, the cost of any such execution, delivery or action shall be at the expense of the Trust. (b) No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such appointment acceptance such successor trustee shall be eligible under the provisions of Section 6.058.06. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this SectionSection 8.08, the Master Servicer shall mail notice of the succession of such trustee hereunder to all Holders the Depositor and the Certificateholders. If the Master Servicer fails to mail such notice within 10 days after acceptance of Certificates at their addresses as shown in the Certificate Register and to the Rating Agencies. The expenses of such mailing shall be borne appointment by the predecessor successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Master Servicer.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to its the 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, 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 (at the expense of the Certificateholders that effected the removal, if the Trustee has been removed in accordance with Section 8.07(c) without cause or assign if such expenses are not paid by such Certificateholders within ninety (90) days after they are incurred, at the expense of the Trust, provided that such Certificateholders shall remain liable to the Trustee its interest under the Custodial Agreement, to the extent permitted thereunderTrust for such expenses) all Mortgage Files and related documents and statements related to each Mortgage Files held by it hereunderhereunder (other than any Mortgage Files at the time held on its behalf by a third-party Custodian, which Custodian shall become the agent of the successor trustee), and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In additionDepositor, the Master Servicer, the Special Servicer and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee 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 appointment acceptance such successor trustee shall be eligible under the provisions of Section 6.058.06. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this SectionSection 8.08, the Master Servicer 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 Depositor, the Master Servicer, the Special Servicer, the Certificateholders and to the Rating Agencies. The expenses of such mailing shall be borne by the predecessor trusteeCompanion Loan Noteholders.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer and any NIMS Insurer 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 without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee (or assign to the Trustee its interest under the each Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage Files File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee of appointment trustee, as provided in this Section, the Master Servicer predecessor 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 and to the any Rating AgenciesAgency. The expenses of such mailing shall be borne by the predecessor trusteeMaster Servicer.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, Depositor and 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, 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 like effect as if originally named as trustee herein. The predecessor trustee (or its custodian) shall deliver to the successor trustee (or assign to the Trustee its interest under the each Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage Files File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this Section, the Master Servicer predecessor trustee shall mail notice of the succession of such trustee hereunder to the Certificate Insurer and to all Holders of Certificates at their addresses as shown in the Certificate Register and to the any Rating AgenciesAgency. The expenses of such mailing shall be borne by the predecessor trustee.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer Servicer, 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, 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 like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee (or assign to the Trustee its interest under the each Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage Files File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee of appointment trustee, as provided in this Section, the Master Servicer predecessor 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 and to the any Rating AgenciesAgency. The expenses of such mailing shall be borne by the predecessor trusteeMaster Servicer.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the 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, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee hereintrustee. The predecessor trustee (or its custodian) shall deliver to the successor trustee (or assign to the Trustee successor trustee its interest under the each Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage Files held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this Section, the Master Servicer shall mail notice of the succession of such trustee hereunder and to all Holders of Certificates at their addresses as shown in the Certificate Register and to the Rating Agencies. The expenses of such mailing shall be borne by the predecessor trustee.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the 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, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee (or assign to the Trustee its interest under the each Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage Files held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this Section, the 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 and to the Rating Agencies. The expenses of such mailing shall be borne by the predecessor trusteeMaster Servicer.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer 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, 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 like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee (or assign to the all Trustee its interest under the Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Trustee Mortgage Files File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer Depositor and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section 6.07 unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this SectionSection 6.07, the Master Servicer 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 and to the any Rating AgenciesAgency. The expenses costs of such mailing shall be borne by the predecessor trusteeTrustee. (d) Any successor trustee shall also serve as auction administrator pursuant to Section 7.01(b).

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer and any 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, 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 like effect as if originally named as trustee herein. The predecessor trustee (or its custodian) shall deliver to the successor trustee (or assign to the Trustee its interest under the each Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage Files File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this Section, the Master Servicer predecessor 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 and to the any Rating AgenciesAgency. The expenses of such mailing shall be borne by the predecessor trustee.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, Depositor and 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, 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 like effect as if originally named as trustee herein. The predecessor trustee (or its custodian) shall deliver to the successor trustee (or assign to the Trustee its interest under the each Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage Files File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this Section, the Master Servicer predecessor 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 and to the any Rating AgenciesAgency. The expenses of such mailing shall be borne by the predecessor trustee.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the 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, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee hereintrustee. The predecessor trustee (or its custodian) shall deliver to the successor trustee (or assign to the Trustee successor trustee its interest under the each Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage Files held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this Section, the Master Servicer shall mail notice of the succession of such trustee hereunder and to all Holders of Certificates at their addresses as shown in the Certificate Register and to the Rating Agencies. The expenses of such mailing shall be borne by the predecessor trusteeMaster Servicer.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the 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, 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 like effect as if originally named as trustee herein. The A predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under the each Custodial Agreement, to the extent permitted thereunder) ), all Mortgage Files and documents and statements related to each Mortgage Files File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this Section, the Master Servicer predecessor 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 and to the any Rating AgenciesAgency. The expenses of such mailing shall be borne by the predecessor trustee.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the 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, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee (or assign to the Trustee its interest under the each Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage Files held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee as applicable all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this Section, the 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 and to the Rating Agencies. The expenses of such mailing shall be borne by the predecessor trusteeMaster Servicer.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Swap Counterparty, the Master Servicer and any NIMS Insurer and to its predecessor trustee (i) an instrument accepting such appointment hereunderhereunder and (ii) if such successor trustee is appointed at any time during the period that a Form 10-K is being filed with respect to the Trust in accordance with the Exchange Act and the rules and regulations of the Commission, the certification required pursuant to the first sentence of Section 6.01(k) indicating which Servicing Criteria are applicable to such successor trustee, and thereupon the resignation or removal of the predecessor 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 like effect as if originally named as trustee herein. The predecessor trustee (or its custodian) shall deliver to the successor trustee (or assign to the Trustee its interest under the each Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage Files File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this Section, the Master Servicer predecessor 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 and to the any Rating AgenciesAgency. The expenses of such mailing shall be borne by the predecessor trustee.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the 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, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage Files held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this Section, the 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 and to the Rating Agencies. The expenses of such mailing shall be borne by the predecessor trusteeMaster Servicer.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 8.07 shall execute, acknowledge and deliver to the Depositor, each Master Servicer, the Master 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, 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 (or assign to the Trustee its interest under the Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and related documents and statements related to each Mortgage Files held by it hereunderhereunder (other than any Mortgage Files at the time held on its behalf by a third-party Custodian, which Custodian shall become the agent of the successor trustee), and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In additionDepositor, the Master Servicers, the Special Servicer and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations, and to enable the successor trustee to perform its obligations hereunder. Any and all costs and expenses associated with transferring the duties of a Trustee that has resigned or been removed or terminated, as contemplated by Section 8.07, to a successor Trustee, including those associated with transfer of the Mortgage Files and other documents and statements held by the predecessor Trustee to the successor Trustee, as contemplated by Section 8.08(a), shall be paid by: (i) the predecessor Trustee, if such predecessor Trustee has resigned in accordance with Section 8.07(a), has been removed in accordance with Section 8.07(b) or has been removed with cause in accordance with Section 8.07(c); (ii) the Certificateholders that effected the removal, if the predecessor Trustee has been removed without cause in accordance with Section 8.07(c); and (iii) the Trust, if such costs and expenses are not paid by the predecessor Trustee or the subject Certificateholders, as contemplated by the immediately preceding clauses (i) and (ii), within 90 days after they are incurred (provided that such predecessor Trustee or such subject Certificateholders, as applicable, shall remain liable to the Trust for such costs and expenses). (b) No successor trustee shall accept appointment as provided in this Section 8.08, unless at the time of such appointment acceptance such successor trustee shall be eligible under the provisions of Section 6.058.06 and the Rating Agencies have provided confirmation pursuant to such Section. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this SectionSection 8.08, the Master Servicer 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 Depositor, the Certificateholders and to the Rating Agencies. The expenses of such mailing shall be borne by the predecessor trusteeeach Non-Trust Noteholder.

Successor Trustee. Fiscal Agent or Paying Agent (a) Any successor trustee Trustee, Fiscal Agent or Paying Agent appointed as provided in Section 6.06 7.6 shall execute, acknowledge and deliver to the Depositor, the Master Servicer Depositor and to its predecessor trustee Trustee, Fiscal Agent or Paying Agent, as the case may be, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee, Fiscal Agent or Paying Agent, as the case may be, shall become effective and such successor trusteeTrustee, Fiscal Agent or Paying Agent, as the case may be, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee Trustee, Fiscal Agent or Paying Agent herein, as the case may be. The predecessor trustee Trustee, Fiscal Agent or Paying Agent shall deliver (at such predecessor's own expense) to the successor trustee (Trustee, Fiscal Agent or assign to the Trustee its interest under the Custodial Agreement, to the extent permitted thereunder) Paying Agent all Mortgage Files and documents and statements related to each the Mortgage Files held by it hereunder, and the predecessor Trustee shall duly assign, transfer, deliver and pay over (at such predecessor's own expense) to the successor trustee Trustee, the entire Trust FundTrust, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of transfer. The predecessor Trustee, Fiscal Agent or Paying Agent, as the record case may be, shall also deliver all records or copies thereof maintained by the predecessor trustee Trustee, Fiscal Agent or Paying Agent in the administration hereof as may be reasonably requested by the successor trustee Trustee, Fiscal Agent or Paying Agent, as applicable, and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer Depositor and the predecessor trusteeTrustee, Fiscal Agent or Paying Agent shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee Trustee, Fiscal Agent or Paying Agent, as the case may be, all such rights, powers, duties and obligations. Anything herein to the contrary notwithstanding, in no event shall the combined fees payable to a successor Trustee exceed the Trustee Fee. (b) No successor trustee Trustee, Fiscal Agent or Paying Agent shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee Trustee, Fiscal Agent or Paying Agent, as the case may be, shall be eligible under the provisions of Section 6.057.5. (c) Upon acceptance of appointment by a successor trustee of appointment Trustee, Fiscal Agent or Paying Agent as provided in this Section, the Master Servicer successor Trustee, Fiscal Agent or Paying Agent shall mail notice of the succession of such trustee Trustee, Fiscal Agent or Paying Agent hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to the Rating Agencies. The expenses of such mailing shall be borne by the predecessor trusteesuccessor Trustee, Fiscal Agent or Paying Agent. If the successor Trustee, Fiscal Agent or Paying Agent fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee, Fiscal Agent or Paying Agent, the Master Servicer shall cause such notice to be mailed at the expense of the successor Trustee, Fiscal Agent or Paying Agent, as applicable.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, Depositor and 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, 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 like effect as if originally named as trustee herein. The predecessor trustee (or its custodian) shall deliver to the successor trustee (or assign to the Trustee its interest under the each Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage Files File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this Section, the Master Servicer predecessor 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 and to the any Rating AgenciesAgency. The expenses of such mailing shall be borne by the predecessor trusteeMaster Servicer.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 under this Agreement shall execute, acknowledge and deliver to the DepositorUSCo, the Master Servicer CallCo and AcquisitionCo and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon appointment. Thereupon the resignation or removal of the predecessor 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 hereunderunder this Agreement, with the like effect as if originally named as trustee hereinin this Agreement. The However, on the written request of USCo, CallCo and AcquisitionCo or of the successor trustee, the trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of this Agreement, execute and deliver an instrument transferring to such successor trustee all the rights and powers of the trustee so ceasing to act. Upon the request of any such successor trustee, USCo, CallCo, AcquisitionCo and such predecessor trustee shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial Agreement, to the extent permitted thereunder) execute any and all Mortgage Files and documents and statements related to each Mortgage Files held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, shall execute and deliver such other instruments and do such other things as may reasonably be required to writing for more fully and certainly vest vesting in and confirm in the confirming to such successor trustee all such rightsrights and powers. Notwithstanding the foregoing, powers, duties and obligationsany corporation to which all or substantially all of the business of the Trustee is transferred shall automatically become the successor trustee without any further act. (b) No successor trustee shall accept appointment as provided in this Notwithstanding paragraph (a) above and Section unless at 9.4, any corporation into or with which the time of such appointment such successor trustee Trustee may be merged or consolidated or amalgamated, or any corporation resulting therefrom to which the Trustee shall be eligible under a party, or any corporation succeeding to the provisions of Section 6.05. (c) Upon acceptance by a successor trustee of appointment as provided in this Section, the Master Servicer shall mail notice trust business of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in Trustee shall be the Certificate Register and successor to the Rating Agencies. The expenses Trustee hereunder without any further act on its part or any of such mailing shall be borne by the predecessor trusteeparties hereto.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer NIMS Insurer, 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, 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 (or assign to the Trustee its interest under the Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and related documents and statements related to each Mortgage Files 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 shall duly assign, transfer, deliver the Depositor and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, shall execute and deliver such other instruments and do such other things as may reasonably be required to for more fully and certainly vest vesting and confirm confirming in the successor trustee all such rights, powers, duties and obligations. (b) . No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment acceptance such successor trustee shall be eligible under the provisions of Section 6.05. 8.06 and the appointment of such successor trustee shall not result in a downgrading of any Class of Certificates (cwithout regard to the Policy) by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee of appointment as provided in this Section, the Master Servicer 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 and Register. If the Depositor fails to the Rating Agencies. The expenses mail such notice within 10 days after acceptance of such mailing shall be borne appointment by the predecessor successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. (a) Any successor trustee Successor Trustee appointed as provided in pursuant to Section 6.06 10.2 shall execute, acknowledge and deliver to the Depositorremaining Trustees, if any, to the Master Servicer Certificateholder and to its predecessor trustee (solely for purposes of this Section 10.3, the "Predecessor Trustee") an instrument accepting such appointment hereunderunder this Agreement and, if the Successor Trustee is the Trust Eligible Lender Trustee, an eligible lender trust agreement between itself and the Co-Owner Trustee, and thereupon the resignation or removal of the predecessor trustee Predecessor 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 duties, and obligations of its predecessor hereunderPredecessor Trustee under this Agreement, with like effect as if originally named as trustee hereinOwner Trustee, Co-Owner Trustee or Trust Eligible Lender Trustee, as applicable. The predecessor trustee Predecessor Trustee shall deliver to the successor trustee (or assign to the Successor Trustee its interest under the Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage Files and moneys, if any, held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition; and the Certificateholder, the Master Servicer remaining Trustee and the predecessor trustee, Predecessor Trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more for fully and certainly vest vesting and confirm confirming in the successor trustee Successor Trustee all such rights, powers, duties and obligations. (b) No successor trustee Successor Trustee shall accept appointment as provided in this Section unless at the time of such appointment acceptance such successor trustee Successor Trustee shall be eligible under to become the provisions of Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, pursuant to Section 6.0510.1. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in Successor Trustee pursuant to this Section, the Master Servicer Certificateholder shall give notice by first class mail notice of the succession name and address and telecopy number of such trustee hereunder the Successor Trustee to all Holders of Certificates at their addresses as shown in the Certificate Register Indenture Trustee, the Noteholders and to the Rating Agencies. The expenses If the Certificateholder shall fail to mail such notice within 10 days after acceptance of such mailing shall be borne appointment by the predecessor trusteeSuccessor Trustee, the Successor Trustee shall cause such notice to be mailed at the expense of the Certificateholder.

Successor Trustee. (a) Any successor trustee Owner Trustee or Delaware Trustee appointed as provided in pursuant to Section 6.06 10.2 shall execute, acknowledge and deliver to the DepositorIndenture Trustee, the Master Servicer Insurer and to its predecessor 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 trusteetrustee (if acceptable to the Insurer), 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 like effect as if originally named as trustee hereinOwner Trustee or Delaware Trustee, as the case may be. The predecessor trustee Owner Trustee or Delaware Trustee shall upon payment of its fees and expenses deliver to the successor trustee (Owner Trustee or assign to Delaware Trustee, as the Trustee its interest under the Custodial Agreementcase may be, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage Files and monies held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, ; and the Master Servicer Indenture Trustee and the predecessor trusteeOwner Trustee or Delaware Trustee, as the case may be, shall execute and deliver such other instruments and do such other things as may reasonably be required to more for fully and certainly vest vesting and confirm confirming in the successor trustee Owner Trustee or Delaware Trustee, as the case may be, all such rights, powers, duties duties, and obligations. (b) . No successor trustee Owner Trustee or Delaware Trustee shall accept appointment as provided in this Section 10.3 unless at the time of such appointment acceptance such successor trustee Owner Trustee or Delaware Trustee, as the case may be, shall be eligible under the provisions of pursuant to Section 6.05. (c) 10.1 above. Upon acceptance of appointment by a successor trustee of appointment Owner Trustee or Delaware Trustee, as provided in the case may be, pursuant to this SectionSection 10.3, the Master Servicer Indenture Trustee shall mail notice of the succession successor of such trustee hereunder Owner Trustee or Delaware Trustee to all Holders of Certificates at their addresses as shown in the Certificate Register Transferor, the Noteholders, the Insurer and to the Rating Agencies. The expenses If the Indenture Trustee fails to mail such notice within 10 days after acceptance of such mailing shall be borne appointment by the predecessor trusteesuccessor Owner Trustee or Delaware Trustee, as the case may be, the successor Owner Trustee or Delaware Trustee shall cause such notice to be mailed at the expense of the Indenture Trustee. Any successor Delaware Trustee shall promptly file a certificate of amendment identifying the name and principal plan of business of the Delaware Trustee in the State of Delaware.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer NIMS Insurer, 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, 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 (or assign to the Trustee its interest under the Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and related documents and statements related to each Mortgage Files 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 shall duly assign, transfer, deliver the Depositor and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, shall execute and deliver such other instruments and do such other things as may reasonably be required to for more fully and certainly vest vesting and confirm confirming in the successor trustee all such rights, powers, duties and obligations. (b) . No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment acceptance such successor trustee shall be eligible under the provisions of Section 6.05. 8.06 and the appointment of such successor trustee shall not result in a downgrading of any Class of Certificates (cwithout regard to the Certificate Insurance Policy) by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee of appointment as provided in this Section, the Master Servicer 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 and Register. If the Depositor fails to the Rating Agencies. The expenses mail such notice within 10 days after acceptance of such mailing shall be borne appointment by the predecessor successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. (a) Any successor trustee Trustee appointed as provided in Section 6.06 7.6 shall execute, acknowledge and deliver to the Depositor, the Master Servicer 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, 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 like effect as if originally named as trustee Trustee herein. The predecessor trustee Trustee shall deliver (at such predecessor's own expense) to the successor trustee (or assign to the Trustee its interest under the Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each the Mortgage Files held by it hereunder, and the predecessor Trustee shall duly assign, transfer, deliver and pay over (at such predecessor's own expense) to the successor trustee Trustee, the entire Trust FundTrust, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record transfer. The predecessor Trustee shall also deliver all records or copies thereof maintained by the predecessor trustee Trustee in the administration hereof as may be reasonably requested by the successor trustee Trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer Depositor and the predecessor trustee, Trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee Trustee all such rights, powers, duties and obligations. (b) No successor trustee . Anything herein to the contrary notwithstanding, in no event shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance by combined fees payable to a successor trustee of appointment as provided in this Section, Trustee exceed the 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 and to the Rating Agencies. The expenses of such mailing shall be borne by the predecessor trusteeTrustee Fee.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 6.08 hereof shall be a bank, trust company or other fiduciary authorized to administer trusts, subject to regulation or supervision by federal or state authority and having a combined capital and surplus of at least $50,000,000. Any such successor trustee shall execute, acknowledge and deliver to the Depositor, the Master Servicer 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, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee Trustee herein. The predecessor trustee Trustee shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage Files held by it hereunder, and shall duly assign, transfer, deliver and pay over transfer to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee Mortgage Certificates and shall thereupon be discharged from turn over all duties related documents and responsibilities under this Agreementstatements held hereunder. In addition, the Master Servicer and predecessor Trustee and, upon request of the predecessor successor trustee, the Depositor shall execute and deliver such other instruments and do such other things as may reasonably be required to for more fully and certainly vest vesting and confirm confirming in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in , subject, however, to the payment of all amounts due the predecessor Trustee under this Section unless at Trust Agreement. In the time of such appointment such event that Xxxxx Fargo Bank, N.A. is no longer the Trustee, the successor trustee shall be eligible entitled to receive as compensation for its respective activities under this Agreement a monthly fee to be negotiated with the provisions Depositor and paid to such successor trustee from funds on deposit in the Certificate Account as an Extraordinary Trust Expense. The Depositor shall notify the Rating Agency of Section 6.05. (c) the amount of such negotiated monthly fee. The predecessor Trustee and successor Trustee shall notify the Depositor of any such appointment at least two Business Days prior to the effective date thereof and shall provide the Depositor with all information required by the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K not later than the effective date of such appointment. Upon acceptance of appointment by a successor trustee of appointment as provided in this Section, the Master Servicer Depositor shall mail notice of the succession of such trustee Trustee hereunder to the Rating Agency and to all Holders of Certificates at their addresses as shown in the Certificate Register and Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the Rating Agenciessuccessor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor. The expenses of such mailing No Trustee hereunder shall be borne personally liable hereunder by the reason of any act or failure to act of any predecessor trusteeor successor trustee hereunder.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to its the 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, 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 (at the expense of the Certificateholders that effected the removal, if the Trustee has been removed in accordance with Section 8.07(c) without cause or assign if such expenses are not paid by such Certificateholders within ninety (90) days after they are incurred, at the expense of the Trust, provided that such Certificateholders shall remain liable to the Trustee its interest under the Custodial Agreement, to the extent permitted thereunderTrust for such expenses) all Mortgage Files and related documents and statements related to each Mortgage Files held by it hereunderhereunder (other than any Mortgage Files at the time held on its behalf by a third-party Custodian, which Custodian shall become the agent of the successor trustee), and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In additionDepositor, the Master Servicer, the Special Servicer and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee 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 appointment acceptance such successor trustee shall be eligible under the provisions of Section 6.058.06. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this SectionSection 8.08, the Master Servicer 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 Depositor, the Master Servicer, the Special Servicer, the Certificateholders and to the Rating Agencies. The expenses of such mailing shall be borne by the predecessor trusteeServiced Non-Trust Mortgage Loan Noteholders.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Swap Counterparty, the Cap Counterparty, the Master Servicer and any NIMS Insurer and to its predecessor trustee (i) an instrument accepting such appointment hereunderhereunder and (ii) if such successor trustee is appointed at any time during the period that a Form 10-K is being filed with respect to the Trust in accordance with the Exchange Act and the rules and regulations of the Commission, the certification required pursuant to the first sentence of Section 6.01(k) indicating which Servicing Criteria are applicable to such successor trustee, and thereupon the resignation or removal of the predecessor 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 like effect as if originally named as trustee herein. The predecessor trustee (or its custodian) shall deliver to the successor trustee (or assign to the Trustee its interest under the each Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage Files File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this Section, the Master Servicer predecessor 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 and to the any Rating AgenciesAgency. The expenses of such mailing shall be borne by the predecessor trustee. (d) Upon the resignation or removal of the Trustee pursuant to this Section 6.07, the Trustee shall deliver the amounts held in its possession for the benefit of the Certificateholders to the successor trustee upon the appointment of such successor trustee.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer Servicer, 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, 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 like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee (or assign to the successor Trustee its interest under the each Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage Files File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee of appointment trustee, as provided in this Section, the Master Servicer 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 and to the any Rating AgenciesAgency. The expenses of such mailing shall be borne by the predecessor trusteeMaster Servicer.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, Depositor and the Master Servicer and any 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, 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 like effect as if originally named as trustee herein. The predecessor trustee (or its custodian) shall deliver to the successor trustee (or assign to the Trustee its interest under the each Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage Files File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this Section, the Master Servicer predecessor trustee 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 and to the any Rating AgenciesAgency. The expenses of such mailing shall be borne by the predecessor trustee.

Successor Trustee. (a) Any Every successor trustee Trustee appointed as provided in Section 6.06 hereunder shall execute, acknowledge and deliver to its predecessor, and also to the DepositorAuthority and the Company, the Master Servicer and to its predecessor trustee an instrument in writing accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powersimmunities, powers and trusts and subject to all the duties and obligations obligations, of its predecessor; but such predecessor shall, nevertheless, on written request of its successor or of the Authority and upon payment of expenses, charges and other disbursements of such predecessor which are payable pursuant to the provisions of Sections 11.02 and 11.06, execute and deliver an instrument transferring to such successor Trustee all the rights, immunities, powers and trusts of such predecessor hereunder, with like effect as if originally named as trustee herein. The ; and every predecessor trustee Trustee shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial Agreement, to the extent permitted thereunder) all Mortgage Files property and documents and statements related to each Mortgage Files monies held by it hereunderhereunder to its successor, subject, nevertheless, to its first lien and preference provided for in Sections 11.02 and 11.06. Should any instrument in writing from the Authority be required by any successor Trustee for more fully vesting in such Trustee the rights, immunities, powers and trusts hereby vested or intended to be vested in the predecessor Trustee, any such instrument in writing shall duly assignand will, transferon request, deliver be executed, acknowledged and pay over delivered by the Authority. Notwithstanding any of the foregoing provisions of this Article, any bank or trust company having power to perform the duties and execute the trusts of this Indenture and otherwise qualified to act as Trustee hereunder with or into which the bank or trust company acting as Trustee may be converted, merged or consolidated, or to which the corporate trust business assets as a whole or substantially as a whole of such bank or trust company may be sold, shall be deemed the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligationsTrustee. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance by a successor trustee of appointment as provided in this Section, the 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 and to the Rating Agencies. The expenses of such mailing shall be borne by the predecessor trustee.

Successor Trustee. (a) Any successor trustee Trustee appointed as provided in Section 6.06 11.08 shall execute, acknowledge and deliver to the DepositorServicer, the Master Servicer 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, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee hereinTrustee. The predecessor trustee Trustee shall deliver or cause to be delivered to the successor trustee (or assign to Trustee the Trustee its interest under Contracts and the Custodial Agreement, to the extent permitted thereunder) all Mortgage Contract Files and any related documents and statements related to each Mortgage Files held by it hereunder; and, if the Contracts are then held by a Custodian pursuant to a custodial agreement, the predecessor Trustee and the Custodian shall duly assign, transfer, deliver and pay over amend such custodial agreement to make the successor Trustee the successor to the successor trustee predecessor Trustee thereunder; and 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 record or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In additionServicer, the Master Servicer Company and the predecessor trustee, Trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more for fully and certainly vest vesting and confirm confirming in the successor trustee Trustee all such rights, powers, duties and obligations. . If the predecessor Trustee is then the lender of record for purposes of FHA Insurance (b) due to an Event of Termination), the predecessor Trustee shall submit a report to FHA describing the transfer of the FHA-Insured Contracts without recourse, in such form as is then required under FHA Regulations to cause HUD to transfer to the successor Trustee the FHA insurance reserves applicable to the FHA-Insured Contracts. No successor trustee Trustee shall accept appointment as provided in this Section 11.09 unless at the time of such appointment acceptance such successor trustee Trustee shall be eligible under the provisions of Section 6.05. (c) 11.07. Upon acceptance of appointment by a successor trustee of appointment Xxxxxxx as provided in this SectionSection 11.09, the Master Servicer shall mail cause notice of the succession of such trustee Trustee hereunder to all Holders of Certificates be mailed to S&P, to Fitch and to each Certificateholder and the Class C Certificateholder at their addresses as shown in the Certificate Register and Register. If the Servicer fails to the Rating Agencies. The expenses mail such notice within ten days after acceptance of such mailing shall be borne appointment by the predecessor trusteesuccessor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Servicer.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, Depositor and 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, 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 like effect as if originally named as trustee herein. The predecessor trustee (or its custodian) shall deliver to the successor trustee (or assign to the Trustee its interest under the each Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage Files File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this Section, the Master Servicer predecessor trustee shall mail notice of the succession of such trustee hereunder to the Certificate Insurer and to all Holders of Certificates at their addresses as shown in the Certificate Register and to the any Rating AgenciesAgency. The expenses of such mailing shall be borne by the predecessor trusteeMaster Servicer.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer Servicer, any 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, 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 like effect as if originally named as trustee herein. The A predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under the each Custodial Agreement, to the extent permitted thereunder) ), all Mortgage Files and documents and statements related to each Mortgage Files File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this Section, the Master Servicer predecessor 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 and to the any Rating AgenciesAgency. The expenses of such mailing shall be borne by the predecessor trustee.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer and any NIMS Insurer, the Swap Counterparty 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, 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 like effect as if originally named as trustee herein. The predecessor trustee (or its custodian) shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage Files File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this Section, the Master Servicer predecessor 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 and to the any Rating AgenciesAgency. The expenses of such mailing shall be borne by the predecessor trustee.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 8.07 shall execute, acknowledge and deliver to the DepositorSponsor, the Mortgage Loan Seller, the Additional Warranting Party, the Master Servicer 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, 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 (or assign to the Trustee its interest under the Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and related documents and statements related to each Mortgage Files held by it hereunderhereunder (other than any Mortgage Files and related documents and statements at the time held on its behalf by a Custodian, which Custodian shall become the agent of the successor trustee), and shall duly assignthe Sponsor, transferthe Mortgage Loan Seller, deliver the Additional Warranting Party (at the direction of and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such on behalf of the record or copies thereof maintained by Mortgage Loan Seller), the Master Servicer, the Special Servicer, the REMIC Administrator and 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 to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations, and to enable the successor trustee to perform its obligations hereunder. If such predecessor trustee was removed as Trustee under this Agreement without cause, the cost of any such execution, delivery or action shall be at the expense of the Trust Fund. (b) No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such appointment acceptance such successor trustee shall be eligible under the provisions of Section 6.058.06. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this SectionSection 8.08, the Master Servicer shall mail notice of the succession of such trustee hereunder to all Holders the Sponsor and the Certificateholders. If the Master Servicer fails to mail such notice within 10 days after acceptance of Certificates at their addresses as shown in the Certificate Register and to the Rating Agencies. The expenses of such mailing shall be borne appointment by the predecessor successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Master Servicer.

Successor Trustee. (a) Any Every successor trustee Trustee appointed as provided in Section 6.06 hereunder shall execute, acknowledge and deliver to its predecessor, and also to the DepositorAuthority and the Borrower, the Master Servicer and to its predecessor trustee an instrument in writing accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, Trustee without any further act, deed or conveyance, shall become fully vested with all the rights, powersimmunities, powers and trusts, and subject to all the duties and obligations obligations, of its predecessors; but such predecessor shall, nevertheless, on the written request of its successor or of the Authority and upon payment of the expenses, charges and other disbursements of such predecessor which are payable pursuant to the provisions of Section 906 hereof, execute and deliver an instrument transferring to such successor Trustee all the rights, immunities, powers and trusts of such predecessor hereunder, with like effect as if originally named as trustee herein. The ; and every predecessor trustee Trustee shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial Agreement, to the extent permitted thereunder) all Mortgage Files property and documents and statements related to each Mortgage Files moneys held by it hereunderhereunder to its successor, subject, nevertheless, to its preference, if any, provided for in Sections 902 and shall duly assign906 hereof, transfer, deliver and pay over to Should any instrument in writing from the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, shall execute and deliver such other instruments and do such other things as may reasonably Authority be required to by any successor Trustee for more fully and certainly vest vesting in such Trustee the rights, immunities, powers and confirm trusts hereby vested or intended to be vested in the successor trustee all predecessor Trustee, any such rightsinstrument in writing shall and will, powerson request, be executed, acknowledged and delivered by the Authority. ---Notwithstanding any of the foregoing provisions of this Article, any bank or trust company having power to perform the duties and obligations. (b) No successor trustee shall accept appointment execute the trusts of this Agreement and otherwise qualified to act as provided in this Section unless at Trustee hereunder with or into which the time bank or trust company acting as Trustee, may be converted, merged or consolidated, or to which the corporate trust business assets as a whole or substantially as a whole of such appointment such successor trustee bank or trust company may be sold, shall be eligible under deemed the provisions of Section 6.05. (c) Upon acceptance by a successor trustee of appointment as provided in this Section, the Master Servicer shall mail notice of the succession Trustee without the execution or filing of such trustee hereunder to all Holders any paper or any further act on the part of Certificates at their addresses as shown in any of the Certificate Register and to the Rating Agencies. The expenses of such mailing shall be borne by the predecessor trusteeparties hereto.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 11.7 hereof shall execute, acknowledge and deliver to the DepositorSeller, the Master Servicer Servicer, each Purchaser Representative 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, 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 (or assign to the Trustee its interest under the Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage Files held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer Seller and the predecessor trustee, Trustee shall execute and deliver such other instruments requested by any Purchaser Representative or otherwise required or contemplated hereunder or under any Supplement or Receivables Purchase Agreement and do such other things as may reasonably be required to more for fully and certainly vest vesting and confirm confirming in the successor trustee all such rights, powers, duties and obligations. Thereupon the resignation or removal of the predecessor Trustee shall become effective and such successor trustee, without any further act, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder and under each Supplement and Receivables Purchase Agreement, with like effect as if originally named as Trustee herein and therein. (b) No successor trustee shall accept appointment as provided in this Section 11.8 unless at the time of such appointment acceptance such successor trustee shall be eligible under the provisions of Section 6.0511.6 hereof. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this SectionSection 11.8, the Master Servicer such successor trustee shall mail notice of the such succession of such trustee hereunder to each Purchaser Representative, Rating Agency and Enhancement Provider and to all Holders of Certificates Investor Certificateholders at their addresses as shown in the Certificate Register and to the Rating Agencies. The expenses of such mailing shall be borne by the predecessor trusteeRegister.

Successor Trustee. (a) Any successor trustee and successor fiscal agent, if applicable, appointed as provided in Section 6.06 8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer Servicer, the Special Servicer, the REMIC Administrator and to its predecessor trustee and predecessor fiscal agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee and predecessor fiscal agent shall become effective and such successor trusteetrustee and successor fiscal agent, if applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee hereinherein or fiscal agent. The predecessor trustee shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and related documents and statements related to each Mortgage Files held by it hereunder, and shall duly assignthe Depositor, transferthe Master Servicer, deliver the Special Servicer, the REMIC Administrator and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations, and to enable the successor trustee to perform its obligations hereunder. If such predecessor trustee was removed as Trustee under this Agreement without cause, the cost of any such execution, delivery or action shall be at the expense of the Trust. (b) No successor trustee or successor fiscal agent, if applicable, shall accept appointment as provided in this Section 8.08 unless at the time of such appointment acceptance such successor trustee or successor fiscal agent shall be eligible under the provisions of Section 6.058.06. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this SectionSection 8.08, the Master Servicer successor trustee shall mail notice of the succession of such trustee and fiscal agent hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register Depositor and to the Rating Agencies. The expenses of such mailing shall be borne by the predecessor trusteeCertificateholders.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Swap Counterparty, the Cap Counterparty, the Master Servicer and any NIMS Insurer and to its predecessor trustee (i) an instrument accepting such appointment hereunderhereunder and (ii) if such successor trustee is appointed at any time during the period that a Form 10-K is being filed with respect to the Trust in accordance with the Exchange Act and the rules and regulations of the Commission, the certification required pursuant to the first sentence of Section 6.01(k) indicating which Servicing Criteria are applicable to such successor trustee, and thereupon the resignation or removal of the predecessor 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 like effect as if originally named as trustee herein. The predecessor trustee (or its custodian) shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under the each Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage Files File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this SectionSection 6.07, the Master Servicer predecessor 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 and to the any Rating AgenciesAgency. The expenses of such mailing shall be borne by the predecessor trustee. (d) Upon the resignation or removal of the Trustee pursuant to this Section 6.07, the Trustee shall deliver the amounts held in its possession for the benefit of the Certificateholders to the successor trustee upon the appointment of such successor trustee.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer 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, 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 (or assign to the Trustee its interest under the Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage Files held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In additionThe Depositor, the Master Servicer and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to for more fully and certainly vest vesting and confirm confirming in the successor trustee all such rights, powers, duties duties, and obligations. (b) . In addition, if a Swap 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 Swap Contract Administrator under the Swap Contract Administration Agreement and as successor Swap Trustee. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such appointment acceptance such successor trustee shall be eligible under the provisions of Section 6.05. (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 of appointment as provided in this SectionSection 8.08, the Master Servicer 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 Certificates. If the Certificate Register and Depositor fails to the Rating Agencies. The expenses mail such notice within 10 days after acceptance of such mailing shall be borne appointment by the predecessor successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer Servicer, the Cap Counterparty 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, 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 like effect as if originally named as trustee herein. The predecessor trustee (or its custodian) shall deliver to the any successor trustee (or assign to the Trustee its interest under the each Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage Files File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this Section, the Master Servicer predecessor 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 and to the any Rating AgenciesAgency. The expenses of such mailing shall be borne by the predecessor trustee. (d) Upon the resignation or removal of the Trustee pursuant to this Section 6.07, the Trustee shall deliver the amounts held in its possession for the benefit of the Certificateholders to the successor trustee or the successor trustee’s designee upon the appointment of such successor trustee.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer Servicer, the Swap Counterparty 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, 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 like effect as if originally named as trustee herein. The predecessor trustee (or its custodian) shall deliver to the any successor trustee (or assign to the Trustee its interest under the each Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage Files File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this Section, the Master Servicer predecessor 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 and to the any Rating AgenciesAgency. The expenses of such mailing shall be borne by the predecessor trustee. (d) Upon the resignation or removal of the Trustee pursuant to this Section 6.07, the Trustee shall deliver the amounts held in its possession for the benefit of the Certificateholders to the successor trustee or the successor trustee’s designee upon the appointment of such successor trustee.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer Servicer, the Guarantor 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, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee (or assign to the Trustee its interest under the each Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage Files File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this Section, the Master Servicer outgoing 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 Register, to the Rating Agencies and to the Rating AgenciesGuarantor. The expenses of such mailing shall be borne by the predecessor trusteeoutgoing Trustee.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer Servicer, any NIMS Insurer 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 without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein. The A predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under the each Custodial Agreement, to the extent permitted thereunder) ), all Mortgage Files and documents and statements related to each Mortgage Files File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee of appointment trustee, as provided in this Section, the Master Servicer predecessor 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 and to the any Rating AgenciesAgency. The expenses of such mailing shall be borne by the predecessor trusteeMaster Servicer.

Successor Trustee. (a) Any successor trustee Owner Trustee or Delaware Trustee appointed as provided in pursuant to Section 6.06 10.2 shall execute, acknowledge and deliver to the Depositor, the Master Servicer Indenture Trustee and to its predecessor 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, 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 like effect as if originally named as trustee hereinOwner Trustee or Delaware Trustee, as the case may be. The predecessor trustee Owner Trustee or Delaware Trustee shall upon payment of its fees and expenses deliver to the successor trustee (Owner Trustee or assign to Delaware Trustee, as the Trustee its interest under the Custodial Agreementcase may be, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage Files and monies held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, ; and the Master Servicer Indenture Trustee and the predecessor trusteeOwner Trustee or Delaware Trustee, as the case may be, shall execute and deliver such other instruments and do such other things as may reasonably be required to more for fully and certainly vest vesting and confirm confirming in the successor trustee Owner Trustee or Delaware Trustee, as the case may be, all such rights, powers, duties duties, and obligations. (b) . No successor trustee Owner Trustee or Delaware Trustee shall accept appointment as provided in this Section 10.3 unless at the time of such appointment acceptance such successor trustee Owner Trustee or Delaware Trustee, as the case may be, shall be eligible under the provisions of pursuant to Section 6.05. (c) 10.1 above. Upon acceptance of appointment by a successor trustee of appointment Owner Trustee or Delaware Trustee, as provided in the case may be, pursuant to this SectionSection 10.3, the Master Servicer Indenture Trustee shall mail notice of the succession successor of such trustee hereunder Owner Trustee or Delaware Trustee to all Holders of Certificates at their addresses as shown in the Certificate Register Administrator, the Transferor, the Noteholders and to the Rating Agencies. The expenses If the Indenture Trustee fails to mail such notice within 10 days after acceptance of such mailing shall be borne appointment by the predecessor trusteesuccessor Owner Trustee or Delaware Trustee, as the case may be, the successor Owner Trustee or Delaware Trustee shall cause such notice to be mailed at the expense of the Indenture Trustee. Any successor Delaware Trustee shall promptly file a certificate of amendment identifying the name and principal plan of business of the Delaware Trustee in the State of Delaware.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer Servicer, any NIMS Insurer 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 without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein. The A predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under the Custodial Agreement, to the extent permitted thereunder) ), all Mortgage Files and documents and statements related to each Mortgage Files File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee of appointment trustee, as provided in this Section, the Master Servicer predecessor 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 and to the any Rating AgenciesAgency. The expenses of such mailing shall be borne by the predecessor trusteeresigning or removed Trustee.

Successor Trustee. (a) Any successor trustee Trustee appointed as provided in Section 6.06 11.08 shall execute, acknowledge and deliver to the DepositorServicer, the Master Servicer 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, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee hereinTrustee. The predecessor trustee Trustee shall deliver or cause to be delivered to the successor trustee (or assign to Trustee the Trustee its interest under Contracts and the Custodial Agreement, to the extent permitted thereunder) all Mortgage Contract Files and any related documents and statements related to each Mortgage Files held by it hereunder; and, if the Contracts are then held by a Custodian pursuant to a custodial agreement, the predecessor Trustee and the Custodian shall duly assign, transfer, deliver and pay over amend such custodial agreement to make the successor Trustee the successor to the successor trustee predecessor Trustee thereunder; and 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 record or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In additionServicer, the Master Servicer Company and the predecessor trustee, Trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more for fully and certainly vest vesting and confirm confirming in the successor trustee Trustee all such rights, powers, duties and obligations. . If the predecessor Trustee is then the lender of record for purposes of FHA Insurance (b) due to an Event of Termination), the predecessor Trustee shall submit a report to FHA describing the transfer of the FHA-Insured Contracts without recourse, in such form as is then required under FHA Regulations to cause HUD to transfer to the successor Trustee the FHA insurance reserves applicable to the FHA-Insured Contracts. No successor trustee Trustee shall accept appointment as provided in this Section 11.09 unless at the time of such appointment acceptance such successor trustee Trustee shall be eligible under the provisions of Section 6.05. (c) 11.07. Upon acceptance of appointment by a successor trustee of appointment Trustee as provided in this SectionSection 11.09, the Master Servicer shall mail cause notice of the succession of such trustee Trustee hereunder to all Holders of Certificates be mailed to S&P, to Fitch and to each Certificateholder and the Class C Certificateholder at their addresses as shown in the Certificate Register and Register. If the Servicer fails to the Rating Agencies. The expenses mail such notice within ten days after acceptance of such mailing shall be borne appointment by the predecessor trusteesuccessor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Servicer.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Group 1 Swap Counterparty, the Group 1 Cap Counterparty, the Balance Guaranteed Cap Counterparty, the Group 2 Cap Counterparty, the Master Servicer Servicer, the Certificate Insurer and any 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, 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 like effect as if originally named as trustee herein. The predecessor trustee (or its custodian) shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under the each Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage Files File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this SectionSection 6.07, the Master Servicer predecessor trustee 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 and to the any Rating AgenciesAgency. The expenses of such mailing shall be borne by the predecessor trustee. (d) Upon the resignation or removal of the Trustee pursuant to this Section 6.07, the Trustee shall deliver the amounts held in its possession for the benefit of the Certificateholders and the Certificate Insurer to the successor trustee upon the appointment of such successor trustee.

Successor Trustee. (a) Any successor trustee Trustee appointed as provided in Section 6.06 7.6 shall execute, acknowledge and deliver to the Depositor, the Master Servicer 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 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 like effect as if originally named as trustee Trustee herein. The predecessor trustee Trustee shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each the Mortgage Files held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee Trustee the entire Trust FundTrust, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record records or copies thereof maintained by the predecessor trustee Trustee in the administration hereof as may be reasonably requested by the successor trustee Trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer Depositor and the predecessor trustee, Trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee Trustee all such rights, powers, duties and obligations. Anything herein to the contrary notwithstanding, in no event shall the combined fees payable to a successor Trustee exceed the Trustee Fee. (b) No successor trustee Trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee Trustee shall be eligible under the provisions of Section 6.057.5. (c) Upon acceptance of appointment by a successor trustee of appointment Trustee as provided in this Section, the Master Servicer successor Trustee 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 and to the Rating AgenciesAgencies (evidence of such mailing to be provided to the Depositor and the Master Servicer). The expenses of such mailing shall be borne by the predecessor trusteesuccessor Trustee.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 8.07 shall execute, acknowledge and deliver to the Depositor, the Mortgage Loan Seller, the Additional Warranting Party, the Master Servicer 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, 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 (or assign to the Trustee its interest under the Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and related documents and statements related to each Mortgage Files held by it hereunderhereunder (other than any Mortgage Files and related documents and statements at the time held on its behalf by a Custodian, which Custodian shall become the agent of the successor trustee), and shall duly assignthe Depositor, transferthe Mortgage Loan Seller, deliver the Additional Warranting Party (at the direction of and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such on behalf of the record or copies thereof maintained by Mortgage Loan Seller), the Master Servicer, the Special Servicer, the REMIC Administrator and 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 to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations, and to enable the successor trustee to perform its obligations hereunder. If such predecessor trustee was removed as Trustee under this Agreement without cause, the cost of any such execution, delivery or action shall be at the expense of the Trust. (b) No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such appointment acceptance such successor trustee shall be eligible under the provisions of Section 6.058.06. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this SectionSection 8.08, the Master Servicer shall mail notice of the succession of such trustee hereunder to all Holders the Depositor and the Certificateholders. If the Master Servicer fails to mail such notice within 10 days after acceptance of Certificates at their addresses as shown in the Certificate Register and to the Rating Agencies. The expenses of such mailing shall be borne appointment by the predecessor successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Master Servicer.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 7.06 shall execute, acknowledge and deliver to the Depositor, the Servicer, the Master Servicer Servicer, the Securities 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, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee Trustee herein. The A predecessor trustee shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial Agreementtrustee, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage Files File held by it hereunder, if any, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer successor Trustee and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.057.05. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this Section, the Master Servicer predecessor 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 and to the any Rating AgenciesAgency. The expenses of such mailing shall be borne by the predecessor trustee.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the 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, 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 like effect as if originally named as trustee herein. The A predecessor trustee shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under the Custodial Agreement, to the extent permitted thereunder) ), all Mortgage Files and documents and statements related to each Mortgage Files File held by it hereunder, and shall duly assign, transfer, transfer and deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this Section, the Master Servicer predecessor 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 and to the any Rating AgenciesAgency. The expenses of such mailing shall be borne by the predecessor trustee. (d) Upon the resignation or removal of the Trustee pursuant to this Section 6.06, the Trustee shall deliver the amounts held in its possession for the benefit of the Certificateholders to the successor trustee upon the appointment of the successor trustee.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 under this Agreement shall execute, acknowledge and deliver to the Depositor, the Master Servicer Holdings and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon appointment. Thereupon the resignation or removal of the predecessor 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 hereunderunder this Agreement, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage Files held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, to the Master Servicer and extent required, the predecessor trustee, trustee shall execute and deliver to the successor trustee an instrument of transfer, transferring the Trust Estate to the successor trustee, and shall vest the Trust Estate in the successor trustee and deliver to the successor trustee all books, documents, records and other property whatsoever relating to the Trust Estate. Further, on the written request of Holdings or of the successor trustee, the trustee ceasing to act shall, upon payment of any amounts then due to it pursuant to the provisions of this Agreement, execute and deliver an instrument transferring to such other successor trustee all the rights and powers of the trustee so ceasing to act. Upon the request of any such successor trustee, Holdings and such predecessor trustee shall execute any and all instruments and do such other things as may reasonably be required to in writing for more fully and certainly vest vesting in and confirm in the confirming to such successor trustee all such rightsrights and powers. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, powersor any corporation resulting from any merger, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at conversion or consolidation to which the time of such appointment such successor trustee Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust or agency business of the Trustee shall be the successor of the Trustee hereunder; provided, that such corporation shall be otherwise eligible under the provisions of Section 6.05. (c) Upon acceptance by this Agreement to act as a successor trustee Trustee without the execution or filing of appointment as provided in this Section, any paper or any further act on the Master Servicer shall mail notice part of any of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to the Rating Agencies. The expenses of such mailing shall be borne by the predecessor trusteeparties hereto.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer Servicer, any NIMS Insurer, the Swap Counterparty and to its predecessor 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, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein. The A predecessor trustee (or its custodian) shall deliver to the Trustee or any successor trustee (or assign to the Trustee its interest under the any Custodial Agreement, to the extent permitted thereunder) ), all Mortgage Files and documents and statements related to each Mortgage Files File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section 6.07 unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this SectionSection 6.07, the Master Servicer predecessor 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 and to the any Rating AgenciesAgency. The expenses of such mailing shall be borne by the predecessor trustee. (d) Upon the resignation or removal of the Trustee pursuant to this Section 6.07, the Trustee shall deliver the amounts held in its possession for the benefit of the Certificateholders to the successor trustee upon the appointment of the successor trustee.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 11.6 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the 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, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee Trustee herein. The A predecessor trustee shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial Agreementtrustee, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage Files File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.0511.5. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this Section, the Master Servicer predecessor 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 and to the any Rating AgenciesAgency. The expenses of such mailing shall be borne by the predecessor trustee.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the 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, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee hereintrustee. The predecessor trustee (or its custodian) shall deliver to the successor trustee (or assign to the Trustee successor trustee its interest under the each Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage Files held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record or copies thereof maintained by the predecessor trustee 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, Trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this Section, the Master Servicer shall mail notice of the succession of such trustee hereunder Trustee and to all Holders of Certificates at their addresses as shown in the Certificate Register and to the Rating Agencies. The expenses of such mailing shall be borne by the predecessor trusteeMaster Servicer.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer 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 (or assign to the Trustee its interest under the all Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and related documents and statements related to each Mortgage Files held by it hereunder (other than any Custodial Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In additionCompany, the Master Servicer and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to for more fully and certainly vest vesting and confirm confirming in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment acceptance such successor trustee shall be eligible under the provisions of Section 6.058.06. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this Section, the Master Servicer 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 and 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. Section 8.09. Merger or Consolidation of Trustee. Any corporation or national banking association into which the Trustee may be merged or converted or with which it may be consolidated or any corporation or national banking association resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation or national banking association succeeding to the Rating Agenciesbusiness of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation or national banking association shall be eligible under the provisions of Section 8.06, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. The expenses Trustee shall mail notice of any such mailing shall be borne by merger or consolidation to the predecessor trusteeCertificateholders at their address as shown in the Certificate Register.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer Depositor and to its predecessor trustee an instrument accepting such appointment hereunderhereunder , and thereupon the resignation or removal of the predecessor 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 like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial Agreement, to the extent permitted thereunder) all Trustee Mortgage Files and documents and statements related to each Trustee Mortgage Files File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer Depositor and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations. The predecessor trustee shall also deliver to the Depositor the Back-up Certificate with respect to the portion of the calendar year in which the predecessor trustee acted as Trustee hereunder. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee of appointment trustee, as provided in this Section, the Master Servicer predecessor 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 and to the any Rating AgenciesAgency. The expenses of such mailing shall be borne by the predecessor trusteeTrustee.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer 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, 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 (or assign to the Trustee its interest under the Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and related documents and statements related to each Mortgage Files 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 shall duly assign, transfer, deliver the Depositor and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, shall execute and deliver such other instruments and do such other things as may reasonably be required to for more fully and certainly vest vesting and confirm confirming in the successor trustee all such rights, powers, duties and obligations. (b) . No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment acceptance such successor trustee shall be eligible under the provisions of Section 6.05. 8.06 and the appointment of such successor trustee shall not result in a downgrading of any Class of Certificates (cwithout regard to the Policy) by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee of appointment as provided in this Section, the Master Servicer 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 and Register. If the Depositor fails to the Rating Agencies. The expenses mail such notice within 10 days after acceptance of such mailing shall be borne appointment by the predecessor successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Trustee. (a) Any Trustee may resign by an instrument in writing addressed to State Farm, or Trustee may be removed at any time with or without cause by an instrument in writing executed by State Farm. In case of the death, resignation, removal or disqualification of Trustee or if for any reason State Farm shall deem it desirable to appoint a substitute or successor trustee appointed as Trustee to act instead of the herein named Trustee or any substitute or successor Trustee, then State Farm shall have the right and is hereby authorized and empowered to appoint a successor Trustee, or a substitute Trustee, without formality other than appointment and designation in writing executed by State Farm and the authority hereby conferred shall extend to the appointment of other successor and substitute Trustees successively until the Indebtedness has been paid in full or until the Premises is sold hereunder. In the event the Indebtedness is owned by more than one person or entity, the holders of not less than a majority in the amount of such Indebtedness shall have the right and authority to make the appointment of a successor or substitute Trustee provided for in Section 6.06 the preceding sentence. Such appointment and designation by State Farm or by the holder or holders of not less than a majority of the Indebtedness shall executebe full evidence of the right and authority to make the same and of all facts therein recited. If of State Farm such appointment is executed on behalf of State Farm by an officer of State Farm, acknowledge such appointment shall be conclusively presumed to be executed with authority and shall be valid and sufficient without proof of any action by the board of directors or any superior officer of the association or corporation. Upon the making of any such appointment and designation, all of the estate and title of Trustee in the Premises shall vest in the named successor or substitute Trustee and he shall thereupon succeed to and shall hold, possess and execute all the rights, powers, privileges, immunities and duties herein conferred upon Trustee; but nevertheless, upon the written request of State Farm or of the successor or substitute Trustee, Trustee ceasing to act shall execute and deliver to the Depositor, the Master Servicer and to its predecessor trustee an instrument accepting transferring to such appointment hereunder, and thereupon the resignation successor or removal substitute Trustee all of the predecessor trustee shall become effective estate and such successor trustee, without any further title in the Premises of Trustee so ceasing to act, deed or conveyance, shall become fully vested together with all the rights, powers, privileges, immunities and duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage Files held by it hereunderherein conferred upon Trustee, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such deliver any of the record properties and moneys held by said Trustee hereunder to said successor or copies thereof maintained by substitute Trustee. All references herein to Trustee shall be deemed to refer to Trustee (including any successor or substitute appointed and designated as herein provided) from time to time acting hereunder. Grantor hereby ratifies and confirms any and all acts which the predecessor trustee herein named Trustee or his successor or successors, substitute or substitutes, 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 trusteetrust, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligationslawfully by virtue hereof. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance by a successor trustee of appointment as provided in this Section, the 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 and to the Rating Agencies. The expenses of such mailing shall be borne by the predecessor trustee.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer Servicer, any NIMS Insurer, the Swap Counterparty 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, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein. The A predecessor trustee (or its custodian) shall deliver to the any successor trustee (or assign to the Trustee its interest under the Custodial Agreement, to the extent permitted thereunder) ), all Mortgage Files and documents and statements related to each Mortgage Files File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this Section, the Master Servicer predecessor 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 and to the any Rating AgenciesAgency. The expenses of such mailing shall be borne by the predecessor trustee. (d) Upon the resignation or removal of the Trustee pursuant to this Section 6.06, the Trustee shall deliver the amounts held in its possession for the benefit of the Certificateholders to the successor trustee or the successor trustee’s designee upon the appointment of the successor trustee.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 8.07 shall execute, acknowledge and deliver to the Depositor, the Mortgage Loan Sellers, the Master Servicer 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, 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 (or assign to the Trustee its interest under the Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and related documents and statements related to each Mortgage Files held by it hereunderhereunder (other than any Mortgage Files and related documents and statements at the time held on its behalf by a Custodian, which Custodian shall become the agent of the successor trustee), and shall duly assignthe Depositor, transferthe Mortgage Loan Sellers, deliver the Master Servicer, the Special Servicer, the REMIC Administrator and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations, and to enable the successor trustee to perform its obligations hereunder. If such predecessor trustee was removed as Trustee under this Agreement without cause, the cost of any such execution, delivery or action shall be at the expense of the Trust. (b) No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such appointment acceptance such successor trustee shall be eligible under the provisions of Section 6.058.06. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this SectionSection 8.08, the Master Servicer 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 Depositor and to the Rating Agencies. The expenses of such mailing shall be borne by the predecessor trusteeCertificateholders.

Successor Trustee. (a) Any successor trustee Owner Trustee or Delaware Trustee appointed as provided in pursuant to Section 6.06 10.2 shall execute, acknowledge and deliver to the Depositor, the Master Servicer Indenture Trustee and to its predecessor 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, 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 like effect as if originally named as trustee hereinOwner Trustee or Delaware Trustee, as the case may be. The predecessor trustee Owner Trustee or Delaware Trustee shall upon payment of its fees and expenses deliver to the successor trustee (Owner Trustee or assign to Delaware Trustee, as the Trustee its interest under the Custodial Agreementcase may be, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage Files and monies held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, ; and the Master Servicer Indenture Trustee and the predecessor trusteeOwner Trustee or Delaware Trustee, as the case may be, shall execute and deliver such other instruments and do such other things as may reasonably be required to more for fully and certainly vest vesting and confirm confirming in the successor trustee Owner Trustee or Delaware Trustee, as the case may be, all such rights, powers, duties duties, and obligations. (b) . No successor trustee Owner Trustee or Delaware Trustee shall accept appointment as provided in this Section 10.3 unless at the time of such appointment acceptance such successor trustee Owner Trustee or Delaware Trustee, as the case may be, shall be eligible under the provisions of pursuant to Section 6.05. (c) 10.1 above. Upon acceptance of appointment by a successor trustee of appointment Owner Trustee or Delaware Trustee, as provided in the case may be, pursuant to this SectionSection 10.3, the Master Servicer Indenture Trustee shall mail notice of the succession successor of such trustee hereunder Owner Trustee or Delaware Trustee to all Holders of Certificates at their addresses as shown in the Certificate Register Transferor, the Noteholders and to the Rating Agencies. The expenses If the Indenture Trustee fails to mail such notice within 10 days after acceptance of such mailing shall be borne appointment by the predecessor trusteesuccessor Owner Trustee or Delaware Trustee, as the case may be, the successor Owner Trustee or Delaware Trustee shall cause such notice to be mailed at the expense of the Indenture Trustee. Any successor Delaware Trustee shall promptly file a certificate of amendment identifying the name and principal plan of business of the Delaware Trustee in the State of Delaware.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, Depositor and the Master 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 without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee (or assign to the Trustee its interest under the each Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage Files File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee of appointment trustee, as provided in this Section, the Master Servicer predecessor 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 and to the any Rating AgenciesAgency. The expenses of such mailing shall be borne by the predecessor trusteeMaster Servicer.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer and any NIMS Insurer, the Swap Counterparty 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, 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 like effect as if originally named as trustee herein. The predecessor trustee (or its custodian) shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage Files File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this Section, the Master Servicer predecessor trustee 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 and to the any Rating AgenciesAgency. The expenses of such mailing shall be borne by the predecessor trustee.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer Servicer, 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, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee (or assign to the Trustee its interest under the each Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage Files File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this Section, the Master Servicer predecessor 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 and to the any Rating AgenciesAgency. The expenses of such mailing shall be borne by the predecessor trustee.

Successor Trustee. B2B, upon giving PFSL or any other agent appointed by it pursuant to section 17 hereof at least 90 days’ written notice or such other period of notice as PFSL or any other agent appointed by it pursuant to section 17 hereof may accept or the Applicable RESP Legislation may dictate (a) Any the “Notice Period”), may resign as the trustee of the Plan. PFSL may remove B2B as trustee by giving B2B 30 days’ written notice or such other Notice Period (or no notice if B2B can no longer act as trustee), provided that a successor trustee has been appointed in writing. If B2B stops being a trustee for any reason, B2B will appoint in writing within that 90 day period or that other Notice Period a successor trustee designated by PFSL. However, if PFSL doesn’t recommend a successor trustee within 60 days, or such other period as provided the Applicable RESP Legislation may dictate, after receiving B2B’s written notice of resignation, B2B may do so. The successor trustee must be a corporation resident in Section 6.06 shall execute, acknowledge Canada and deliver authorized under the laws of the province of each Subscriber’s residence indicated in the Application to carry out its duties and responsibilities as trustee under the Plan. B2B will notify the Minister prior to its resignation hereunder and prior to the Depositor, appointment of a replacement trustee in accordance with the Master Servicer terms of the Government Grant agreement between B2B and the Minister. PFSL or any other agent appointed by B2B pursuant to section 17 hereof will notify the Minister prior to effecting B2B’s removal hereunder in accordance with the terms of the Government Grant agreement between PFSL or that agent and the Minister. Notice of the replacement of B2B hereunder will be given by PFSL or B2B to each Subscriber and to its predecessor the Minister of National Revenue. The replacement trustee an instrument accepting such appointment hereunder, and thereupon will enter into a Government Grant agreement with the Minister. Effective upon the resignation or removal of B2B in accordance with the predecessor trustee shall become effective foregoing terms, B2B will execute 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 like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor replacement trustee (or assign to the Trustee its interest under the Custodial Agreementall conveyances, to the extent permitted thereunder) all Mortgage Files transfers and documents and statements related to each Mortgage Files held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record or copies thereof maintained by the predecessor trustee in the administration hereof further assurances as may be requested necessary or desirable to give effect to the appointment of the replacement trustee, and the replacement trustee will thereupon agree to be bound by the successor terms hereof (in which case all references herein to B2B will include the replacement trustee). B2B will transfer all books and records and investments of the Plan to the replacement trustee and in order to permit the orderly administration of the Plan. However, B2B will not transfer any Government Grant monies in the Plan to the replacement trustee until such time as the replacement trustee has entered into a Government Grant agreement with the Minister. Notwithstanding any other provision of this Agreement, any trust company resulting from the merger, amalgamation or continuation of B2B or succeeding to substantially all of the trusteeship business of B2B (either by sale of such business or otherwise) shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, automatically become the Master Servicer and the predecessor trustee, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance by a successor trustee of appointment as provided in this Section, the Master Servicer shall mail notice of the succession of such replacement trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to the Rating Agencies. The expenses of such mailing shall be borne by the predecessor trusteewithout further act or formality.

Successor Trustee. (a) Any successor trustee Trustee appointed as provided in Section 6.06 8.07 shall execute, acknowledge and deliver to the 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 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 Trustee herein. The predecessor trustee Trustee shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and related documents and statements related to each Mortgage Files held by it hereunderhereunder (other than any Mortgage Files at the time held on its behalf by a Custodian, which Custodian, at Custodian's option shall become the agent of the successor Trustee), and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In additionDepositor, the Master Servicer, the Special Servicer and the predecessor trustee, Trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee 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 appointment acceptance such successor trustee shall be eligible under the provisions of Section 6.058.06 and the appointment of such successor trustee would not, as evidenced in writing by S&P, result in a qualification, downgrading or withdrawal of any of the ratings assigned to the Certificates. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this SectionSection 8.08, the 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 and to the Rating AgenciesDepositor and the Certificateholders. The expenses If the Master Servicer fails to mail such notice within 10 days after receipt of such mailing shall be borne notice of the acceptance of appointment by the predecessor successor trustee, such successor trustee shall cause such notice to be mailed at the expense of the Master Servicer.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 11.07 hereof shall execute, acknowledge and deliver to the DepositorNAFCO, the Master Servicer Administrator, the Certificateholders and to its the predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall Trustee shall, upon payment of its fees and expenses and other amounts owed to it pursuant to Section 11.05, 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 like effect as if originally named as trustee Trustee herein. The predecessor trustee Trustee shall deliver to the successor trustee (trustee, at the expense of the Administrator, all documents or assign to the Trustee its interest under the Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents copies thereof and statements related to each Mortgage Files held by it hereunder, ; and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer NAFCO and the predecessor trustee, Trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more for fully vesting and certainly vest and confirm confirming in the successor trustee all such rights, powers, duties and obligations. The Administrator shall promptly give notice to the Applicable Rating Agencies upon the appointment of a successor trustee. (b) No successor trustee shall accept appointment as provided in this Section 11.08 unless at the time of such appointment acceptance such successor trustee shall be eligible to become the Trustee under the provisions of Section 6.0511.06 hereof. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this SectionSection 11.08, the Master Servicer 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 and to the Rating Agencies. Register. (d) The expenses retiring Trustee shall not be liable for any acts or omissions of such mailing shall be borne by the predecessor any successor trustee.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to its the 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, 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 (at the expense of the Certificateholders that effected the removal, if the Trustee has been removed in accordance with Section 8.07(c) without cause or assign if such expenses are not paid by such Certificateholders within ninety (90) days after they are incurred, at the expense of the Trust, provided that such Certificateholders shall remain liable to the Trustee its interest under the Custodial Agreement, to the extent permitted thereunderTrust for such expenses) all Mortgage Files and related documents and statements related to each Mortgage Files held by it hereunderhereunder (other than any Mortgage Files at the time held on its behalf by a third-party Custodian, which Custodian shall become the agent of the successor trustee), and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In additionDepositor, the Master Servicer, the Special Servicer and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee 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 appointment acceptance such successor trustee shall be eligible under the provisions of Section 6.058.06. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this SectionSection 8.08, the Master Servicer such successor trustee shall mail notice of the succession of such trustee hereunder to the Depositor, the Master Servicer, the Special Servicer and the Certificateholders and the Companion Loan Noteholders. (d) Any and all Holders costs and expenses associated with transferring the duties of Certificates at their addresses a Trustee that has resigned or been removed or terminated, as shown in contemplated by Section 8.07, to a successor Trustee, including those associated with transfer of the Certificate Register Mortgage Files and to the Rating Agencies. The expenses of such mailing shall be borne other documents and statements held by the predecessor trusteeTrustee to the successor Trustee, as contemplated by Section 8.07(a), shall be paid by: (i) the predecessor Trustee, if such predecessor Trustee has resigned in accordance with Section 8.07(a) or has been removed in accordance with Sections 8.07(b); (ii) the Certificateholders that effected the removal, if the predecessor Trustee has been removed without cause in accordance with Section 8.07(c); and (iii) the Trust, if such costs and expenses are not paid by the predecessor Trustee or the subject Certificateholders, as contemplated by the immediately preceding clauses (i) and (ii), within ninety (90) days after they are incurred (provided that such predecessor Trustee or such subject Certificateholders, as applicable, shall remain liable to the Trust for such costs and expenses).

Successor Trustee. (a) Any The Trust shall require that any successor trustee to the Trustee appointed as provided in Section 6.06 under the Trust Agreement shall execute, acknowledge and deliver to the DepositorNew Transit, the Master Servicer Partnership and to its predecessor trustee an instrument accepting such appointment hereunderthe rights, powers, duties and thereupon obligations of its predecessor under this Agreement. Thereupon, the resignation or removal of the predecessor 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 hereunderunder this Agreement, with the like effect as if originally named as trustee hereinan original signatory to this Agreement. The predecessor trustee shall deliver to Notwithstanding the successor trustee (or assign to above, any company into which the Trustee may be merged or with which it may be consolidated or amalgamated, any company resulting from any merger, consolidation or amalgamation to which the Trustee shall be a party or any company to which the Trustee may transfer all or substantially all of its corporate trust business shall be a successor Trustee under this Agreement without the execution of any instrument or any further act; provided that such successor Trustee shall be a corporation qualified to carry on a trust business as contemplated hereby in each of the Provinces of Canada, shall not be controlled by a non-resident person or group of non-resident persons for the purposes of the Income Tax Act (Canada) and shall not have a material conflict of interest in its role as a fiduciary under the Custodial Trust Agreement. ARTICLE SIX - New Transit Successors Section 6.01 Successor in the Event of Combination, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage Files held etc. In connection with any transaction (whether by it hereunderway of reconstruction, and shall duly assignreorganization, consolidation, amalgamation, arrangement, merger, transfer, deliver and pay over to the successor trustee the entire Trust Fundsale, together with lease or otherwise) whereby all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such substantially all of the record undertaking, property and assets of New Transit would become the property of any other Person or, in the case of an amalgamation, arrangement or copies thereof maintained merger, of the continuing corporation resulting therefrom, either (i) such other Person or continuing corporation (herein called the “New Transit Successor”), by operation of law, shall become, without more, bound by the predecessor trustee in terms and provisions of this Agreement, or (ii) if not so bound, shall execute, prior to or contemporaneously with the administration hereof as may be requested consummation of such transaction, an assignment and assumption agreement by the successor trustee New Transit Successor of liability for all monies payable and shall thereupon property deliverable hereunder and the covenant of such New Transit Successor to pay and deliver or cause to be discharged from delivered the same and its agreement to observe and perform all duties the covenants and responsibilities obligations of New Transit 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 to more fully and certainly vest and 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 appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance by a successor trustee of appointment as provided in this Section, the 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 and to the Rating Agencies. The expenses of such mailing shall be borne by the predecessor trustee.

Successor Trustee. (a) Any successor trustee Trustee appointed as provided in Section 6.06 11.08 shall execute, acknowledge and deliver to the DepositorServicer, the Master Servicer 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 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 like effect as if originally named as trustee hereinTrustee. The predecessor trustee Trustee shall deliver or cause to be delivered to the successor trustee (or assign to Trustee the Trustee its interest under Contracts and the Custodial Agreement, to the extent permitted thereunder) all Mortgage Contract Files and any related documents and statements related to each Mortgage Files held by it hereunder; and, if the Contracts are then held by a Custodian pursuant to a custodial agreement, the predecessor Trustee and the Custodian shall duly assign, transfer, deliver and pay over amend such custodial agreement to make the successor Trustee the successor to the successor trustee predecessor Trustee thereunder; and 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 record or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In additionServicer, the Master Servicer Company and the predecessor trustee, Trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more for fully and certainly vest vesting and confirm confirming in the successor trustee Trustee all such rights, powers, duties and obligations. . If the predecessor Trustee is then the lender of record for purposes of FHA Insurance (b) due to an Event of Termination), the predecessor Trustee shall submit a report to FHA describing the transfer of the FHA-Insured Contracts without recourse, in such form as is then required under FHA Regulations to cause HUD to transfer to the successor Trustee the FHA insurance reserves applicable to the FHA-Insured Contracts. No successor trustee Trustee shall accept appointment as provided in this Section 11.09 unless at the time of such appointment acceptance such successor trustee Trustee shall be eligible under the provisions of Section 6.05. (c) 11.07. Upon acceptance of appointment by a successor trustee of appointment Xxxxxxx as provided in this SectionSection 11.09, the Master Servicer shall mail cause notice of the succession of such trustee Trustee hereunder to all Holders of Certificates be mailed to S&P, to Fitch and to each Certificateholder and the Class C Certificateholder at their addresses as shown in the Certificate Register and Register. If the Servicer fails to the Rating Agencies. The expenses mail such notice within ten days after acceptance of such mailing shall be borne appointment by the predecessor trusteesuccessor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Servicer.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the 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, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee (or assign to the Trustee its interest under the each Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage Files held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this Section, the Master Servicer shall mail notice of the succession of such trustee hereunder to the Certificate Insurer and to all Holders of Certificates at their addresses as shown in the Certificate Register and to the Rating Agencies. The expenses of such mailing shall be borne by the predecessor trusteeMaster Servicer.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, Depositor and the Master Servicer and any NIMS Insurer and to its predecessor trustee (i) an instrument accepting such appointment hereunderhereunder and (ii) if such successor trustee is appointed at any time during the period that a Form 10-K is being filed with respect to the Trust in accordance with the Exchange Act and the rules and regulations of the Commission, the certification required pursuant to the first sentence of Section 6.01(k) indicating which Servicing Criteria are applicable to such successor trustee, and thereupon the resignation or removal of the predecessor 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 like effect as if originally named as trustee herein. The predecessor trustee (or its custodian) shall deliver to the successor trustee (or assign to the Trustee its interest under the each Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage Files File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this Section, the Master Servicer predecessor 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 and to the any Rating AgenciesAgency. The expenses of such mailing shall be borne by the predecessor trustee.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to its the 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, 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 (at the expense of the Certificateholders that effected the removal, if the Trustee has been removed in accordance with Section 8.07(c) without cause or assign if such expenses are not paid by such Certificateholders within 90 days after they are incurred, at the expense of the Trust, provided that such Certificateholders shall remain liable to the Trustee its interest under the Custodial Agreement, to the extent permitted thereunderTrust for such expenses) all Mortgage Files and related documents and statements related to each Mortgage Files held by it hereunderhereunder (other than any Mortgage Files at the time held on its behalf by a third-party Custodian, which Custodian shall become the agent of the successor trustee), and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In additionDepositor, the Master Servicer, the Special Servicer and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee 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 appointment acceptance such successor trustee shall be eligible under the provisions of Section 6.058.06. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this SectionSection 8.08, the Master Servicer 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 Depositor, the Master Servicer, the Special Servicer, the Certificateholders and to the Rating Agencies. The expenses of such mailing shall be borne by the predecessor trusteeNon-Trust Mortgage Loan Noteholders.

Successor Trustee. (a) Any successor trustee Trustee appointed as provided in Section 6.06 9.8 shall execute, acknowledge and deliver to the DepositorServicer, the Master Servicer Seller 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 trusteeTrustee, without any further act, deed or conveyanceconveyance (except as provided below), shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunderunder this Agreement, with like effect as if originally named as trustee herein. The predecessor trustee shall deliver to Trustee; but, on request of the Seller or the successor trustee (or assign Trustee, such predecessor Trustee shall, upon payment of its charges then unpaid, execute and deliver an instrument transferring to such successor Trustee all of the rights, powers and trusts of the Trustee its interest under the Custodial Agreement, so ceasing to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage Files held by it hereunderact, and shall duly assign, transfertransfer and deliver to such successor Trustee all property and money held by such Trustee so ceasing to act hereunder. Upon request of any such successor Trustee, the Seller, on behalf of the Trust, shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts. The predecessor Trustee shall deliver and pay over to the successor trustee the entire Trust Fund, together with Trustee all necessary instruments of transfer documents and assignment statements held by it under this Agreement or other documents properly executed necessary to effect such transfer any Related Document; and such of the record or copies thereof maintained by the predecessor trustee in Trustee and the administration hereof as may be requested by other parties to such Related Documents shall amend any related document to make the successor trustee Trustee the successor to the predecessor Trustee thereunder; and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, Trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more for fully and certainly vest vesting and confirm confirming in the successor trustee Trustee all such rights, powers, duties and obligations. (b) . No successor trustee Trustee shall accept appointment as provided in this Section 9.9 unless at the time of such appointment acceptance such successor trustee Trustee shall be eligible under the provisions of Section 6.05. (c) 9.7. Upon acceptance of appointment by a successor trustee of appointment Trustee as provided in this SectionSection 9.9, the Master Servicer Seller shall mail notice by first-class mail of the succession successor of such trustee hereunder Trustee and the address of the successor Trustee's Corporate Trust Office under this Agreement, to the Rating Agency, and all Holders of Certificates at their addresses as shown in the Certificate Register and Register. If the Seller fails to the Rating Agencies. The expenses mail such notice within 10 days after acceptance of such mailing shall be borne appointment by the predecessor trusteesuccessor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Seller.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 11.7 hereof shall execute, acknowledge and deliver to the DepositorSeller, the Master Servicer Servicer, each Purchaser Representative 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, 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 (or assign to the Trustee its interest under the Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage Files held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer Seller and the predecessor trustee, Trustee shall execute and deliver such other instruments requested by any Purchaser Representative or otherwise required or contemplated hereunder or under any Supplement or Receivables Purchase Agreement and do such other things as may reasonably be required to more for fully and certainly vest vesting and confirm confirming in the successor trustee all such rights, powers, duties and obligations. Thereupon the resignation or removal of the predecessor Trustee shall become effective and such successor trustee, without any further act, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder and under each Supplement and Receivables Purchase Agreement, with like effect as if originally named as Trustee herein and therein. (b) No successor trustee shall accept appointment as provided in this Section 11.8 unless at the time of such appointment acceptance such successor trustee shall be eligible under the provisions of Section 6.0511.6 hereof. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this SectionSection 11.8, the Master Servicer such successor trustee shall mail notice of the such succession of such trustee hereunder to each Purchaser Representative, Rating Agency and Enhancement Provider and to all Holders of Certificates Investor Certificateholders at their addresses as shown in the Certificate Register and to the Rating AgenciesRegister. The expenses of such mailing shall be borne by the predecessor trustee.97

Successor Trustee. (a) Any successor trustee Trustee appointed as provided in Section 6.06 9.06 shall execute, acknowledge and deliver to the Depositor, the Master 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 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 like effect as if originally named as trustee Trustee herein. The predecessor trustee shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage Files held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee Trustee the entire Trust Fundwhole of the Mortgage Files and related documents and statements held by it hereunder (or direct a Custodian to deliver such Mortgage Files and related documents and statements), together with all necessary instruments of transfer and assignment or other documents properly executed necessary as may be reasonably required to effect such transfer and such of the record records or copies thereof maintained by the predecessor trustee Trustee in the administration hereof as may be reasonably requested by the successor trustee Trustee and shall thereupon be discharged from all duties and responsibilities under this AgreementAgreement (other than pursuant to Section 3.20 hereunder). In addition, All costs associated with the Master Servicer and appointment of a successor Trustee shall be paid to the Person that incurred them by the predecessor trusteeTrustee. Without limiting the predecessor Trustee's obligation, if the predecessor Trustee fails to pay such costs, such costs shall execute and deliver such other instruments and do such other things as may reasonably be required reimbursed by the Trust; provided, however, that if the predecessor Trustee has been terminated pursuant to more fully and certainly vest and confirm the third paragraph of Section 9.06, all reasonable expenses incurred in complying with this Section 9.07 shall be reimbursed by the successor trustee all such rights, powers, duties and obligations. (b) Trust to the Person that incurred them. No successor trustee Trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment such successor trustee Trustee shall be eligible under the provisions of Section 6.05. (c) 9.05. Upon acceptance of appointment by a successor trustee of appointment Trustee as provided in this SectionSection 9.07, the Master Servicer shall cooperate to mail notice of the succession of such trustee Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency. If the Rating AgenciesServicer fails to mail such notice within 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 Servicer. The expenses predecessor Trustee and successor Trustee shall notify the Depositor of any such appointment at least two Business Days prior to the effective date thereof and shall provide the Depositor with all information required by the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K not later than the effective date of such mailing shall be borne by the predecessor trusteeappointment.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer Servicer, any NIMS Insurer 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 without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein. The A predecessor trustee shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial Agreement, to the extent permitted thereunder) ), all Mortgage Files and documents and statements related to each Mortgage Files File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee of appointment trustee, as provided in this Section, the Master Servicer predecessor 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 and to the any Rating AgenciesAgency. The expenses of such mailing shall be borne by the predecessor trusteeMaster Servicer.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to its the 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, 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 (at the expense of the Certificateholders that effected the removal, if the Trustee has been removed in accordance with Section 8.07(c) without cause or assign if such expenses are not paid by such Certificateholders within ninety (90) days after they are incurred, at the expense of the Trust, provided that such Certificateholders shall remain liable to the Trustee its interest under the Custodial Agreement, to the extent permitted thereunderTrust for such expenses) all Mortgage Files and related documents and statements related to each Mortgage Files held by it hereunderhereunder (other than any Mortgage Files at the time held on its behalf by a third-party Custodian, which Custodian shall become the agent of the successor trustee), and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In additionDepositor, the Master Servicer, the Special Servicer and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee 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 appointment acceptance such successor trustee shall be eligible under the provisions of Section 6.058.06. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this SectionSection 8.08, the Master Servicer 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 Depositor, the Master Servicer, the Special Servicer, the Certificateholders and to the Rating Agencies. The expenses of such mailing shall be borne by the predecessor trustee_______________ Companion Loan Noteholder.

Successor Trustee. FISCAL AGENT OR PAYING AGENT. (a) Any successor trustee Trustee, Fiscal Agent or Paying Agent appointed as provided in Section 6.06 7.6 shall execute, acknowledge and deliver to the Depositor, the Master Servicer Depositor and to its predecessor trustee Trustee, Fiscal Agent or Paying Agent, as the case may be, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee, Fiscal Agent or Paying Agent, as the case may be, shall become effective and such successor trusteeTrustee, Fiscal Agent or Paying Agent, as the case may be, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee Trustee, Fiscal Agent or Paying Agent herein. The predecessor trustee Trustee, Fiscal Agent or Paying Agent shall deliver (at such predecessor's own expense) to the successor trustee (Trustee, Fiscal Agent or assign to the Trustee its interest under the Custodial Agreement, to the extent permitted thereunder) Paying Agent all Mortgage Files and documents and statements related to each the Mortgage Files held by it hereunder, and the predecessor Trustee shall duly assign, transfer, deliver and pay over (at such predecessor's own expense) to the successor trustee Trustee, the entire Trust FundTrust, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of transfer. The predecessor Trustee, Fiscal Agent or Paying Agent, as the record case may be, shall also deliver all records or copies thereof maintained by the predecessor trustee Trustee, Fiscal Agent or Paying Agent in the administration hereof as may be reasonably requested by the successor trustee Trustee, Fiscal Agent or Paying Agent, as applicable, and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer Depositor and the predecessor trusteeTrustee, Fiscal Agent or Paying Agent shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee Trustee, Fiscal Agent or Paying Agent, as the case may be, all such rights, powers, duties and obligations. Anything herein to the contrary notwithstanding, in no event shall the combined fees payable to a successor Trustee exceed the Trustee Fee. (b) No successor trustee Trustee, Fiscal Agent or Paying Agent shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee Trustee, Fiscal Agent or Paying Agent, as the case may be, shall be eligible under the provisions of Section 6.057.5. (c) Upon acceptance of appointment by a successor trustee of appointment Trustee, Fiscal Agent or Paying Agent as provided in this Section, the Master Servicer successor Trustee, Fiscal Agent or Paying Agent shall mail notice of the succession of such trustee Trustee, Fiscal Agent or Paying Agent hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to the Rating Agencies. The expenses of such mailing shall be borne by the predecessor trusteesuccessor Trustee, Fiscal Agent or Paying Agent. If the successor Trustee, Fiscal Agent or Paying Agent fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee, Fiscal Agent or Paying Agent, the Master Servicer shall cause such notice to be mailed at the expense of the successor Trustee, Fiscal Agent or Paying Agent, as applicable.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the 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, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage Files held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance by a successor trustee of appointment as provided in this Section, the Master Servicer shall mail notice of the succession of such trustee hereunder to the Certificate Insurer and to all Holders of Certificates at their addresses as shown in the Certificate Register and to the Rating Agencies. The expenses of such mailing shall be borne by the predecessor trustee.

Successor Trustee. (a) Any successor trustee Trustee appointed as provided in Section 6.06 7.6 shall execute, acknowledge and deliver to the Depositor, the Master Servicer 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, 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 like effect as if originally named as trustee Trustee herein. The predecessor trustee Trustee shall deliver (at such predecessor's own expense) to the successor trustee (or assign to the Trustee its interest under the Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each the Mortgage Files held by it hereunder, and the predecessor Trustee shall duly assign, transfer, deliver and pay over (at such predecessor's own expense) to the successor trustee Trustee, the entire Trust FundTrust, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record transfer. The predecessor Trustee shall also deliver all records or copies thereof maintained by the predecessor trustee Trustee in the administration hereof as may be reasonably requested by the successor trustee Trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer Depositor and the predecessor trustee, Trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee Trustee all such rights, powers, duties and obligations. Anything herein to the contrary notwithstanding, in no event shall the combined fees payable to a successor Trustee exceed the Trustee Fee. (b) No successor trustee Trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee Trustee shall be eligible under the provisions of Section 6.057.5. (c) Upon acceptance of appointment by a successor trustee of appointment Trustee as provided in this Section, the Master Servicer successor Trustee 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 and to the Rating Agencies. The expenses of such mailing shall be borne by the predecessor trusteesuccessor Trustee. If the successor Trustee fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee, the Master Servicer shall cause such notice to be mailed at the expense of the successor Trustee.

Successor Trustee. (a) Any The Indenture Trustee may be removed at any time by notice from the Required Holders. If the Indenture Trustee shall have given notice of its intention to resign, shall resign, be removed or otherwise be incapable of acting, or if the Indenture Trustee shall be taken under the control of any public officer or a receiver appointed by a court, or be adjudged a bankrupt or insolvent, then a successor shall be appointed by the Required Holders; provided, however, that the Borrower may appoint a successor Indenture Trustee to act until such successor shall be so appointed. The Borrower shall notify the Noteholders of any such appointment by the Borrower, but any successor trustee so appointed by the Borrower shall immediately and without further act be superseded by a successor trustee appointed by the Noteholders as provided in Section 6.06 above provided. If no successor is appointed within 60 days after notice of resignation, the Indenture Trustee may petition a court of competent jurisdiction for the appointment of a successor Indenture Trustee. (b) Any successor to the Indenture Trustee shall execute, acknowledge and deliver to the Depositor, the Master Servicer and to its predecessor trustee and the Borrower (or any subsequent owner of the Borrower's interest in the property included in the Collateral) an instrument accepting such appointment hereunderappointment, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trusteesuccessor, without any further act, deed or conveyance, shall become fully vested with all the estate, properties, rights, powers, duties and obligations trusts of its predecessor hereunder, in the trusts hereunder with like effect as if originally named as trustee herein. The ; provided, however, that upon payment of all amounts owing to it such predecessor trustee shall execute and deliver an instrument transferring to such successor, upon the successor trustee (or assign to trusts expressed in this Indenture and the Trustee its interest under the Custodial AgreementSecurity Documents, to the extent permitted thereunder) all Mortgage Files such estate, properties, rights, powers, duties and documents and statements related to each Mortgage Files held by it hereunder, trusts and shall duly assign, transfer, deliver and pay over to such successor any property and moneys subject to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such Lien of the record Security Documents and held by such predecessor. The successor Indenture Trustee shall deliver to each Noteholder and to the Borrower (or copies thereof maintained by any subsequent owner of the predecessor trustee Borrower's interest 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 to more fully and certainly vest and confirm property included in the successor trustee all Collateral) a copy of any such rights, powers, duties and obligations. (b) No successor trustee shall accept instrument accepting appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05promptly after its execution thereof. (c) Upon acceptance by Any successor to the Indenture Trustee shall always be a successor trustee of appointment as provided in this Section, bank or trust company organized under the Master Servicer shall mail notice laws of the succession United States of such trustee hereunder to all Holders of Certificates at their addresses America or a state thereof, having, or being wholly owned by an entity having, a combined capital, surplus and undivided profits (as shown in by its most recent financial statement published to its shareholders) aggregating at least five hundred million dollars ($500,000,000). (d) Any Person into which the Certificate Register and Indenture Trustee may be merged or with which it may be consolidated, or any Person resulting from any merger or consolidation or conversion to which it shall be a party, or any Person to whom all or substantially all of its corporate trust business shall be sold shall be the successor to the Rating Agencies. The expenses Indenture Trustee without the execution or filing of such mailing shall be borne by any paper or any further act on the predecessor trusteepart of any of the parties hereto.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 under this Agreement shall execute, acknowledge and deliver to the DepositorARC, the Master Servicer ARC Subco and ARC Resources and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon appointment. Thereupon the resignation or removal of the predecessor 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 hereunderunder this Agreement, with the like effect as if originally named as trustee hereinin this Agreement. The However, on the written request of ARC, ARC Subco and ARC Resources or of the successor trustee, the trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of this Agreement, execute and deliver an instrument transferring to such successor trustee all the rights and powers of the trustee so ceasing to act. Upon the request of any such successor trustee, ARC, ARC Subco, ARC Resources and such predecessor trustee shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial Agreement, to the extent permitted thereunder) execute any and all Mortgage Files and documents and statements related to each Mortgage Files held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, shall execute and deliver such other instruments and do such other things as may reasonably be required to writing for more fully and certainly vest vesting in and confirm in the confirming to such successor trustee all such rightsrights and powers. Notwithstanding the foregoing, powers, duties and obligationsany corporation to which all or substantially all of the business of the Trustee is transferred shall automatically become the successor trustee without any further act. (b) No successor trustee shall accept appointment as provided in this Notwithstanding paragraph (a) above and Section unless at 9.4, any corporation into or with which the time of such appointment such successor trustee Trustee may be merged or consolidated or amalgamated, or any corporation resulting therefrom to which the Trustee shall be eligible under a party, or any corporation succeeding to the provisions of Section 6.05. (c) Upon acceptance by a successor trustee of appointment as provided in this Section, the Master Servicer shall mail notice trust business of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in Trustee shall be the Certificate Register and successor to the Rating Agencies. The expenses Trustee hereunder without any further act on its part or any of such mailing shall be borne by the predecessor trusteeparties hereto.

Successor Trustee. (a) Any successor trustee Trustee appointed ----------------- as provided in Section 6.06 907 hereof shall execute, acknowledge and deliver to the Depositor, the Master Servicer Issuer 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 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 like effect as if originally named as trustee Trustee herein. The predecessor trustee shall Trustee shall, at the direction of the Class A Majority and the Class B Majority with the consent of the Bank, cause the Custodian to deliver to the successor trustee (or assign Trustee the Mortgage Loans and Mortgage Loan Files, if any, delivered to the Trustee its interest under the Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage Files held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fundit, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record or copies thereof maintained by the predecessor trustee any amounts remaining in the administration hereof as may be requested by Collection Account, the successor trustee and shall thereupon be discharged from all duties and responsibilities under this AgreementLetter of Credit Account and/or the Reserve Account. In addition, the Master Servicer and predecessor Trustee and, upon request of the predecessor trusteesuccessor Trustee, the Issuer shall execute and deliver such other instruments and do such other things as may reasonably be required to for more fully and certainly vest vesting and confirm confirming in the successor trustee 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 appointment acceptance such successor trustee Trustee shall be eligible under the provisions of Section 6.05906 hereof and shall be reasonably acceptable to the Bank. (c) Upon acceptance of appointment by a successor trustee of appointment Trustee as provided in this Section, the Master Servicer Issuer shall mail notice of the succession of such trustee Trustee hereunder to the Bank, the Rating Agency and to all Holders of Certificates Noteholders at their addresses as shown in the Certificate Register and to the Rating Agencies. The expenses of such mailing shall be borne registration books maintained by the predecessor trusteeTrustee. If the Issuer 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 Issuer.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, Depositor and the Master Servicer Guarantor 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, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage Files File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this Section, the Master Servicer outgoing 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 Register, to the Rating Agencies and to the Rating AgenciesGuarantor. The expenses of such mailing shall be borne by the predecessor trusteeoutgoing Trustee.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, Depositor and the Master Servicer and any 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, 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 like effect as if originally named as trustee herein. The predecessor trustee (or its custodian) shall deliver to the successor trustee (or assign to the Trustee its interest under the each Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage Files File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this Section, the Master Servicer predecessor trustee shall mail notice of the succession of such trustee hereunder to the Certificate Insurer and to all Holders of Certificates at their addresses as shown in the Certificate Register and to the any Rating AgenciesAgency. The expenses of such mailing shall be borne by the predecessor trustee.

Successor Trustee. (a) Any successor trustee appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master Servicer 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, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee (or assign to the Trustee its interest under the each Custodial Agreement, to the extent permitted thereunder) all Mortgage Files and documents and statements related to each Mortgage Files File held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer and the predecessor trustee, trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 6.05. (c) Upon acceptance of appointment by a successor trustee of appointment as provided in this Section, the Master Servicer predecessor 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 and to the Rating Agencies. The expenses of such mailing shall be borne by the predecessor trustee.

Successor Trustee. (a) Any successor trustee Trustee appointed as provided in Section 6.06 7.8 shall execute, acknowledge and deliver to the DepositorBorrower, the Master Servicer Eximbank and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, under the Declaration and the transfer of the property of the Trust to such successor Trustee and thereupon the resignation or removal of the predecessor trustee 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, under the Declaration and with like effect as if originally origi xxxxx named as trustee hereinTrustee. The predecessor trustee Trustee shall deliver or cause to be delivered to the successor trustee (Trustee or assign to its designee the Trustee its interest under Promissory Notes, the Custodial Guarantee, the Guarantee Agreement, to the extent permitted thereunder) all Mortgage Files Eximbank Payment Certificate, if any, the Liquidity Agreement, if any, any other Trust property and any related documents and statements related to each Mortgage Files held by it hereunderunder the Declaration, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the record or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Master Servicer Borrower and the predecessor trustee, prede cessor Trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more for fully and certainly vest vesting and confirm confirming in the successor trustee Trustee all such rights, powers, duties and obligations. In addition, in the event that the related Supplement provides for the payment in full of the fee of the Trustee on the Closing Date, the predecessor Trustee shall pay to the successor Trustee, on the date on which such successor Trustee becomes vested with the rights, powers, duties and obligations of its predecessor under the Declaration, an amount equal to the present value (calculated on the same basis as the payment in full of such trustee fee at the Closing Date and on the basis of a term equal to the period from the date of vesting to the latest Maturity of any of the Promissory Notes) of any unearned portion of the prepaid trustee fee. (b) No successor trustee Trustee shall accept appointment as provided in this Section 7.9 unless at the time of such appointment acceptance (i) such successor trustee shall be Trustee is eligible under the provisions of Section 6.057.7 and (ii) the securities or deposits of such successor Trustee have the Required Trustee Ratings or each of the Rating Agencies has confirmed in writing that the appointment of such successor Trustee would not adversely affect the ratings then assigned to the Certificates by such Rating Agency. (c) Upon acceptance of appointment by a successor trustee Trustee as provided in this Section 7.9, the successor Trustee shall cause notice of the succession of the Trustee to be mailed to each Certificateholder at its address as shown in the Certificate Register. (d) In addition, no successor Trustee shall accept appointment as provided in this Section, Section 7.9 unless at the Master Servicer shall mail notice time of such acceptance either (i) such successor Trustee is a bank or trust company the securities of which are exempt from registration with the Commission pursuant to Section 3(a)(2) of the succession Securities Act and such successor Trustee has accepted the obliga tions of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to the Rating Agencies. The expenses of such mailing shall be borne by the predecessor trusteeTrustee pursuant to Section 3.7 or (ii) the predecessor Trustee has retained the abso lute, unconditional and irrevocable obligation pursuant to Section 3.7.