Common use of Successor Trustee Clause in Contracts

Successor Trustee. The Trustee may resign by written notice addressed to the Mortgagee or be removed at any time with or without cause by an instrument in writing duly executed on behalf of the Mortgagee. In case of the death, resignation or removal of the Trustee, a successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirements, or, in the absence of any such requirement, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privileges, immunities and duties hereby conferred upon the Trustee named herein, and one such appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in Section 12.18(a) of the Credit Agreement. To facilitate the administration of the duties hereunder, the Mortgagee may appoint multiple trustees to serve in such capacity or in such jurisdictions as the Mortgagee may designate.

Successor Trustee. The Trustee may resign by written notice addressed Any successor trustee appointed as provided in Section 5.08 hereof shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor and to its predecessor trustee and the Depositor an instrument in writing duly executed on behalf of accepting such appointment hereunder and thereupon the Mortgagee. In case of the death, resignation or removal of the Trustee, a predecessor trustee shall become effective and such successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirements, or, in the absence of any such requirementtrustee, without formality other than appointment and designation in writing. Written notice of such appointment and designation any further act, deed or conveyance, shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of become fully vested with all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as trustee herein. The Depositor and duties hereby conferred upon the Trustee named hereinpredecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and one such obligations. No successor trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) 5.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.07 hereof, its appointment shall not adversely affect the then current rating of the Credit AgreementCertificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee. To facilitate Upon acceptance of appointment by a successor trustee as provided in this Section 5.09, the administration Depositor shall mail notice of the duties hereundersuccession of such trustee hereunder to all Holders of Certificates. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the Mortgagee may appoint multiple trustees successor trustee shall cause such notice to serve in such capacity or in such jurisdictions as be mailed at the Mortgagee may designateexpense of the Depositor.

Successor Trustee. The Trustee may resign by written notice addressed Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor, the Certificate Insurer and to its predecessor trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the Trustee, a predecessor trustee shall become effective and such successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirements, or, in the absence of any such requirementtrustee, without formality other than appointment and designation in writing. Written notice of such appointment and designation any further act, deed or conveyance, shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of become fully vested with all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and duties hereby conferred upon the Trustee named hereinrelated documents and statements, as well as all moneys, held by it hereunder, and one the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. No successor trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 and the appointment of such successor trustee shall not result in a downgrading of any Class of Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the Credit Agreementsuccession of such trustee hereunder to the Certificate Insurer and to all Holders of Certificates at their addresses as shown in the Certificate Register. To facilitate If the administration Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the duties hereunderDepositor. Notwithstanding anything to the contrary contained herein, so long as no Certificate Insurer Default has occurred and is continuing, the Mortgagee may appoint multiple trustees appointment of any successor trustee pursuant to serve in such capacity or in such jurisdictions as any provision of this Agreement will be subject to the Mortgagee may designateprior written consent of the Certificate Insurer.

Successor Trustee. The Trustee may resign by written notice addressed Any successor trustee appointed as provided in Section 9.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor and to the predecessor trustee an instrument in writing duly executed on behalf of accepting such appointment under the Mortgagee. In case of Trust Agreement and thereupon the death, resignation or removal of the Trustee, a predecessor trustee shall become effective and such successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirements, or, in the absence of any such requirementtrustee, without formality other than appointment and designation in writing. Written notice of such appointment and designation any further act, deed or conveyance, shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of become fully vested with all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor thereunder, immunities with the like effect as if originally named as trustee therein. The predecessor trustee shall deliver to the successor trustee all Trustee Mortgage Loan Files and related documents and statements held by it under the Trust Agreement and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee, all such rights, powers, duties hereby conferred upon the Trustee named herein, and one such obligations. No successor trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 9.06 hereof. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the Credit Agreementsuccession of such trustee under the Trust Agreement to all Holders of Certificates at their addresses as shown in the Certificate Register. To facilitate If the administration Depositor fails to mail such notice within ten (10) days after acceptance of appointment by the successor trustee, the Trustee shall cause such notice to be mailed at the expense of the duties hereunderDepositor. Notwithstanding anything to the contrary contained herein, the Mortgagee may appoint multiple trustees appointment of any successor Trustee pursuant to serve in such capacity or in such jurisdictions as any provisions of this Agreement will be subject to the Mortgagee may designateprior written consent of the Trustee, which consent will not be unreasonably withheld.

Successor Trustee. The Any successor Owner Trustee may resign by written notice addressed appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Indenture Trustee and to its predecessor trustee an instrument in writing duly executed on behalf of accepting such appointment under this Agreement, and thereupon the Mortgagee. In case of the death, resignation or removal of the Trustee, a predecessor trustee shall become effective and such successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirements, or, in the absence of any such requirementtrustee, without formality other than appointment and designation in writing. Written notice of such appointment and designation any further act, deed or conveyance, shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of become fully vested with all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privileges, immunities and duties hereby conferred upon the Trustee named hereinduties, and one obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Indenture Trustee and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties, and obligations. No successor Owner Trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) 10.3 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.1 above. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.3, the Indenture Trustee shall mail notice of the Credit Agreementsuccessor of such Owner Trustee to the Administrator, the Transferor, the Noteholders and the Rating Agencies. To facilitate If the administration Indenture Trustee fails to mail such notice within 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the duties hereunder, Indenture Trustee. Any successor Owner Trustee shall promptly file a certificate of amendment identifying the Mortgagee may appoint multiple trustees to serve name and principal plan of business of the Owner Trustee in such capacity or in such jurisdictions as the Mortgagee may designateState of Delaware.

Successor Trustee. The Trustee may resign by written notice addressed Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Servicer and to its predecessor trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the Trustee, a predecessor trustee shall become effective and such successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirements, or, in the absence of any such requirementtrustee, without formality other than appointment and designation in writing. Written notice of such appointment and designation any further act, deed or conveyance, shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of become fully vested with all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with like effect as if originally named as Trustee or Delaware Trustee herein. The predecessor shall deliver to the successor trustee all Mortgage Files, related documents, statements and duties hereby conferred upon the Trustee named hereinall other property held by it hereunder, and one the Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. No successor trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) 8.08 unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 8.06 and the appointment of such successor trustee shall not result in a downgrading of the Credit Agreement. To facilitate the administration ratings of any of the duties Other NIM Notes or of any Class of Certificates or of the shadow ratings of the Insured NIM Notes (without giving effect to any insurance policy issued by the NIMS Insurer) by any Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08, the Servicer shall mail notice of the succession of such trustee hereunder to (i) all Certificateholders at their addresses as shown in the Certificate Register, (ii) the Rating Agencies and (iii) the NIMS Insurer. If the Servicer 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. It is acknowledged and agreed that the Person serving as Trustee hereunder shall also serve as Supplemental Interest Trust Trustee. If the Trustee resigns or is removed as Trustee hereunder, the Mortgagee may appoint multiple trustees Trustee shall also cease to be the Supplemental Interest Trust Trustee hereunder. Any person appointed as successor trustee hereunder shall also be required to serve in such capacity or in such jurisdictions as the Mortgagee may designatesuccessor supplemental interest trust trustee.

Successor Trustee. The Trustee may resign by written notice addressed Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor and to its predecessor trustee and the Master Servicer an instrument in writing duly executed on behalf of accepting such appointment hereunder and thereupon the Mortgagee. In case of the death, resignation or removal of the Trustee, a predecessor trustee shall become effective and such successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirements, or, in the absence of any such requirementtrustee, without formality other than appointment and designation in writing. Written notice of such appointment and designation any further act, deed or conveyance, shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of become fully vested with all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as trustee herein. The Depositor, the Master Servicer and duties hereby conferred upon the Trustee named hereinpredecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and one such obligations. In addition, if the Corridor Contract is still outstanding, the Person appointed as successor trustee shall execute, acknowledge and deliver to the predecessor trustee, Countrywide and the Master Servicer an instrument accepting the appointment and designation as successor Corridor Contract Administrator under the Corridor Contract Administration Agreement. No successor trustee shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid accept appointment as provided in this Section 12.18(a) 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, its appointment shall not adversely affect the then current rating of the Credit AgreementCertificates and such successor trustee has provided to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee. To facilitate Upon acceptance of appointment by a successor trustee as provided in this Section 8.08, the administration Depositor shall mail notice of the duties hereundersuccession of such trustee hereunder to all Holders of Certificates. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the Mortgagee may appoint multiple trustees successor trustee shall cause such notice to serve in such capacity or in such jurisdictions as be mailed at the Mortgagee may designateexpense of the Depositor.

Successor Trustee. The Any successor Trustee may resign by written notice addressed appointed as provided in Section 11.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Servicer, the Company and to its predecessor Trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, a successor may be appointed by the Mortgagee by instrument of substitution complying without any further act, deed or conveyance, shall become fully vested with any applicable Governmental Requirements, or, in the absence of any such requirement, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with like effect as if originally named as Trustee. The predecessor Trustee shall deliver or cause to be delivered to the successor Trustee the Contracts, Contract Files and Land-and-Home Contract Files and any related documents and statements held by it hereunder; and, if the Land-and-Home Contract Files are then held by a custodian pursuant to a custodial agreement, the predecessor Trustee and the custodian shall amend such custodial agreement to make the successor Trustee the successor to the predecessor Trustee thereunder; and the Servicer, the Company and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Trustee all such rights, powers, duties hereby conferred upon the and obligations. No successor Trustee named herein, and one such shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) 11.08 unless at the time of such acceptance such successor Trustee shall be eligible under the provisions of Section 11.06. Upon acceptance of appointment by a successor Trustee as provided in this Section 11.08, the Servicer shall cause notice of the Credit Agreementsuccession of such Trustee hereunder to be mailed to each Certificateholder at their addresses as shown in the Certificate Register. To facilitate If the administration Servicer 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 duties hereunder, the Mortgagee may appoint multiple trustees to serve in such capacity or in such jurisdictions as the Mortgagee may designateServicer.

Successor Trustee. The Trustee may resign by written notice addressed to the Mortgagee or be removed at any time with or without cause by an instrument in writing duly executed on behalf of the Mortgagee. In case of the death, resignation or removal of the Trustee, a successor trustee may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirementsrequirements of law, or, in the absence of any such requirement, without other formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited. Upon , and, upon the making of any such appointment and designation, this Mortgage shall vest in the successor trustee all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust StateProperty, and the successor trustee shall thereupon succeed to all of the rights, powers, privileges, immunities and duties hereby conferred upon the Trustee named herein, and one such appointment and designation shall not exhaust the right to appoint and designate an additional a successor trustee hereunder but such right may be exercised repeatedly until the Secured Obligations are paid as provided in Section 12.18(a) of the Credit Agreementlong as any Indebtedness remains unpaid hereunder. To facilitate the administration of the duties hereunder, the Mortgagee may appoint multiple trustees to serve in such capacity or in such jurisdictions as the Mortgagee may designate.

Successor Trustee. The Any successor Trustee may resign by written notice addressed appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Administrator and to its predecessor Trustee an instrument in writing duly executed on behalf of accepting such appointment under this Agreement, and thereupon the Mortgagee. In case of the death, resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, a successor may be appointed by the Mortgagee by instrument of substitution complying without any further act, deed or conveyance, shall become fully vested with any applicable Governmental Requirements, or, in the absence of any such requirement, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privileges, immunities and duties hereby conferred upon the Trustee named hereinduties, and one obligations of its predecessor under this Agreement, with like effect as if originally named as the Trustee. Such instrument shall identify the situs of the Trust, locations where payments will be made and/or received, and where bank accounts will be maintained for purposes of Section 2.9 hereof, if such locations are to change following such appointment. As of the effective date of such instrument, Section 2.9 hereof shall be read to include such locations identified in such instrument. The predecessor Trustee shall upon payment of its fees and expenses deliver to the successor Trustee all documents and statements and monies held by it under this Agreement; and the Administrator and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Trustee all such rights, powers, duties and obligations. No successor Trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) unless at the time of such acceptance such successor Trustee shall be eligible pursuant to Section 10.1. Upon acceptance of appointment by a successor Trustee pursuant to this Section, the Administrator shall mail notice of such appointment to all Certificateholders, the Indenture Trustee, [the Counterparties,] the Noteholders and the Rating Agencies. If the Administrator shall fail to mail such notice within 10 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Credit AgreementAdministrator. To facilitate Any successor Trustee shall file an amendment to the administration Certificate of Trust as required by the duties hereunder, the Mortgagee may appoint multiple trustees to serve in such capacity or in such jurisdictions as the Mortgagee may designateStatutory Trust Act.

Successor Trustee. The Any successor Trustee may resign by written notice addressed appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor, and to its predecessor Trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, a successor may be appointed by the Mortgagee by instrument of substitution complying without any further act, deed or conveyance, shall become fully vested with any applicable Governmental Requirements, or, in the absence of any such requirement, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as Trustee herein. The predecessor Trustee shall deliver to the successor Trustee all Mortgage Files and duties hereby conferred upon related documents and 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 named hereinhereunder), and one the Depositor and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee all such rights, powers, duties and obligations. No successor Trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) unless at the time of such acceptance such successor Trustee shall be eligible under the provisions of Section 8.06 and the appointment of such successor Trustee shall not result in a downgrading of the Credit Agreement. To facilitate the administration ratings of any of the duties hereunderOther NIM Notes or of any Class of Certificates or of the shadow ratings of the Insured NIM Notes (without giving effect to any insurance policy issued by the NIMS Insurer) by any Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor Trustee as provided in this Section, the Mortgagee may appoint multiple trustees Depositor shall mail notice of the succession of such Trustee hereunder to serve all Holders of Certificates at their addresses as shown in the Certificate Register and the Swap Counterparty. If the Depositor fails to mail such capacity or in notice within 10 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such jurisdictions as notice to be mailed at the Mortgagee may designateexpense of the Depositor.

Successor Trustee. (a) Subject to paragraph (c) the Trustee or any successor trustee of the FUND may resign as trustee by appointing a replacement trustee as provided in paragraph (b) and by giving 30 days prior notice in writing to you advising you of its resignation and the name and address of the replacement trustee to be appointed. The Trustee may shall resign by written notice addressed at the request of the Agent subject to the Mortgagee appointment of a successor trustee as provided in paragraphs (b) and (c). (b) A resigning Trustee may, by writing: appoint another party to be trustee in its place, provided that such party is a corporation licensed or be removed at otherwise authorized under the laws of Canada or a province thereof to carry on in Canada the business of offering to the public its services as trustee and is acceptable to the Agent. (c) The Trustee or any time with or without cause by an instrument in writing duly executed on behalf successor trustee shall not resign as trustee of the Mortgagee. In case FUND (i) unless a replacement trustee described in paragraph (b) is appointed and accepts the appointment to replace the resigning Trustee, or (ii) if the replacement trustee described in paragraph (b) will result in the FUND ceasing to be a registered retirement income fund plan under Applicable Tax Legislation. (d) A retiring Trustee shall transfer to the replacement trustee all property of the death, resignation or removal FUND and all records related to its duties as trustee and shall do all acts and execute all deeds necessary for the proper vesting of the TrusteeFUND property in the replacement trustee. (e) Notwithstanding anything herein before contained, a successor Trustee shall continue as Trustee of the FUND until such time as a replacement Trustee shall become vested with all the rights and obligations of the retiring Trustee hereunder. (f) Any corporation into which the Trustee may be appointed by merged, consolidated or amalgamated, or any corporation resulting from any merger, consolidation or amalgamation to which the Mortgagee by instrument of substitution complying with Trustee is a party, or any applicable Governmental Requirements, or, in the absence of any such requirement, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee corporation succeeding to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence trust business of the right and authority Trustee or to make the same and of all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to which substantially all of the Mortgaged Property in or adjacent to trust assets of the Deed of Trust State, and Trustee may be transferred shall be the successor shall thereupon succeed to all trustee of the rightsFUND, powers, privileges, immunities and duties hereby conferred upon provided such corporation is authorized by law to be the Trustee named herein, and one such appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in Section 12.18(a) trustee of the Credit Agreement. To facilitate FUND, without the administration execution of the duties hereunder, the Mortgagee may appoint multiple trustees to serve in such capacity or in such jurisdictions as the Mortgagee may designateany further instrument.

Successor Trustee. The Trustee may resign by written notice addressed Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor and to its predecessor trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the Trustee, a predecessor trustee shall become effective and such successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirements, or, in the absence of any such requirementtrustee, without formality other than appointment and designation in writing. Written notice of such appointment and designation any further act, deed or conveyance, shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of become fully vested with all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and duties hereby conferred upon the Trustee named hereinrelated documents and statements, as well as all moneys, held by it hereunder, and one the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. No successor trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 and the appointment of such successor trustee shall not result in a downgrading of any Class of Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the Credit Agreementsuccession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. To facilitate If the administration Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the duties hereunder, the Mortgagee may appoint multiple trustees to serve in such capacity or in such jurisdictions as the Mortgagee may designateDepositor.

Successor Trustee. The Trustee may resign by written notice addressed Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor and to its predecessor trustee and the Master Servicer an instrument in writing duly executed on behalf of accepting such appointment hereunder and thereupon the Mortgagee. In case of the death, resignation or removal of the Trustee, a predecessor trustee shall become effective and such successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirements, or, in the absence of any such requirementtrustee, without formality other than appointment and designation in writing. Written notice of such appointment and designation any further act, deed or conveyance, shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of become fully vested with all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as trustee in this Agreement. The Depositor, the Master Servicer and duties hereby conferred upon the Trustee named hereinpredecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and one such obligations. In addition, if the 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 and designation as successor Swap Contract Administrator under the Swap Contract Administration Agreement. No successor trustee shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid accept appointment as provided in this Section 12.18(a) 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, is reasonably acceptable to the NIM Insurer, its appointment shall not adversely affect the then-current ratings of the Credit AgreementCertificates 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. To facilitate Upon acceptance of appointment by a successor trustee as provided in this Section 8.08, the administration Depositor shall mail notice of the duties hereundersuccession of such trustee hereunder to the NIM Insurer and all Holders of Certificates. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the Mortgagee may appoint multiple trustees successor trustee shall cause such notice to serve in such capacity or in such jurisdictions as be mailed at the Mortgagee may designateexpense of the Depositor.

Successor Trustee. The Any successor Trustee may resign by written notice addressed appointed pursuant to Section 9.2 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Administrator and to its predecessor Trustee an instrument in writing duly executed on behalf of accepting such appointment under this Agreement, and thereupon the Mortgagee. In case of the death, resignation or removal of the its predecessor Trustee shall become effective and such successor Trustee, a successor may be appointed by the Mortgagee by instrument of substitution complying without any further act, deed or conveyance, shall become fully vested with any applicable Governmental Requirements, or, in the absence of any such requirement, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privileges, immunities and duties hereby conferred upon the Trustee named hereinduties, and one obligations of its predecessor Trustee under this Agreement, with like effect as if originally named. The predecessor shall deliver to the successor Trustee all documents and statements and moneys held by it under this Agreement promptly upon such predecessor's receipt of all fees and other amounts owing to it; and the Administrator and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Trustee all such rights, powers, duties, and obligations. No successor Trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) unless at the time of such acceptance such successor Trustee shall be eligible pursuant to Section 9.1. Upon acceptance of appointment by a successor Trustee pursuant to this Section 9.3, the Administrator shall mail notice thereof to all Noteholders, Subordinated Certificateholders, the Note Insurer and the Rating Agencies. If the Administrator shall fail to mail such notice within 10 days after acceptance of appointment by a successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Credit AgreementAdministrator. To facilitate Upon the administration appointment and acceptance of a successor Trustee pursuant to this Section 9.3, such successor Trustee shall file an amendment to the Certificate of Trust with the Delaware Secretary of State pursuant to Section 3810 of the duties hereunder, Business Trust Statute reflecting the Mortgagee may appoint multiple trustees to serve name and principal place of business of such successor Trustee in such capacity or in such jurisdictions as the Mortgagee may designateState of Delaware.

Successor Trustee. The Any successor Trustee may resign by written notice addressed appointed as provided in Section 11.08 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time Servicer, the Trust Depositor and to its predecessor Trustee, with or without cause by a copy to the Certificateholders, an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the Trustee, a predecessor Trustee shall become effective and such successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirements, or, in the absence of any such requirementtrustee, without formality other than appointment and designation in writing. Written notice of such appointment and designation any further act, deed or conveyance, shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of become fully vested with all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with like effect as if originally named as Trustee. The predecessor Trustee shall deliver or cause to be delivered to the successor Trustee the Contracts and the Contract Files (if any such Contracts and Contract Files are in the Trustee's possession) and any related documents and statements 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 amend such custodial agreement to make the successor Trustee the successor to the predecessor Trustee thereunder; and the Servicer, the Trust Depositor and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Trustee all such rights, powers, duties hereby conferred upon the and obligations. No successor Trustee named herein, and one such shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) 11.09 unless at the time of such acceptance such successor Trustee shall be eligible under the provisions of Section 11.07. Upon acceptance of appointment by a successor Trustee as provided in this Section 11.09, the Servicer shall cause notice of the Credit Agreementsuccession of such Trustee hereunder to be mailed to each Rating Agency and to each Certificateholder at their addresses as shown in the Certificate Register. To facilitate If the administration Servicer 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 duties hereunder, the Mortgagee may appoint multiple trustees to serve in such capacity or in such jurisdictions as the Mortgagee may designateServicer.

Successor Trustee. The Any successor Trustee may resign by written notice addressed appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor, the Administrator and to its predecessor Trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, a successor may be appointed by the Mortgagee by instrument of substitution complying without any further act, deed or conveyance, shall become fully vested with any applicable Governmental Requirements, or, in the absence of any such requirement, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with like effect as if originally named as Trustee. The successor Trustee shall, at least 30 days prior to the effective date of its acceptance, provide to the Depositor and the Servicer written notice in form and substance reasonably satisfactory to the Depositor and the Servicer containing all information reasonably requested by the Depositor and the Servicer in order for the Depositor to comply with its reporting obligations under Item 6.02 of Form 8-K with respect to a replacement of the Trustee. The Depositor, the Servicer and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Trustee all such rights, powers, duties hereby conferred upon the and obligations. No successor Trustee named herein, and one such shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(aunless at the time of such acceptance (i) such successor Trustee shall be eligible under the provisions of Section 8.06, and (ii) the unsecured long-term debt of such successor Trustee is rated at least “A3” by Xxxxx’x. The successor Trustee shall not accept such appointment if the Rating Agencies have sent written notice to the Depositor that such successor Trustee will result in a withdrawal or a downgrading of the Credit Agreement. To facilitate the administration then current ratings on any Class of the duties hereunderOffered Certificates. The predecessor Trustee shall notify the Rating Agency of the appointment of any successor Trustee. Upon acceptance of appointment by a successor Trustee as provided in this Section, the Mortgagee may appoint multiple trustees Servicer shall mail notice of the succession of such Trustee hereunder to serve all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency. If the Servicer fails to mail such capacity or in notice within 30 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such jurisdictions as notice to be mailed at the Mortgagee may designateexpense of the Servicer.

Successor Trustee. The Trustee may resign by written notice addressed Any successor trustee appointed as provided in Section 9.07 hereof shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor and to its predecessor trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder and thereupon the Mortgagee. In case of the death, resignation or removal of the Trustee, a predecessor trustee shall become effective and such successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirements, or, in the absence of any such requirementtrustee, without formality other than appointment and designation in writing. Written notice of such appointment and designation any further act, deed or conveyance, shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of become fully vested with all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities and duties hereby conferred with the like effect as if originally named as trustee herein. The Depositor, upon the Trustee named hereinreceipt of all amounts due it hereunder, and one the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations. No successor trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) 9.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 9.06 hereof and its acceptance shall not adversely affect the then current rating of the Credit AgreementCertificates. To facilitate Upon acceptance of appointment by a successor trustee as provided in this Section 9.08, the administration Depositor shall mail notice of the duties succession of such trustee hereunder, to the Mortgagee may appoint multiple trustees Certificate Insurer and to serve all Holders of Certificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such capacity 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 Depositor. Notwithstanding anything to the contrary contained herein or in such jurisdictions the Interest Rate Cap Agreements or the Yield Maintenance Agreements, if the Trustee resigns or is removed, it shall be deemed to have resigned or been removed as Supplemental Interest Trust Trustee contemporaneously therewith. The successor trustee, upon its acceptance of appointment as Trustee, shall become the Mortgagee may designateSupplemental Interest Trust Trustee for all purposes hereunder and under the Interest Rate Cap Agreements and the Yield Maintenance Agreements.

Successor Trustee. The Trustee may resign by written notice addressed Any Company or association which succeeds to the Mortgagee or be removed at any time with or without cause by an instrument in writing duly executed on behalf corporate trust business of the MortgageeTrustee as a whole, or substantially as a whole, whether by sale, merger, consolidation or otherwise, shall become vested with all the property, rights and powers of the Trustee hereunder, without any further act or conveyance. In case the Trustee resigns or is removed or becomes incapable of acting, or becomes bankrupt or insolvent, or if a receiver, liquidator or conservator of the deathTrustee or of its property is appointed, resignation or removal if a public officer takes charge or control of the Trustee, or of its property or affairs, a successor may shall be appointed by written notice from the Mortgagee by instrument Company to the Authority and the Bond Insurer. The Company shall notify the Bondowners of substitution complying with any applicable Governmental Requirements, or, the appointment in writing within twenty (20) days from the appointment. The Company will promptly certify to the successor Trustee that it has mailed such notice to all Bondowners and such certificate will be conclusive evidence that such notice was given in the absence manner required hereby. If no appointment of a successor is made within twenty (20) days after the giving of written notice in accordance with Section 904 or after the occurrence of any other event requiring or authorizing such requirementappointment, the outgoing Trustee or any Bondowner may apply to any court of competent jurisdiction for the appointment of such a successor, and such court may thereupon, after such notice, if any, as such court may deem proper, appoint such successor. Any successor Trustee appointed under this section shall be a trust company or a bank having the powers of a trust company that meets the requirements of the Act and has a capital and surplus of not less than $50,000,000. Any such successor Trustee shall notify the Authority and the Company of its acceptance of the appointment and, upon giving such notice, shall become Trustee, vested with all the property, rights and powers of the Trustee hereunder, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired further act or affected by failure to give such notice or by any defect thereinconveyance. Such appointment successor Trustee shall execute, deliver, record and designation file such instruments as are required to confirm or perfect its succession hereunder and any predecessor Trustee shall be full evidence of the right from time to time execute, deliver, record and authority to make the same and of all the facts therein recited. Upon the making of any file such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privileges, immunities and duties hereby conferred upon the Trustee named herein, and one such appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in Section 12.18(a) of the Credit Agreement. To facilitate the administration of the duties hereunder, the Mortgagee may appoint multiple trustees to serve in such capacity or in such jurisdictions instruments as the Mortgagee incumbent Trustee may designate.reasonably require to confirm or perfect any succession hereunder. 91

Successor Trustee. The Trustee may resign by written notice addressed Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor, the NIMS Insurer, the Master Servicer and to its predecessor trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the Trustee, a predecessor trustee shall become effective and such successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirements, or, in the absence of any such requirementtrustee as applicable, without formality other than appointment and designation in writing. Written notice of such appointment and designation any further act, deed or conveyance, shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of become fully vested with all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as Trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and duties hereby conferred upon related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the Trustee named hereintime held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and one the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. No successor trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 and the appointment of such successor trustee shall not result in a downgrading of any Class of Certificates by each Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the Credit Agreementsuccession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. To facilitate If the administration Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee the successor trustee shall cause such notice to be mailed at the expense of the duties hereunder, the Mortgagee may appoint multiple trustees to serve in such capacity or in such jurisdictions as the Mortgagee may designateDepositor.

Successor Trustee. The Trustee may resign by written notice addressed Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor, the NIMS Insurer, the Guarantor and to its predecessor trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the Trusteepredecessor trustee shall become effective and such successor trustee without any further act, a successor may be appointed by the Mortgagee by instrument of substitution complying deed or conveyance, shall become fully vested with any applicable Governmental Requirements, or, in the absence of any such requirement, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and duties hereby conferred upon related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the Trustee named hereintime held by the Custodian, which Custodian shall become the agent of any successor trustee hereunder), and one the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. No successor trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 and the appointment of such successor trustee shall not result in a downgrading of any Class of Certificates by each Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the Credit Agreementsuccession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. To facilitate If the administration Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the duties hereunder, the Mortgagee may appoint multiple trustees to serve in such capacity or in such jurisdictions as the Mortgagee may designateDepositor.

Successor Trustee. The Any successor Trustee may resign by written notice addressed appointed as provided in Section 11.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Servicer, the Originator and to its predecessor Trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, a successor may be appointed by the Mortgagee by instrument of substitution complying without any further act, deed or conveyance, shall become fully vested with any applicable Governmental Requirements, or, in the absence of any such requirement, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with like effect as if originally named as Trustee. The predecessor Trustee shall deliver or cause to be delivered to the successor Trustee the Contracts, Contract Files and Land-and-Home Contract Files and any related documents and statements held by it hereunder; and, if the Land-and-Home Contract Files are then held by a custodian pursuant to a custodial agreement, the predecessor Trustee and the custodian shall amend such custodial agreement to make the successor Trustee the successor to the predecessor Trustee thereunder; and the Servicer, the Originator and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Trustee all such rights, powers, duties hereby conferred upon the and obligations. No successor Trustee named herein, and one such shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) 11.08 unless at the time of such acceptance such successor Trustee shall be eligible under the provisions of Section 11.06. Upon acceptance of appointment by a successor Xxxxxxx as provided in this Section 11.08, the Servicer shall cause notice of the Credit Agreementsuccession of such Trustee hereunder to be mailed to each Certificateholder at their addresses as shown in the Certificate Register. To facilitate If the administration Servicer 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 duties hereunder, the Mortgagee may appoint multiple trustees to serve in such capacity or in such jurisdictions as the Mortgagee may designateServicer.

Successor Trustee. The Trustee may resign by written notice addressed Any successor trustee appointed as ----------------- provided in Section 10.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Company and to its predecessor trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the Trustee, a predecessor trustee shall become effective and such successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirements, or, in the absence of any such requirementtrustee, without formality other than appointment and designation in writing. Written notice of such appointment and designation any further act, deed or conveyance, shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of become fully vested with all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and duties hereby conferred upon the Trustee named hereinrelated documents and statements held by it hereunder, and one the Company, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. No successor trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06 and the Company shall have received written notice from the Rating Agency that the appointment of the Credit Agreement. To facilitate the administration successor trustee will not result in reduction of the duties hereunderthen current rating on the Class A Certificates. Upon acceptance of appointment by a successor trustee as provided in this Section, the Mortgagee may appoint multiple trustees Company shall mail notice of the succession of such trustee hereunder to serve all Holders of Certificates at their addresses as shown in the Certificate Register, and to each Rating Agency, the Master Servicer, any Sub-Servicer, the Certificate Insurer, and the Surety. If the Company fails to mail such capacity or in notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such jurisdictions as notice to be mailed at the Mortgagee may designateexpense of the Company.

Successor Trustee. The Trustee may resign by written notice addressed to the Mortgagee or be removed from its duties hereunder at any time with or without cause by an instrument giving notice in writing duly executed on behalf of its resignation to the Company and each Executive specifying a date (not less than 30 days after the giving of such notice) when its resignation shall take effect. Promptly after notice, the Company, or if a Change in Control shall previously have occurred, the Company and a least 65% in number of the Mortgagee. In case of Executives reflected on the deaththen most recent Executive List, resignation or removal of the Trustee, shall appoint a successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirements, or, in the absence of any such requirement, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust Statetrustee, and the successor trustee shall thereupon succeed become Trustee hereunder upon the resignation date specified in the notice. If the Company is unable to all designate a successor or if the Company and the Executives are unable to so agree upon a successor trustee within 30 days after notice, the successor trustee shall be selected by the vote of not less than 65% in number of the rightsExecutives. If the Executives cannot so agree on a successor trustee, powers, privileges, immunities and duties hereby conferred upon the Trustee named hereinshall be entitled to petition a United States District Court or any court of competent jurisdiction in the state in which the Trustee maintains its principal place of business to relieve the Trustee of its duties hereunder. The Trustee shall continue to serve until its successor accepts the trust and receives delivery of the Trust Corpus. The Company, or if a Change in Control shall previously have occurred, the Company and one such appointment at least 65% in number of the Executives reflected on the then most recent Executive List, may at any time substitute a new trustee by giving 15 days' notice thereof to the Trustee then acting. In the event of removal or resignation, the Trustee shall duly file with the Company and, on and designation shall not exhaust after a Change in Control, the right to appoint Executives, a written statement or statements of accounts and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid proceedings as provided in Section 12.18(a5.01(b) hereof for the period since the last previous annual accounting of the Credit Agreement. To facilitate the administration of the duties hereunderTrust, and if written objection to such account is not filed as provided in Section 5.01(b) hereof, the Mortgagee may appoint multiple trustees Trustee shall, to serve the maximum extent permitted by applicable law, be forever released and discharged from all liability and accountability with respect to the propriety of its acts and transactions shown in such capacity account. Any successor trustee shall have no liability for the acts or in such jurisdictions as the Mortgagee may designateomissions of a predecessor trustee.

Successor Trustee. The Any successor Trustee may resign by written notice addressed appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor, and to its predecessor Trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, a successor may be appointed by the Mortgagee by instrument of substitution complying without any further act, deed or conveyance, shall become fully vested with any applicable Governmental Requirements, or, in the absence of any such requirement, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as Trustee herein. The predecessor Trustee shall deliver to the successor Trustee all Mortgage Files and duties hereby conferred upon related documents and 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 named hereinhereunder), and one the Depositor and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee all such rights, powers, duties and obligations. No successor Trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) unless at the time of such acceptance such successor Trustee shall be eligible under the provisions of Section 8.06 and the appointment of such successor Trustee shall not result in a downgrading of any of the Credit AgreementNIM Notes or any Class of Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency. To facilitate Upon acceptance of appointment by a successor Trustee as provided in this Section, the administration Depositor shall mail notice of the duties hereundersuccession of such Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee, the Mortgagee may appoint multiple trustees successor Trustee shall cause such notice to serve in such capacity or in such jurisdictions as be mailed at the Mortgagee may designateexpense of the Depositor.

Successor Trustee. The Trustee may resign by written notice addressed Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor, the Certificate Insurer and to its predecessor Trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the Trusteepredecessor trustee shall become effective and such successor trustee without any further act, a successor may be appointed by the Mortgagee by instrument of substitution complying deed or conveyance, shall become fully vested with any applicable Governmental Requirements, or, in the absence of any such requirement, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as Trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and duties hereby conferred upon related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the Trustee named hereintime held by a custodian, which custodian shall become the agent of any successor trustee hereunder), and one the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. No successor trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 and the appointment of such successor trustee shall not result in a downgrading of any Class of Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the Credit Agreementsuccession of such trustee hereunder to the Certificate Insurer and all Holders of Certificates at their addresses as shown in the Certificate Register. To facilitate If the administration Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the duties hereunder, the Mortgagee may appoint multiple trustees to serve in such capacity or in such jurisdictions as the Mortgagee may designateDepositor.

Successor Trustee. The Any successor Trustee may resign by written notice addressed appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Seller, the Administrator and to its predecessor Trustee an instrument in writing duly executed on behalf of accepting such appointment under this Agreement, and thereupon the Mortgagee. In case of the death, resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, a successor may be appointed by the Mortgagee by instrument of substitution complying without any further act, deed or conveyance, shall become fully vested with any applicable Governmental Requirements, or, in the absence of any such requirement, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor under this Agreement, immunities with like effect as if originally named as the Trustee. The predecessor Trustee shall upon payment of its fees and expenses deliver to the successor Trustee all documents and statements and monies held by it under this Agreement; and the Seller and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Trustee all such rights, powers, duties hereby conferred upon the and obligations. No successor Trustee named herein, and one such shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(aunless at the time of such acceptance such successor Trustee shall be eligible pursuant to Section 10.1. Upon acceptance of appointment by a successor Trustee pursuant to this Section, the Seller shall mail (or shall cause to be mailed) notice of the Credit Agreement. To facilitate successor of such Trustee to the administration Certificateholder, Indenture Trustee, the Noteholders and each of the duties hereunderRating Agencies. If the Seller shall fail to mail (or cause to be mailed) such notice within 10 days after acceptance of appointment by the successor Trustee, the Mortgagee may appoint multiple trustees successor Trustee shall cause such notice to serve be mailed at the expense of the Seller. Any successor Issuer Delaware Trustee appointed pursuant to this Section 10.3 shall promptly file an amendment to the Certificate of Trust with the Secretary of State identifying the name and the principal place of business of such successor Issuer Delaware Trustee in such capacity or in such jurisdictions as the Mortgagee may designateState of Delaware.

Successor Trustee. The Trustee may resign by written notice addressed Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor and to its predecessor trustee and the Master Servicer an instrument in writing duly executed on behalf of 118 accepting such appointment hereunder and thereupon the Mortgagee. In case of the death, resignation or removal of the Trustee, a predecessor trustee shall become effective and such successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirements, or, in the absence of any such requirementtrustee, without formality other than appointment and designation in writing. Written notice of such appointment and designation any further act, deed or conveyance, shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of become fully vested with all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as trustee in this Agreement. The Depositor, the Master Servicer and duties hereby conferred upon the Trustee named hereinpredecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and one such obligations. 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 and designation as successor Swap Contract Administrator under the Swap Contract Administration Agreement. No successor trustee shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid accept appointment as provided in this Section 12.18(a) 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, is reasonably acceptable to the NIM Insurer, its appointment shall not adversely affect the then-current ratings of the Credit AgreementCertificates 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. To facilitate Upon acceptance of appointment by a successor trustee as provided in this Section 8.08, the administration Depositor shall mail notice of the duties hereundersuccession of such trustee hereunder to the NIM Insurer and all Holders of Certificates. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the Mortgagee may appoint multiple trustees successor trustee shall cause such notice to serve in such capacity or in such jurisdictions as be mailed at the Mortgagee may designateexpense of the Depositor.

Successor Trustee. The Trustee may resign by written notice addressed Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor and to its predecessor trustee and the Master Servicer an instrument in writing duly executed on behalf of accepting such appointment hereunder and thereupon the Mortgagee. In case of the death, resignation or removal of the Trustee, a predecessor trustee shall become effective and such successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirements, or, in the absence of any such requirementtrustee, without formality other than appointment and designation in writing. Written notice of such appointment and designation any further act, deed or conveyance, shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of become fully vested with all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as trustee in this Agreement. The Depositor, the Master Servicer and duties hereby conferred upon the Trustee named hereinpredecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and one such obligations. 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 and designation as successor Swap Contract Administrator under the Swap Contract Administration Agreement. No successor trustee shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid accept appointment as provided in this Section 12.18(a) 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, is reasonably acceptable to the NIM Insurer, its appointment shall not adversely affect the then-current ratings of the Credit AgreementCertificates 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. To facilitate Upon acceptance of appointment by a successor trustee as provided in this Section 8.08, the administration Depositor shall mail notice of the duties hereundersuccession of such trustee hereunder to the NIM Insurer and all Holders of Certificates. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the Mortgagee may appoint multiple trustees successor trustee shall cause such notice to serve in such capacity or in such jurisdictions as be mailed at the Mortgagee may designateexpense of the Depositor.

Successor Trustee. The Any successor Trustee may resign by written notice addressed or Trust Administrator appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee Depositor, the Servicers, the Master Servicer and to its predecessor Trustee or be removed at any time with or without cause by Trust Administrator an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the Trusteepredecessor Trustee or Trust Administrator shall become effective, a and such successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirements, or, in the absence of any such requirementTrustee or Trust Administrator, without formality other than appointment and designation in writing. Written notice of such appointment and designation any further act, deed or conveyance, shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of become fully vested with all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with like effect as if originally named as Trustee or Trust Administrator. The Depositor, the Master Servicer, the Servicers and the predecessor Trustee or Trust Administrator shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Trustee Trust Administrator all such rights, powers, duties hereby conferred upon the and obligations. No successor Trustee named herein, and one such or Trust Administrator shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) 8.08 unless at the time of such acceptance such successor Trustee or Trust Administrator shall be eligible under the provisions of Section 8.06 and the appointment of such successor Trustee or Trust Administrator shall not result in a downgrading of the Credit AgreementRegular Certificates by any Rating Agency, as evidenced by a letter from each Rating Agency. To facilitate Upon acceptance of appointment by a successor Trustee or Trust Administrator as provided in this Section 8.08, the administration successor Trustee or Trust Administrator shall mail notice of the duties hereunder, appointment of a successor Trustee or Trust Administrator hereunder to all Holders of Certificates at their addresses as shown in the Mortgagee may appoint multiple trustees Certificate Register and to each Rating Agency. Any Person appointed as successor Trust Administrator pursuant to this Agreement shall also be required to serve in such capacity or in such jurisdictions as successor supplemental interest trust trustee under the Mortgagee may designateInterest Rate Swap Agreement and as successor cap trustee under the Interest Rate Cap Agreement.

Successor Trustee. The Trustee may resign by written notice addressed Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor and to its predecessor trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the Trustee, a predecessor trustee shall become effective and such successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirements, or, in the absence of any such requirementtrustee, without formality other than appointment and designation in writing. Written notice of such appointment and designation any further act, deed or conveyance, shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of become fully vested with all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and duties hereby conferred upon the Trustee named hereinrelated documents and statements, as well as all moneys, held by it hereunder, and one the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. No successor trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 and the appointment of such successor trustee shall not result in a downgrading of any Class of Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency to such effect. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the Credit Agreementsuccession of such trustee hereunder to the Holders of Certificates at their addresses as shown in the Certificate Register. To facilitate If the administration Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the duties hereunder, the Mortgagee may appoint multiple trustees to serve in such capacity or in such jurisdictions as the Mortgagee may designateDepositor.

Successor Trustee. The Trustee may resign by written notice addressed Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor, the Servicer and to its predecessor trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the Trustee, a predecessor trustee shall become effective and such successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirements, or, in the absence of any such requirementtrustee as applicable, without formality other than appointment and designation in writing. Written notice of such appointment and designation any further act, deed or conveyance, shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of become fully vested with all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as Trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and duties hereby conferred upon related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the Trustee named hereintime held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and one the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. No successor trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 and the appointment of such successor trustee shall not result in a downgrading of any Class of Certificates by each Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the Credit Agreementsuccession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. To facilitate If the administration Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee the successor trustee shall cause such notice to be mailed at the expense of the duties hereunder, the Mortgagee may appoint multiple trustees to serve in such capacity or in such jurisdictions as the Mortgagee may designateDepositor.

Successor Trustee. The Trustee may resign by written notice addressed Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor and its predecessor trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the Trusteepredecessor trustee shall become effective and such successor trustee without any further act, a successor may be appointed by the Mortgagee by instrument of substitution complying deed or conveyance, shall become fully vested with any applicable Governmental Requirements, or, in the absence of any such requirement, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Loan Documents and duties hereby conferred upon related documents and statements to the Trustee named hereinextent held by it hereunder, as well as all moneys, held by it hereunder, and one the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. No successor trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 and the appointment of such successor trustee shall not result in a downgrading of any Class of Certificates by any Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the Credit Agreementsuccession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. To facilitate If the administration Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the duties hereunder, the Mortgagee may appoint multiple trustees to serve in such capacity or in such jurisdictions as the Mortgagee may designateDepositor.

Successor Trustee. The Trustee may resign by written notice addressed Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor and its predecessor trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the Trustee, a predecessor trustee shall become effective and such successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirements, or, in the absence of any such requirementtrustee, without formality other than appointment and designation in writing. Written notice of such appointment and designation any further act, deed or conveyance, shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of become fully vested with all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and duties hereby conferred upon related documents and statements to the Trustee named hereinextent held by it hereunder, as well as all moneys, held by it hereunder, and one the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. No successor trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 and the appointment of such successor trustee shall not result in a downgrading of any Class of Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee, as provided in this Section, the Depositor shall mail notice of the Credit Agreementsuccession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. To facilitate If the administration Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the duties hereunder, the Mortgagee may appoint multiple trustees to serve in such capacity or in such jurisdictions as the Mortgagee may designateDepositor.

Successor Trustee. The Any successor Trustee may resign by written notice addressed appointed as provided in Section 11.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Servicer, the Company and to its predecessor Trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, a successor may be appointed by the Mortgagee by instrument of substitution complying without any further act, deed or conveyance, shall become fully vested with any applicable Governmental Requirements, or, in the absence of any such requirement, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with like effect as if originally named as Trustee. The predecessor Trustee shall deliver or cause to be delivered to the successor Trustee the Contracts, Contract Files and Land-and-Home Contract Files and any related documents and statements held by it hereunder; and, if the Land-and-Home Contract Files are then held by a custodian pursuant to a custodial agreement, the predecessor Trustee and the custodian shall amend such custodial agreement to make the successor Trustee the successor to the predecessor Trustee thereunder; and the Servicer, the Company and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Trustee all such rights, powers, duties hereby conferred upon the and obligations. No successor Trustee named herein, and one such shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) 11.08 unless at the time of such acceptance such successor Trustee shall be eligible under the provisions of Section 11.06. Upon acceptance of appointment by a successor Xxxxxxx as provided in this Section 11.08, the Servicer shall cause notice of the Credit Agreementsuccession of such Trustee hereunder to be mailed to each Certificateholder and Class C Certificateholder at their addresses as shown in the Certificate Register. To facilitate If the administration Servicer 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 duties hereunder, the Mortgagee may appoint multiple trustees to serve in such capacity or in such jurisdictions as the Mortgagee may designateServicer.

Successor Trustee. The Trustee may resign by written notice addressed Any corporation or association which succeeds to the Mortgagee or be removed at any time with or without cause by an instrument in writing duly executed on behalf corporate trust business of the MortgageeTrustee as a whole or substantially as a whole, whether by sale, merger, consolidation or otherwise, shall thereby become vested with all the property, rights and powers of the Trustee under this Agreement, without any further act or conveyance. In case the Trustee resigns or is removed or becomes incapable of acting, or becomes bankrupt or insolvent, or if a receiver, liquidator or conservator of the deathTrustee or of its property is appointed, resignation or removal if a public officer takes charge or control of the Trustee, or of its property or affairs, a successor may shall be appointed by written notice from the Mortgagee by instrument Borrower with the written approval of substitution complying with any applicable Governmental Requirements, or, the Issuer. The Issuer shall notify the Bondowners of the appointment in writing within twenty (20) days from the appointment. The Issuer will promptly certify to the successor Trustee that it has mailed such notice to all Bondowners and such certificate will be conclusive evidence that such notice was given in the absence manner required hereby. If no appointment of a successor is made within forty-five (45) days after the giving of written notice in accordance with Section 704 or after the occurrence of any other event requiring or authorizing such requirementappointment, the outgoing Trustee or any Bondowner may apply to any court of competent jurisdiction for the appointment of such a successor, and such court may thereupon, after such notice, if any, as such court may deem proper, appoint such successor. Any successor Trustee appointed under this section shall be a trust company or a bank having the powers of a trust company, authorized to serve as Trustee under the Act, having a capital and surplus of not less than $50,000,000. Any such successor Trustee shall notify the Issuer and the Borrower of its acceptance of the appointment and, upon giving such notice, shall become Trustee, vested with all the property, rights and powers of the Trustee hereunder, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired further act or affected by failure to give such notice or by any defect thereinconveyance. Such appointment successor Trustee shall execute, deliver, record and designation file such instruments as are required to confirm or perfect its succession hereunder and any predecessor Trustee shall be full evidence of the right from time to time execute, deliver, record and authority to make the same and of all the facts therein recited. Upon the making of any file such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privileges, immunities and duties hereby conferred upon the Trustee named herein, and one such appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in Section 12.18(a) of the Credit Agreement. To facilitate the administration of the duties hereunder, the Mortgagee may appoint multiple trustees to serve in such capacity or in such jurisdictions instruments as the Mortgagee incumbent Trustee may designatereasonably require to confirm or perfect any succession hereunder.

Successor Trustee. The Any successor Trustee may resign by written notice addressed appointed as provided in Section 9.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor, [the Certificate Insurer,] the Administrator and to its predecessor Trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, a successor may be appointed by the Mortgagee by instrument of substitution complying without any further act, deed or conveyance, shall become fully vested with any applicable Governmental Requirements, or, in the absence of any such requirement, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with like effect as if originally named as Trustee. The Depositor, the Servicer [, the Certificate Insurer] and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Trustee all such rights, powers, duties hereby conferred upon the and obligations. No successor Trustee named herein, and one such shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(aunless at the time of such acceptance (i) such successor Trustee shall be eligible under the provisions of Section 9.06, (ii) the unsecured long-term debt of such successor Trustee is rated at least “A3” by Moody’s or (iii) the Rating Agencies have confirmed that such successor Trustee will not result in a withdrawal or a downgrading of the Credit Agreementthen current ratings on the Class [A] and Class [IO] Certificates. To facilitate The predecessor Trustee shall notify the administration Rating Agency of the duties hereunderappointment of any successor Trustee. Upon acceptance of appointment by a successor Trustee as provided in this Section, the Mortgagee may appoint multiple trustees Servicer shall mail notice of the succession of such Trustee hereunder to serve all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency. If the Servicer fails to mail such capacity or in notice within 30 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such jurisdictions notice to be mailed at the expense of the Servicer. [Notwithstanding anything to the contrary contained herein, so long as no Certificate Insurer Default exists, the Mortgagee may designateappointment of any successor Trustee pursuant to any provision of this Agreement will be subject to the prior written consent of the Certificate Insurer, which consent shall not be unreasonably withheld.]

Successor Trustee. The Trustee may resign by written notice addressed Any corporation or association which succeeds to the Mortgagee or be removed at any time with or without cause by an instrument in writing duly executed on behalf corporate trust business of the MortgageeTrustee as a whole, or substantially as a whole, whether by sale, merger, consolidation or otherwise, shall become vested with all the property, rights and powers of the Trustee hereunder, without any further act or conveyance. In case the Trustee resigns or is removed or becomes incapable of acting, or becomes bankrupt or insolvent, or if a receiver, liquidator or conservator of the deathTrustee or of its property is appointed, resignation or removal if a public officer takes charge or control of the Trustee, or of its property or affairs, a successor may shall be appointed by (but only with the Mortgagee by instrument consent of substitution complying with the Bank, if any applicable Governmental Requirements, or, in the absence of any such requirement, without formality other than appointment and designation in writing. Written notice of such appointment and designation Bonds shall then be given by the Mortgagee entitled to the Mortgagorbenefits of a Credit Facility, but the validity of any such appointment which consent shall not be impaired or affected unreasonably withheld) by failure written notice from the Company to give the Authority. The Company shall notify the Bondowners of the appointment in writing within twenty (20) days from the appointment. The Company will promptly certify to the successor Trustee that it has mailed such notice to all Bondowners and such certificate will be conclusive evidence that such notice was given in the manner required hereby. If no appointment of a successor is made within twenty (20) days after the giving of written notice in accordance with Section 704 or after the occurrence of any other event requiring or authorizing such appointment, the outgoing Trustee or any Bondowner may apply to any court of competent jurisdiction for the appointment of such a successor, and such court may thereupon, after such notice, if any, as such court may deem proper, appoint such successor. Any successor Trustee appointed under this section shall be a trust company or a bank having the powers of a trust company that meets the requirements of the Act, shall have a capital and surplus of not less than $50,000,000 and shall at the time of the appointment be rated not less than Baa3/P-3 by Moody's or otherwise be acceptable to Moody's. Any such successor Trustee shall notify the Authority and the Company of its acceptance of the appointment and, upon giving such notice, shall become Trustee, vested with all the property, rights and powers of the Trustee hereunder, without any defect thereinfurther act or conveyance. Such appointment successor Trustee shall execute, deliver, record and designation file such instruments as are required to confirm or perfect its succession hereunder and any predecessor Trustee shall be full evidence of the right from time to time execute, deliver, record and authority to make the same and of all the facts therein recited. Upon the making of any file such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privileges, immunities and duties hereby conferred upon the Trustee named herein, and one such appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in Section 12.18(a) of the Credit Agreement. To facilitate the administration of the duties hereunder, the Mortgagee may appoint multiple trustees to serve in such capacity or in such jurisdictions instruments as the Mortgagee incumbent Trustee may designatereasonably require to confirm or perfect any succession hereunder.

Successor Trustee. The Trustee may resign by written notice addressed Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor, the NIMS Insurer, the Master Servicer and to its predecessor trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the Trustee, a predecessor trustee shall become effective and such successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirements, or, in the absence of any such requirementtrustee as applicable, without formality other than appointment and designation in writing. Written notice of such appointment and designation any further act, deed or conveyance, shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of become fully vested with all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as Trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and duties hereby conferred upon related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the Trustee named hereintime held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and one the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. No successor trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 and the appointment of such successor trustee shall not result in a downgrading of any Class of Certificates by each Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the Credit Agreementsuccession of such trustee hereunder to the Swap Provider and to all Holders of Certificates at their addresses as shown in the Certificate Register. To facilitate If the administration Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee the successor trustee shall cause such notice to be mailed at the expense of the duties hereunder, the Mortgagee may appoint multiple trustees to serve in such capacity or in such jurisdictions as the Mortgagee may designate.Depositor. 169

Successor Trustee. The Trustee may resign by written notice addressed Any successor trustee appointed as provided in Section 10.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor and to its predecessor trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the Trusteepredecessor trustee shall become effective, a and such successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirements, or, in the absence of any trustee shall become effective and such requirementsuccessor trustee, without formality other than appointment and designation in writing. Written notice of such appointment and designation any further act, deed or conveyance, shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of become fully vested with all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and duties hereby conferred upon the Trustee named hereinrelated documents and statements held by it hereunder, and one the Depositor, the Master Servicer, the Servicers and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. No successor trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the Credit Agreement. To facilitate the administration rating of the duties hereunderClass A or Class M Certificates. Upon acceptance of appointment by a successor trustee as provided in this Section, the Mortgagee may appoint multiple trustees Master Servicer shall mail notice of the succession of such trustee hereunder to serve all Holders of Certificates at their addresses as shown in the Certificate Register, to the Servicers, any Sub-Servicer and to each Rating Agency. If the Depositor fails to mail such capacity or in notice within ten (10) days after acceptance of appointment by the successor trustee, the successor trustee shall cause such jurisdictions as notice to be mailed at the Mortgagee may designateexpense of the Depositor.

Successor Trustee. The Any successor Trustee may resign by written notice addressed or Trust Administrator appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee Depositor, the Servicer, the Master Servicer and to its predecessor Trustee or be removed at any time with or without cause by Trust Administrator an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the Trusteepredecessor Trustee or Trust Administrator shall become effective, a and such successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirements, or, in the absence of any such requirementTrustee or Trust Administrator, without formality other than appointment and designation in writing. Written notice of such appointment and designation any further act, deed or conveyance, shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of become fully vested with all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with like effect as if originally named as Trustee or Trust Administrator. The Depositor, the Master Servicer, the Servicer and the predecessor Trustee or Trust Administrator shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Trustee Trust Administrator all such rights, powers, duties hereby conferred upon the and obligations. No successor Trustee named herein, and one such or Trust Administrator shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) 8.08 unless at the time of such acceptance such successor Trustee or Trust Administrator shall be eligible under the provisions of Section 8.06 and the appointment of such successor Trustee or Trust Administrator shall not result in a downgrading of the Credit AgreementRegular Certificates by any Rating Agency, as evidenced by a letter from each Rating Agency. To facilitate Upon acceptance of appointment by a successor Trustee or Trust Administrator as provided in this Section 8.08, the administration successor Trustee or Trust Administrator shall mail notice of the duties hereunder, appointment of a successor Trustee or Trust Administrator hereunder to all Holders of Certificates at their addresses as shown in the Mortgagee may appoint multiple trustees Certificate Register and to serve in such capacity or in such jurisdictions as the Mortgagee may designateeach Rating Agency.

Successor Trustee. The Trustee may resign by written notice addressed Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor, the Certificate Insurer and to its predecessor trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the Trustee, a predecessor trustee shall become effective and such successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirements, or, in the absence of any such requirementtrustee, without formality other than appointment and designation in writing. Written notice of such appointment and designation any further act, deed or conveyance, shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of become fully vested with all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and duties hereby conferred upon the Trustee named hereinrelated documents and statements, as well as all moneys, held by it hereunder, and one the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. No successor trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 and the appointment of such successor trustee shall not result in a downgrading or withdrawal of the Credit Agreementrating of any Class of Class A Certificates (including any shadow rating thereof) by either Rating Agency, as evidenced by a letter from each Rating Agency. To facilitate Upon acceptance of appointment by a successor trustee as provided in this Section, the administration Depositor shall mail notice of the duties hereundersuccession of such trustee hereunder to the Certificate Insurer, the Mortgagee may appoint multiple trustees Rating Agencies and to serve all Holders of Certificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such capacity or in notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such jurisdictions notice to be mailed at the expense of the Depositor. Notwithstanding anything to the contrary contained herein, so long as no Certificate Insurer Default has occurred and is continuing, the Mortgagee may designateappointment of any successor trustee pursuant to any provision of this Agreement will be subject to the prior written consent of the Certificate Insurer.

Successor Trustee. The Trustee may resign by written notice addressed (a) Any successor trustee appointed as provided in Section 11.10 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Master Servicer and to its predecessor trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the Trusteepredecessor trustee shall become effective and such successor trustee without any further act, a successor may be appointed by the Mortgagee by instrument of substitution complying deed or conveyance, shall become fully vested with any applicable Governmental Requirements, or, in the absence of any such requirement, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as trustee herein; provided, however, that (i) the long-term debt obligations of such successor trustee (or its corporate parent) shall be rated in a rating category by S&P and duties hereby conferred upon Fitch at least equal to the Trustee named hereinrating one category below the highest rating assigned by such Rating Agency to the then outstanding Certificates, but in no event lower than an "investment grade" rating by such Rating Agency, or each rating agency shall have confirmed in writing that the appointment of such successor trustee will not result in a downgrade, qualification (if applicable) or withdrawal of its then-current rating on the Certificates. The predecessor trustee shall deliver to the successor trustee all Mortgage Loan Files and related documents and statements held by it hereunder (other than any Mortgage Loan Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and one the Master Servicer and the predecessor trustee shall execute and deliver such 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 and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(aunless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 11.09. (c) Upon acceptance of appointment by a successor trustee as provided in this Section, the successor trustee shall mail notice of the Credit Agreement. To facilitate succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the administration of the duties hereunder, the Mortgagee may appoint multiple trustees to serve in such capacity or in such jurisdictions as the Mortgagee may designateCertificate Register.

Successor Trustee. The Any successor Trustee may resign by written notice addressed appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Seller, the Administrator and to its predecessor Trustee an instrument in writing duly executed on behalf of accepting such appointment under this Agreement, and thereupon the Mortgagee. In case of the death, resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, a successor may be appointed by the Mortgagee by instrument of substitution complying without any further act, deed or conveyance, shall become fully vested with any applicable Governmental Requirements, or, in the absence of any such requirement, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor under this Agreement, immunities with like effect as if originally named as the Trustee. The predecessor Trustee shall upon payment of its fees and expenses deliver to the successor Trustee all documents and statements and monies held by it under this Agreement; and the Seller and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Trustee all such rights, powers, duties hereby conferred upon the and obligations. No successor Trustee named herein, and one such shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(aunless at the time of such acceptance such successor Trustee shall be eligible pursuant to Section 10.1. Upon acceptance of appointment by a successor Trustee pursuant to this Section, the Seller shall mail (or shall cause to be mailed) notice of the Credit Agreement. To facilitate successor of such Trustee to the administration Certificateholder, Indenture Trustee, the Noteholders and each of the duties hereunderRating Agencies. If the Seller shall fail to mail (or cause to be mailed) such notice within 10 days after acceptance of appointment by the successor Trustee, the Mortgagee may appoint multiple trustees successor Trustee shall cause such notice to serve be mailed at the expense of the Seller. Any successor Issuer Delaware Trustee appointed pursuant to this Section 10.3 shall promptly file an amendment to the Certificate of Trust with the Secretary of State identifying the name and, the principal place of business of such successor Issuer Delaware Trustee in such capacity or in such jurisdictions as the Mortgagee may designateState of Delaware.

Successor Trustee. The Trustee may resign by written notice addressed Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor, the NIMS Insurer, the Master Servicer and to its predecessor trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the Trusteepredecessor trustee shall become effective and such successor trustee without any further act, a successor may be appointed by the Mortgagee by instrument of substitution complying deed or conveyance, shall become fully vested with any applicable Governmental Requirements, or, in the absence of any such requirement, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and duties hereby conferred upon related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the Trustee named hereintime held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and one the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. No successor trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 and the appointment of such successor trustee shall not result in a downgrading of any Class of Certificates by each Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the Credit Agreementsuccession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. To facilitate If the administration Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the duties hereunder, the Mortgagee may appoint multiple trustees to serve in such capacity or in such jurisdictions as the Mortgagee may designateDepositor.

Successor Trustee. The Trustee may resign by written notice addressed Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor, the NIMS Insurer, the Master Servicer and to its predecessor trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the Trustee, a predecessor trustee shall become effective and such successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirements, or, in the absence of any such requirementtrustee as applicable, without formality other than appointment and designation in writing. Written notice of such appointment and designation any further act, deed or conveyance, shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of become fully vested with all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as Trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and duties hereby conferred upon related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the Trustee named hereintime held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and one the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. No successor trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 and the appointment of such successor trustee shall not result in a downgrading of any Class of Certificates by each Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the Credit Agreementsuccession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. To facilitate If the administration Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee the successor trustee shall cause such notice to be mailed at the expense of the duties hereunder, the Mortgagee may appoint multiple trustees to serve in such capacity or in such jurisdictions as the Mortgagee may designate.Depositor. 184

Successor Trustee. The Trustee may resign by written notice addressed Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor, the Certificate Insurer and to its predecessor trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the Trustee, a predecessor trustee shall become effective and such successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirements, or, in the absence of any such requirementtrustee, without formality other than appointment and designation in writing. Written notice of such appointment and designation any further act, deed or conveyance, shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of become fully vested with all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and duties hereby conferred upon related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the Trustee named hereintime held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and one the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. No successor trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 and the appointment of such successor trustee shall not result in a downgrading of any Class of Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the Credit Agreementsuccession of such trustee hereunder to the Certificate Insurer and to all Holders of Certificates at their addresses as shown in the Certificate Register. To facilitate If the administration Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the duties hereunderDepositor. Notwithstanding anything to the contrary contained herein, so long as no Certificate Insurer Default has occurred and is continuing, the Mortgagee may appoint multiple trustees appointment of any successor trustee pursuant to serve in such capacity or in such jurisdictions as any provision of this Agreement will be subject to the Mortgagee may designateprior written consent of the Certificate Insurer.

Successor Trustee. The Trustee may resign by written notice addressed Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor, its predecessor trustee and the Master Servicer an instrument in writing duly executed on behalf of accepting such appointment hereunder and thereupon the Mortgagee. In case of the death, resignation or removal of the Trustee, a predecessor trustee shall become effective and such successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirements, or, in the absence of any such requirementtrustee, without formality other than appointment and designation in writing. Written notice of such appointment and designation any further act, deed or conveyance, shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of become fully vested with all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as trustee herein. In addition, if any Corridor Contract is still outstanding, the Person appointed as successor trustee shall execute, acknowledge and duties hereby conferred upon deliver to the Trustee named hereinpredecessor trustee, CHL and one such the Master Servicer an instrument accepting the appointment as successor Corridor Contract Administrator under the Corridor Contract Administration Agreement. Furthermore, if the Swap Contract is still outstanding, the Person appointed as successor trustee shall execute, acknowledge and designation deliver to the predecessor trustee, CHL and the Master Servicer an instrument accepting the appointment as successor Swap Contract Administrator under the Swap Contract Administration Agreement. No successor trustee shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid accept appointment as provided in this Section 12.18(a) 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, is reasonably acceptable to the NIM Insurer, its appointment shall not adversely affect the then-current ratings of the Credit AgreementCertificates 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. To facilitate Upon acceptance of appointment by a successor trustee as provided in this Section 8.08, the administration Depositor shall mail notice of the duties hereundersuccession of such trustee hereunder to the NIM Insurer and all Holders of Certificates. If the Depositor fails to mail such notice within ten days after acceptance of appointment by the successor trustee, the Mortgagee may appoint multiple trustees successor trustee shall cause such notice to serve in such capacity or in such jurisdictions as be mailed at the Mortgagee may designateexpense of the Depositor.

Successor Trustee. The Any successor Trustee may resign by written notice addressed appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by NIMS Insurer, the Depositor, the Servicer, the Swap Provider, the Interest Rate Cap Provider, the Basis Risk Cap Provider and to its predecessor Trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the predecessor Trustee shall become effective, and such successor Trustee, a successor may be appointed by the Mortgagee by instrument of substitution complying without any further act, deed or conveyance, shall become fully vested with any applicable Governmental Requirements, or, in the absence of any such requirement, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with like effect as if originally named as Trustee. The Depositor, the Servicer and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Trustee all such rights, powers, duties hereby conferred upon the and obligations. No successor Trustee named herein, and one such shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) 8.08 unless at the time of such acceptance such successor Trustee shall be eligible under the provisions of Section 8.06 and the appointment of such successor Trustee shall not result in a downgrading of the Credit AgreementRegular Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency. To facilitate Upon acceptance of appointment by a successor Trustee as provided in this Section 8.08, the administration successor Trustee shall mail notice of the duties hereunder, appointment of a successor Trustee hereunder to all Holders of Certificates at their addresses as shown in the Mortgagee may appoint multiple trustees Certificate Register and to each Rating Agency. Any Person appointed as successor trustee pursuant to this Agreement shall also be required to serve in such capacity or in such jurisdictions as successor supplemental interest trust trustee under the Mortgagee may designateInterest Rate Swap Agreement and as successor cap trustee under the Interest Rate Cap Agreement.

Successor Trustee. The Trustee may resign by written notice addressed Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor, the NIMS Insurer and its predecessor trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the Trustee, a predecessor trustee shall become effective and such successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirements, or, in the absence of any such requirementtrustee, without formality other than appointment and designation in writing. Written notice of such appointment and designation any further 146 act, deed or conveyance, shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of become fully vested with all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and duties hereby conferred upon related documents and statements to the Trustee named hereinextent held by it hereunder, as well as all moneys, held by it hereunder (other than any Mortgage Files at the time held by the Custodian, which Custodian shall become the agent of any successor trustee hereunder), and one the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. No successor trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 and the appointment of such successor trustee shall not result in a downgrading of any Class of Certificates by any Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee, as provided in this Section, the Depositor shall mail notice of the Credit Agreementsuccession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. To facilitate If the administration Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the duties hereunder, the Mortgagee may appoint multiple trustees to serve in such capacity or in such jurisdictions as the Mortgagee may designateDepositor.

Successor Trustee. The Any successor Trustee may resign by written notice addressed appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee Depositor or be removed at any time with or without cause by the Trustee and its predecessor Trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, a successor may be appointed by the Mortgagee by instrument of substitution complying without any further act, deed or conveyance, shall become fully vested with any applicable Governmental Requirements, or, in the absence of any such requirement, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as Trustee herein. The predecessor Trustee shall deliver to the successor Trustee all Mortgage Files and duties hereby conferred upon related documents and statements to the Trustee named hereinextent held by it hereunder, as well as all moneys, held by it hereunder, and one the Depositor and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee all such rights, powers, duties and obligations. No successor Trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) unless at the time of such acceptance such successor Trustee shall be eligible under the provisions of Section 8.06 and the appointment of such successor Trustee shall not result in a downgrading of any Class of Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor Trustee as provided in this Section, the Depositor shall mail notice of the Credit Agreementsuccession of such Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. To facilitate If the administration Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the duties hereunder, the Mortgagee may appoint multiple trustees to serve in such capacity or in such jurisdictions as the Mortgagee may designateDepositor.

Successor Trustee. The Trustee may resign by written notice addressed Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor and to its predecessor trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the Trustee, a predecessor trustee shall become effective and such successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirements, or, in the absence of any such requirementtrustee, without formality other than appointment and designation in writing. Written notice of such appointment and designation any further act, deed or conveyance, shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of become fully vested with all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties hereby conferred upon the Trustee named herein, and one such obligations. No successor trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 and the appointment of such successor trustee shall not result in a downgrading of any Class of Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the Credit Agreementsuccession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. To facilitate If the administration Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the duties hereunder, the Mortgagee may appoint multiple trustees to serve in such capacity or in such jurisdictions as the Mortgagee may designateDepositor.

Successor Trustee. The Trustee may resign by written notice addressed Any successor trustee appointed as provided in Section 9.07 hereof shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor and to its predecessor trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder and thereupon the Mortgagee. In case of the death, resignation or removal of the Trustee, a predecessor trustee shall become effective and such successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirements, or, in the absence of any such requirementtrustee, without formality other than appointment and designation in writing. Written notice of such appointment and designation any further act, deed or conveyance, shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of become fully vested with all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities and duties hereby conferred with the like effect as if originally named as trustee herein. The Depositor, upon the Trustee named hereinreceipt of all amounts due it hereunder, and one the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations. No successor trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) 9.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 9.06 hereof and its acceptance shall not adversely affect the then current rating of the Credit AgreementCertificates. To facilitate Upon acceptance of appointment by a successor trustee as provided in this Section 9.08, the administration Depositor shall mail notice of the duties hereundersuccession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within ten days after acceptance of appointment by the successor trustee, the Mortgagee may appoint multiple trustees successor trustee shall cause such notice to serve in such capacity be mailed at the expense of the Depositor. Notwithstanding anything to the contrary contained herein or in such jurisdictions the Yield Maintenance Agreements, if the Trustee resigns or is removed, it shall be deemed to have resigned or been removed as Supplemental Interest Trust Trustee contemporaneously therewith. The successor trustee, upon its acceptance of appointment as Trustee, shall become the Mortgagee may designateSupplemental Interest Trust Trustee for all purposes hereunder and under the Yield Maintenance Agreements.

Successor Trustee. The Any successor Trustee may resign by written notice addressed appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor, and to its predecessor Trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, a successor may be appointed by the Mortgagee by instrument of substitution complying without any further act, deed or conveyance, shall become fully vested with any applicable Governmental Requirements, or, in the absence of any such requirement, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as Trustee herein. The predecessor Trustee shall deliver to the successor Trustee all Mortgage Files and duties hereby conferred upon related documents and 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 named hereinhereunder), and one the Depositor and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee all such rights, powers, duties and obligations. No successor Trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) unless at the time of such acceptance such successor Trustee shall be eligible under the provisions of Section 8.06 and the appointment of such successor Trustee shall not result in a downgrading of the Credit Agreementratings of any Class of Certificates by any Rating Agency, as evidenced by a letter from each Rating Agency. To facilitate Upon acceptance of appointment by a successor Trustee as provided in this Section, the administration Depositor shall mail notice of the duties hereundersuccession of such Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee, the Mortgagee may appoint multiple trustees successor Trustee shall cause such notice to serve in such capacity or in such jurisdictions as be mailed at the Mortgagee may designateexpense of the Depositor.

Successor Trustee. The Trustee may resign by written notice addressed Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor, the NIMS Insurer, the Servicer and to its predecessor trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the Trustee, a predecessor trustee shall become effective and such successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirements, or, in the absence of any such requirementtrustee as applicable, without formality other than appointment and designation in writing. Written notice of such appointment and designation any further act, deed or conveyance, shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of become fully vested with all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as Trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and duties hereby conferred upon related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the Trustee named hereintime held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and one the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. No successor trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 and the appointment of such successor trustee shall not result in a downgrading of any Class of Certificates by each Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the Credit Agreementsuccession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. To facilitate If the administration Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee the successor trustee shall cause such notice to be mailed at the expense of the duties hereunder, the Mortgagee may appoint multiple trustees to serve in such capacity or in such jurisdictions as the Mortgagee may designateDepositor.

Successor Trustee. The Trustee may resign by written notice addressed Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor, to the Certificate Insurer and to its predecessor trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the Trustee, a predecessor trustee shall become effective and such successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirements, or, in the absence of any such requirementtrustee, without formality other than appointment and designation in writing. Written notice of such appointment and designation any further act, deed or conveyance, shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of become fully vested with all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and duties hereby conferred upon related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the Trustee named hereintime held by a Custodian, which shall become the agent of any successor trustee hereunder), and one the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. No successor trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(aunless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 and the appointment of such successor trustee shall not result in a downgrading of any Class of Certificates (including any shadow rating thereof) by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the Credit Agreementsuccession of such trustee hereunder to the Certificate Insurer and all Holders of Certificates at their addresses as shown in the Certificate Register. To facilitate If the administration Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the duties hereunder, the Mortgagee may appoint multiple trustees to serve in such capacity or in such jurisdictions as the Mortgagee may designateDepositor.

Successor Trustee. The Any successor Trustee may resign by written notice addressed appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor, the Administrator and to its predecessor Trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, a successor may be appointed by the Mortgagee by instrument of substitution complying without any further act, deed or conveyance, shall become fully vested with any applicable Governmental Requirements, or, in the absence of any such requirement, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with like effect as if originally named as Trustee. The successor Trustee shall, at least 30 days prior to the effective date of its acceptance, provide to the Depositor and the Servicer written notice in form and substance reasonably satisfactory to the Depositor and the Servicer containing all information reasonably requested by the Depositor and the Servicer in order for the Depositor to comply with its reporting obligations under Item 6.02 of Form 8-K with respect to a replacement of the Trustee. The Depositor, the Servicer and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Trustee all such rights, powers, duties hereby conferred upon the and obligations. No successor Trustee named herein, and one such shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(aunless at the time of such acceptance (i) such successor Trustee shall be eligible under the provisions of Section 8.06, and (ii) the unsecured long-term debt of such successor Trustee is rated at least “A3” by Mxxxx’x. The successor Trustee shall not accept such appointment if the Rating Agencies have sent written notice to the Depositor that such successor Trustee will result in a withdrawal or a downgrading of the Credit Agreement. To facilitate the administration then current ratings on any Class of the duties hereunderOffered Certificates. The predecessor Trustee shall notify the Rating Agency of the appointment of any successor Trustee. Upon acceptance of appointment by a successor Trustee as provided in this Section, the Mortgagee may appoint multiple trustees Servicer shall mail notice of the succession of such Trustee hereunder to serve all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency. If the Servicer fails to mail such capacity or in notice within 30 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such jurisdictions as notice to be mailed at the Mortgagee may designateexpense of the Servicer.

Successor Trustee. The Trustee may resign by written notice addressed Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor, the NIMS Insurer and its predecessor trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the Trustee, a predecessor trustee shall become effective and such successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirements, or, in the absence of any such requirementtrustee, without formality other than appointment and designation in writing. Written notice of such appointment and designation any further act, deed or conveyance, shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of become fully vested with all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and duties hereby conferred upon related documents and statements to the Trustee named hereinextent held by it hereunder, as well as all moneys, held 139 by it hereunder (other than any Mortgage Files at the time held by the Custodian, which Custodian shall become the agent of any successor trustee hereunder), and one the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. No successor trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 and the appointment of such successor trustee shall not result in a downgrading of any Class of Certificates by any Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee, as provided in this Section, the Depositor shall mail notice of the Credit Agreementsuccession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. To facilitate If the administration Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the duties hereunder, the Mortgagee may appoint multiple trustees to serve in such capacity or in such jurisdictions as the Mortgagee may designateDepositor.

Successor Trustee. The Trustee may resign by written notice an instrument in ----------------- writing addressed to the Mortgagee Noteholder, or the Trustee may be removed at any time with or without cause by an instrument in writing duly executed on behalf of by the MortgageeNoteholder. In case of the death, resignation resignation, removal or removal disqualification of the TrusteeTrustee or if for any reason the Noteholder shall deem it desirable to appoint a substitute or successor trustee to act instead of the herein named trustee or any substitute or successor trustee, then the Noteholder shall have the right and is hereby authorized and empowered to appoint a successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirementstrustee, or, in the absence of any such requirementor a substitute trustee, without other formality other than appointment and designation in writingwriting executed by the Noteholder and the authority hereby conferred shall extend to the appointment of other successor and substitute trustees successively until the indebtedness secured hereby has been paid in full or until the Property is sold hereunder. Written notice In the event the indebtedness secured hereby is owned by more than one person or entity, the holder or holders of not less than a majority in the amount of such indebtedness shall have the right and authority to make the appointment and designation shall be given by of a successor or substitute trustee provided for in the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect thereinpreceding sentence. Such appointment and designation by the Noteholder or by the holder or holders of not less than a majority of the indebtedness secured hereby shall be full evidence of the right and authority to make the same and of all the facts therein recited. If the Noteholder is a corporation and such appointment is executed in its behalf by an officer of such corporation, 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 corporation. Upon the making of any such appointment and designation, this Mortgage all of the estate and title of the Trustee in the Property shall vest in the named successor all the estate or substitute trustee and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor he shall thereupon succeed to and shall hold, possess and execute all of the rights, powers, privileges, immunities and duties hereby herein conferred upon the Trustee; but nevertheless, upon the written request of the Noteholder or of the successor or substitute Trustee, the Trustee named hereinceasing to act shall execute and deliver an instrument transferring to such successor or substitute Trustee all of the estate and title in the Property of the Trustee so ceasing to act, together with all the rights, powers, privileges, immunities and duties herein conferred upon the Trustee, and one such appointment shall duly assign, transfer and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in Section 12.18(a) deliver any of the Credit Agreementproperties and moneys held by said Trustee hereunder to said successor or substitute Trustee. To facilitate All references herein to the administration of Trustee shall be deemed to refer to the duties 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 herein named Trustee or his successor or successors, the Mortgagee may appoint multiple trustees to serve substitute or substitutes, in such capacity or in such jurisdictions as the Mortgagee may designatethis trust, shall do lawfully by virtue hereof.

Successor Trustee. The Trustee may resign by written notice addressed Any successor trustee appointed as provided in Section 10.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor and to its predecessor trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the Trusteepredecessor trustee shall become effective, a and such successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirements, or, in the absence of any trustee shall become effective and such requirementsuccessor trustee, without formality other than appointment and designation in writing. Written notice of such appointment and designation any further act, deed or conveyance, shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of become fully vested with all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and duties hereby conferred upon the Trustee named hereinrelated documents and statements held by it hereunder, and one the Depositor, the Master Servicer, the Servicers and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. No successor trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the Credit Agreement. To facilitate the administration rating of the duties hereunderClass A or Class M Certificates. Upon acceptance of appointment by a successor trustee as provided in this Section, the Mortgagee may appoint multiple trustees Master Servicer shall mail notice of the succession of such trustee hereunder to serve all Holders of Certificates at their addresses as shown in the Certificate Register, to the Servicers, any Sub-Servicer and to each Rating Agency. If the Depositor fails to mail such capacity or in notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such jurisdictions as notice to be mailed at the Mortgagee may designateexpense of the Depositor.

Successor Trustee. The Any successor Trustee may resign by written notice addressed appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor, and to its predecessor Trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, a successor may be appointed by the Mortgagee by instrument of substitution complying without any further act, deed or conveyance, shall become fully vested with any applicable Governmental Requirements, or, in the absence of any such requirement, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as Trustee herein. The predecessor Trustee shall deliver to the successor Trustee all Mortgage Files and duties hereby conferred upon related documents and 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 named hereinhereunder), and one the Depositor and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee all such rights, powers, duties and obligations. No successor Trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) unless at the time of such acceptance such successor Trustee shall be eligible under the provisions of Section 8.06 and the appointment of such successor Trustee shall not result in a downgrading of the Credit Agreement. To facilitate the administration ratings of any of the duties Other NIM Notes or of any Class of Certificates or of the shadow ratings of the Insured NIM Notes (without giving effect to any insurance policy issued by the NIMS Insurer) by any Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor Trustee as provided in this Section, the 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 the Swap Counterparty. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Depositor. It is acknowledged and agreed that the Person serving as Trustee hereunder shall also serve as Supplemental Interest Trust Trustee. If the Trustee resigns or is removed as Trustee hereunder, the Mortgagee may appoint multiple trustees Trustee shall also cease to be the Supplemental Interest Trust Trustee hereunder. Any person appointed as successor trustee hereunder shall also be required to serve in such capacity or in such jurisdictions as the Mortgagee may designatesuccessor supplemental interest trust trustee.

Successor Trustee. The Any successor Trustee may resign by written notice addressed appointed as provided in Section 9.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor and to its predecessor Trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, a successor may be appointed by the Mortgagee by instrument of substitution complying without any further act, deed or conveyance, shall become fully vested with any applicable Governmental Requirements, or, in the absence of any such requirement, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with like effect as if originally named as Trustee. The Depositor, the Master Servicer and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Trustee all such rights, powers, duties hereby conferred upon the and obligations. No successor Trustee named herein, and one such shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(aunless at the time of such acceptance (i) such successor Trustee shall be eligible under the provisions of Section 9.06, (ii) the unsecured long-term debt of such successor Trustee is rated at least "A3" by Moody's or (iii) the Rating Agencies have confirmed that such successor Xxxxxxe will not result in a withdrawal or a downgrading of the Credit Agreementthen current rating on the Class A or Class M Certificates. To facilitate The predecessor Trustee shall notify the administration Rating Agency of the duties hereunderappointment of any successor Trustee. Upon acceptance of appointment by a successor Trustee as provided in this Section, the Mortgagee may appoint multiple trustees Master Servicer shall mail notice of the succession of such Trustee hereunder to serve all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency. If the Master Servicer fails to mail such capacity or in notice within 30 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such jurisdictions as notice to be mailed at the Mortgagee may designateexpense of the Master Servicer.

Successor Trustee. The Trustee may resign by written notice addressed Any successor trustee appointed as provided in Section 12.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor, the Servicer, the Standby Servicer, the Certificate Insurer and to its predecessor trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the Trustee, a predecessor trustee shall become effective and such successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirements, or, in the absence of any such requirementtrustee, without formality other than appointment and designation in writing. Written notice of such appointment and designation any further act, deed or conveyance, shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of become fully vested with all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as trustee herein. The predecessor trustee shall transfer and duties hereby conferred upon deliver to the Trustee named hereinsuccessor trustee the Trust Fund, including, without limitation, all Trustee's Mortgage Loan Files, the related documents and statements and the FHA Insurance applicable to the Title I Mortgage Loans held by it hereunder, and one the Depositor, the Servicer, the Standby Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. No successor trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) 12.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 12.06; provided, however, such successor trustee or its bank holding company parent shall have a long-term debt rating of at least "A-" by Standard & Poor's and at least "A3" by Moody's. Upon acceptance of appointment by a successor trustee as provided in this Section 12.08, the Depositor shall mail notice of the Credit Agreementsuccession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to the Rating Agencies and the Certificate Insurer. To facilitate If the administration Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the duties hereunder, the Mortgagee may appoint multiple trustees to serve in such capacity or in such jurisdictions as the Mortgagee may designateDepositor.

Successor Trustee. The Trustee may resign by written notice addressed (a) Any successor trustee appointed as provided in this Section 8.08 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor and the Insurer and to its predecessor trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the Trustee, a predecessor trustee shall become effective and such successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirements, or, in the absence of any trustee shall become effective and such requirementsuccessor trustee, without formality other than appointment and designation in writing. Written notice of such appointment and designation any further act, deed or conveyance, shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of become fully vested with all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and duties hereby conferred upon related documents and statements held by it hereunder (other than any Mortgage Files at the Trustee named hereintime held by a Custodian, which shall become the agent of any successor trustee hereunder), and one the Depositor, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(aunless (a) at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 and (b) such appointment of such successor trustee will not result in the reduction of the Credit Agreement. To facilitate the administration ratings on any class of the duties hereunderCertificates below the then-current ratings on such Certificates, as evidenced by a letter from each Rating Agency to such effect. (c) Upon acceptance of appointment by a successor trustee as provided in this Section, the Mortgagee may appoint multiple trustees Depositor shall mail notice of the succession of such trustee hereunder to serve all Holders of Certificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such capacity or in notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such jurisdictions as notice to be mailed at the Mortgagee may designateexpense of the Depositor.

Successor Trustee. The Trustee may resign by written notice addressed Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor and to its predecessor Trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the Trusteepredecessor trustee shall become effective and such successor trustee without any further act, a successor may be appointed by the Mortgagee by instrument of substitution complying deed or conveyance, shall become fully vested with any applicable Governmental Requirements, or, in the absence of any such requirement, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as Trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and duties hereby conferred upon related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the Trustee named hereintime held by the Custodian, which Custodian shall become the agent of any successor trustee hereunder), and one the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. No successor trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 and the appointment of such successor trustee shall not result in a downgrading of any Class of Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the Credit Agreementsuccession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. To facilitate If the administration Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the duties hereunder, the Mortgagee may appoint multiple trustees to serve in such capacity or in such jurisdictions as the Mortgagee may designateDepositor.

Successor Trustee. The Trustee may resign by written notice addressed Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor, the Certificate Insurer, the Guarantor and to its predecessor Trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the Trusteepredecessor trustee shall become effective and such successor trustee without any further act, a successor may be appointed by the Mortgagee by instrument of substitution complying deed or conveyance, shall become fully vested with any applicable Governmental Requirements, or, in the absence of any such requirement, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as Trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and duties hereby conferred upon related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the Trustee named hereintime held by a custodian, which custodian shall become the agent of any successor trustee hereunder), and one the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. No successor trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 and the appointment of such successor trustee shall not result in a downgrading of any Class of Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the Credit Agreementsuccession of such trustee hereunder to the Certificate Insurer and all Holders of Certificates at their addresses as shown in the Certificate Register. To facilitate If the administration Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the duties hereunderDepositor. Notwithstanding anything to the contrary contained herein, so long as no Certificate Insurer Default exists, the Mortgagee may appoint multiple trustees appointment of any successor Trustee pursuant to serve in such capacity or in such jurisdictions as any provision of this Agreement will be subject to the Mortgagee may designateprior written consent of the Certificate Insurer.

Successor Trustee. The Trustee may resign by written notice an instrument in writing addressed to the Mortgagee Beneficiary, or the Trustee may be removed at any time with or without cause by an instrument in writing duly executed on behalf of by the MortgageeBeneficiary. In case of the death, resignation resignation, removal or removal disqualification of the TrusteeTrustee or if for any reason the Beneficiary shall deem it desirable to appoint a substitute or successor trustee to act instead of the herein named trustee or any substitute or successor trustee, then the Beneficiary shall have the right and is hereby authorized and empowered to appoint a successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirementstrustee, or, in the absence of any such requirementor a substitute trustee, without other formality other than appointment and designation in writingwriting executed by the Beneficiary and the authority hereby conferred shall extend to the appointment of other successor and substitute trustees successively until the indebtedness secured hereby has been paid in full or until the Property is sold hereunder. Written notice In the event the indebtedness secured hereby is owned by more than one person or entity, the holder or holders of not less than a majority in the amount of such indebtedness shall have the right and authority to make the appointment and designation shall be given by of a successor or substitute trustee provided for in the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect thereinpreceding sentence. Such appointment and designation by the Beneficiary or by the holder or holders of not less than a majority of the indebtedness secured hereby shall be full evidence of the right and authority to make the same and of all the facts therein recited. If the Beneficiary is a corporation and such appointment is executed in its behalf by an officer of such corporation, 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 corporation. Upon the making of any such appointment and designation, this Mortgage all of the estate and title of the Trustee in the Property shall vest in the named successor all the estate or substitute trustee and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor he shall thereupon succeed to and shall hold, possess and execute all of the rights, powers, privileges, immunities and duties hereby herein conferred upon the Trustee; but nevertheless, upon the written request of the Beneficiary or of the successor or substitute Trustee, the Trustee named hereinceasing to act shall execute and deliver an instrument transferring to such successor or substitute Trustee all of the estate and title in the Property of the Trustee so ceasing to act, together with all the rights, powers, privileges, immunities and duties herein conferred upon the Trustee, and one such appointment shall duly assign, transfer and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in Section 12.18(a) deliver any of the Credit Agreementproperties and moneys held by said Trustee hereunder to said successor or substitute Trustee. To facilitate All references herein to the administration of Trustee shall be deemed to refer to the duties 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 herein named Trustee or his successor or successors, the Mortgagee may appoint multiple trustees to serve substitute or substitutes, in such capacity or in such jurisdictions as the Mortgagee may designatethis trust, shall do lawfully by virtue hereof.

Successor Trustee. The Any successor Trustee may resign by written notice addressed appointed as provided in Section 6.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Transferor and to its predecessor Trustee an instrument in writing duly executed on behalf of accepting such appointment under this 1997-A Securitization Trust Agreement, and thereupon the Mortgagee. In case of the death, resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, a successor may be appointed by the Mortgagee by instrument of substitution complying without any further act, deed or conveyance, shall become fully vested with any applicable Governmental Requirements, or, in the absence of any such requirement, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor under this 1997-A Securitization Trust Agreement, immunities with like effect as if originally named as Trustee. The predecessor Trustee shall deliver to the successor Trustee all documents and statements held by it under this 1997-A Securitization Trust Agreement; and the Transferor and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Trustee all such rights, powers, duties hereby conferred upon the and obligations. No successor Trustee named herein, and one such shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) unless at the time of such acceptance such successor Trustee shall be eligible under the provisions of Section 6.06. Upon acceptance of appointment by a successor Trustee as provided in this Section, the Transferor shall cause notice of the Credit Agreementsuccessor of such Trustee under this 1997-A Securitization Trust Agreement to be mailed to all Certificateholders at their addresses as shown in the Certificate Register and shall give notice by mail to each Rating Agency. To facilitate If the administration Transferor fails to mail or cause to be mailed 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 duties hereunder, the Mortgagee may appoint multiple trustees to serve in such capacity or in such jurisdictions as the Mortgagee may designateTransferor.

Successor Trustee. The Any successor Trustee may resign by written notice addressed appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor, and to its predecessor Trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, a successor may be appointed by the Mortgagee by instrument of substitution complying without any further act, deed or conveyance, shall become fully vested with any applicable Governmental Requirements, or, in the absence of any such requirement, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as Trustee herein. The predecessor Trustee shall deliver to the successor Trustee all Mortgage Files and duties hereby conferred upon related documents and 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 named hereinhereunder), and one the Depositor and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee all such rights, powers, duties and obligations. No successor Trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) unless at the time of such acceptance such successor Trustee shall be eligible under the provisions of Section 8.06 and the appointment of such successor Trustee shall not result in a downgrading of the Credit Agreement. To facilitate the administration ratings of any of the duties hereunderOther NIM Notes or of any Class of Certificates (without giving effect to the Class I-A4 Policy) or of the shadow ratings of the Insured NIM Notes (without giving effect to any insurance policy issued by the NIMS Insurer) by any Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor Trustee as provided in this Section, the Mortgagee may appoint multiple trustees Depositor shall mail notice of the succession of such Trustee hereunder to serve the Class I-A4 Insurer, the Swap Counterparty and all Holders of Certificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such capacity or in notice within 10 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such jurisdictions as notice to be mailed at the Mortgagee may designateexpense of the Depositor.

Successor Trustee. The Trustee may resign by written notice addressed Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor, the NIMS Insurer and to its predecessor trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the Trusteepredecessor trustee shall become effective and such successor trustee without any further act, a successor may be appointed by the Mortgagee by instrument of substitution complying deed or conveyance, shall become fully vested with any applicable Governmental Requirements, or, in the absence of any such requirement, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and duties hereby conferred upon related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the Trustee named hereintime held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and one the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. No successor trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 and the appointment of such successor trustee shall not result in a downgrading of any Class of Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the Credit Agreementsuccession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. To facilitate If the administration Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the duties hereunder, the Mortgagee may appoint multiple trustees to serve in such capacity or in such jurisdictions as the Mortgagee may designate.Depositor. 135

Successor Trustee. The Any successor Trustee may resign by written notice addressed appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Administrator and to its predecessor Trustee an instrument in writing duly executed on behalf of accepting such appointment under this Agreement, and thereupon the Mortgagee. In case of the death, resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, a successor may be appointed by the Mortgagee by instrument of substitution complying without any further act, deed or conveyance, shall become fully vested with any applicable Governmental Requirements, or, in the absence of any such requirement, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privileges, immunities and duties hereby conferred upon the Trustee named hereinduties, and one obligations of its predecessor under this Agreement, with like effect as if originally named as the Trustee. Such instrument shall identify the situs of the Trust, locations where payments will be made and/or received, and where bank accounts will be maintained for purposes of Section 2.9 hereof, if such locations are to change following such appointment. As of the effective date of such instrument, Section 2.9 hereof shall be read to include such locations identified in such instrument. The predecessor Trustee shall upon payment of its fees and expenses deliver to the successor Trustee all documents and statements and monies held by it under this Agreement; and the Administrator and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Trustee all such rights, powers, duties and obligations. No successor Trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) unless at the time of such acceptance such successor Trustee shall be eligible pursuant to Section 10.1. Upon acceptance of appointment by a successor Trustee pursuant to this Section, the Administrator shall mail notice of such appointment to all Certificateholders, the Indenture Trustee, the Counterparty, the Noteholders and the Rating Agencies. If the Administrator shall fail to mail such notice within 10 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Credit AgreementAdministrator. To facilitate Any successor Trustee shall file an amendment to the administration Certificate of Trust as required by the duties hereunder, the Mortgagee may appoint multiple trustees to serve in such capacity or in such jurisdictions as the Mortgagee may designateStatutory Trust Act.

Successor Trustee. The Trustee may resign by written notice addressed Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor and to its predecessor trustee and the Master Servicer an instrument in writing duly executed on behalf of accepting such appointment hereunder and thereupon the Mortgagee. In case of the death, resignation or removal of the Trustee, a predecessor trustee shall become effective and such successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirements, or, in the absence of any such requirementtrustee, without formality other than appointment and designation in writing. Written notice of such appointment and designation any further act, deed or conveyance, shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of become fully vested with all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as trustee in this Agreement. The Depositor, the Master Servicer and duties hereby conferred upon the Trustee named hereinpredecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and one such obligations. In addition, if the Corridor Contract is still outstanding, the Person appointed as successor trustee shall execute, acknowledge and deliver to the predecessor trustee, Countrywide and the Master Servicer an instrument accepting the appointment and designation as successor Corridor Contract Administrator under the Corridor Contract Administration Agreement. No successor trustee shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid accept appointment as provided in this Section 12.18(a) 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, is reasonably acceptable to the NIM Insurer, its appointment shall not adversely affect the then-current ratings of the Credit AgreementCertificates 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. To facilitate Upon acceptance of appointment by a successor trustee as provided in this Section 8.08, the administration Depositor shall mail notice of the duties hereundersuccession of such trustee hereunder to the NIM Insurer and all Holders of Certificates. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the Mortgagee may appoint multiple trustees successor trustee shall cause such notice to serve in such capacity or in such jurisdictions as be mailed at the Mortgagee may designateexpense of the Depositor.

Successor Trustee. The Trustee may resign by written notice addressed Any corporation or association which succeeds to the Mortgagee or be removed at any time with or without cause by an instrument in writing duly executed on behalf corporate trust business of the MortgageeTrustee as a whole, or substantially as a whole, whether by sale, merger, consolidation or otherwise, shall become vested with all the property, rights and powers of the Trustee hereunder, without any further act or conveyance. In case the Trustee resigns or is removed or becomes incapable of acting, or becomes bankrupt or insolvent, or if a receiver, liquidator or conservator of the deathTrustee or of its property is appointed, resignation or removal if a public officer takes charge or control of the Trustee, or of its property or affairs, a successor may shall be appointed by written notice from the Mortgagee by instrument Company to the Bond Insurer and the Authority. The Company shall notify the Bondowners of substitution complying with any applicable Governmental Requirements, or, the appointment in writing within twenty (20) days from the appointment. The Company will promptly certify to the successor Trustee that it has mailed such notice to all Bondowners and such certificate will be conclusive evidence that such notice was given in the absence manner required hereby. If no appointment of a successor is made within twenty (20) days after the giving of written notice in accordance with Section 704 or after the occurrence of any other event requiring or authorizing such requirementappointment, the outgoing Trustee or any Bondowner may apply to any court of competent jurisdiction for the appointment of such a successor, and such court may thereupon, after such notice, if any, as such court may deem proper, appoint such successor. Any successor Trustee appointed under this section shall be a trust company or a bank having the powers of a trust company that meets the requirements of the Act and has a capital and surplus of not less than $50,000,000. Any such successor Trustee shall notify the Authority and the Company of its acceptance of the appointment and, upon giving such notice, shall become Trustee, vested with all the property, rights and powers of the Trustee hereunder, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired further act or affected by failure to give such notice or by any defect thereinconveyance. Such appointment successor Trustee shall execute, deliver, record and designation file such instruments as are required to confirm or perfect its succession hereunder and any predecessor Trustee shall be full evidence of the right from time to time execute, deliver, record and authority to make the same and of all the facts therein recited. Upon the making of any file such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privileges, immunities and duties hereby conferred upon the Trustee named herein, and one such appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in Section 12.18(a) of the Credit Agreement. To facilitate the administration of the duties hereunder, the Mortgagee may appoint multiple trustees to serve in such capacity or in such jurisdictions instruments as the Mortgagee incumbent Trustee may designatereasonably require to confirm or perfect any succession hereunder.

Successor Trustee. The Trustee may resign by written notice addressed Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Certificateholders, the Servicer and to its predecessor trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the Trustee, a predecessor trustee shall become effective and such successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirements, or, in the absence of any such requirementtrustee, without formality other than appointment and designation in writing. Written notice of such appointment and designation any further act, deed or conveyance, shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of become fully vested with all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and duties hereby conferred upon related documents and statements held by it hereunder (other than any Mortgage Files at the Trustee named hereintime held by a custodian, which shall become the agent of any successor trustee hereunder), and one Cityscape, the Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. No successor trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06. Upon acceptance of appointment by a successor trustee as provided in this Section, the predecessor trustee shall mail notice of the Credit Agreementsuccession of such trustee hereunder to each Holder of Certificates at their respective addresses as shown in the Certificate Register and to each Rating Agency. To facilitate If the administration predecessor trustee fails to mail such notice within ten (10) days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the duties resigning trustee. The Trustee shall not be liable for the acts or omissions to act of any successor Trustee appointed hereunder, the Mortgagee may appoint multiple trustees to serve in such capacity or in such jurisdictions as the Mortgagee may designate.

Successor Trustee. The Any successor Trustee may resign by written notice addressed appointed as provided in Section 11.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Servicer, the Backup Servicer and the Originator and to its predecessor Trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, a successor may be appointed by the Mortgagee by instrument of substitution complying without any further act, deed or conveyance, shall become fully vested with any applicable Governmental Requirements, or, in the absence of any such requirement, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with like effect as if originally named as Trustee. The predecessor Trustee shall deliver or cause to be delivered to the successor Trustee the Contracts, Contract Files and Land-and-Home Contract Files and any related documents and statements held by it hereunder; and, if the Land-and-Home Contract Files are then held by a custodian pursuant to a custodial agreement, the predecessor Trustee and the custodian shall amend such custodial agreement to make the successor Trustee the successor to the predecessor Trustee thereunder; and the Servicer, the Originator and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Trustee all such rights, powers, duties hereby conferred upon the and obligations. No successor Trustee named herein, and one such shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) 11.08 unless at the time of such acceptance such successor Trustee shall be eligible under the provisions of Section 11.06. Upon acceptance of appointment by a successor Trustee as provided in this Section 11.08, the Servicer shall cause notice of the Credit Agreementsuccession of such Trustee hereunder to be mailed to each Certificateholder at their addresses as shown in the Certificate Register. To facilitate If the administration Servicer 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 duties hereunder, the Mortgagee may appoint multiple trustees to serve in such capacity or in such jurisdictions as the Mortgagee may designateServicer.

Successor Trustee. The Trustee may resign by written notice addressed Any successor trustee appointed as provided in Section 6.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor and to its predecessor trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the Trustee, a predecessor trustee shall become effective and such successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirements, or, in the absence of any such requirementtrustee, without formality other than appointment and designation in writing. Written notice of such appointment and designation any further act, deed or conveyance, shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of become fully vested with all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee evidence of the transfer to such successor trustee evidence of the transfer to such successor trustee of the ownership, on behalf of the Certificateholders, of the Underlying Certificates and duties hereby conferred upon the Trustee named hereinrelated documents and statements, as well as all moneys, held by it hereunder, and one the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. No successor trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 6.06 and the appointment of such successor trustee shall not result in a downgrading of any Class of Certificates by either Rating Agency, as evidenced by a letter from the Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the Credit Agreementsuccession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. To facilitate If the administration Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the duties hereunder, the Mortgagee may appoint multiple trustees to serve in such capacity or in such jurisdictions as the Mortgagee may designateDepositor.

Successor Trustee. The Trustee may resign by written notice addressed Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor, the NIMS Insurer and to its predecessor trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the Trusteepredecessor trustee shall become effective and such successor trustee without any further act, a successor may be appointed by the Mortgagee by instrument of substitution complying deed 152 or conveyance, shall become fully vested with any applicable Governmental Requirements, or, in the absence of any such requirement, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and duties hereby conferred upon related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the Trustee named hereintime held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and one the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. No successor trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 and the appointment of such successor trustee shall not result in a downgrading of any Class of Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the Credit Agreementsuccession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. To facilitate If the administration Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the duties hereunder, the Mortgagee may appoint multiple trustees to serve in such capacity or in such jurisdictions as the Mortgagee may designateDepositor.

Successor Trustee. The Trustee may resign by written notice addressed Any successor trustee appointed as provided under this agreement shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by RVI and RVI Sub and to its predecessor trustee an instrument in writing duly executed on behalf of accepting such appointment. Thereupon the Mortgagee. In case of the death, resignation or removal of the Trustee, a predecessor trustee shall become effective and such successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirements, or, in the absence of any such requirementtrustee, without formality other than appointment and designation in writing. Written notice of such appointment and designation any further act, deed or conveyance, shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of become vested with all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor under this agreement, immunities with like effect as if originally named as trustee in this agreement. However, on the written request of RVI and duties hereby conferred RVI Sub 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, RVI, RVI Sub and such predecessor trustee shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Notice of Successor Trustee Upon acceptance of appointment by a successor trustee as provided herein, RVI and RVI Sub shall cause to be mailed notice of the succession of such trustee hereunder to each Holder specified in a List. If RVI or RVI Sub shall fail to cause such notice to be mailed 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 RVI and RVI Sub. Successors Certain Requirements in Respect of Combination, Etc. Neither RVI nor RVI Sub shall enter into any transaction (whether by way of reconstruction, reorganization, consolidation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other Person or, in the case of a merger, of the continuing corporation resulting therefrom, but may do so if: such other Person or continuing corporation (the "Successor"), by operation of law, becomes, without further action, bound by the terms and provisions of this agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction an agreement supplemental hereto and such other instruments (if any) as are satisfactory to the Trustee named herein, and one such appointment in the opinion of legal counsel to the Trustee are necessary or advisable to evidence the assumption by the Successor of liability for all moneys payable and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in Section 12.18(a) of the Credit Agreement. To facilitate the administration of the duties property deliverable hereunder, the Mortgagee may appoint multiple trustees covenant of such Successor to serve in such capacity pay and deliver or in such jurisdictions cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RVI or RVI Sub, as the Mortgagee case may designate.be, under this agreement; and such transaction shall, to the satisfaction of the Trustee, be upon such terms which substantially preserve and do not impair in any material respect any of the rights, duties, powers and authorities of the Trustee or of the Holders hereunder. Vesting of Powers in Successor Whenever the conditions of Section 11. 1 hereof have been duly observed and performed, the Trustee, if required by Section 11.1 hereof, the Successor and RVI or RVI Sub, as the case may be, shall execute and deliver the supplemental agreement provided for in Article 12 hereof, and thereupon the Successor shall possess and from time to time may exercise each and every right and power of RVI or RVI Sub, as the case may be, under this agreement in the name of RVI or RVI Sub, as the case may be, or otherwise and any act or proceeding by any provision of this agreement required to be done or performed by the board of directors or any officers of RVI or RVI Sub may be done and performed with like force and effect by the directors or officers of such Successor. Wholly-owned Subsidiaries Nothing herein shall be construed as preventing the amalgamation or merger of any wholly-owned subsidiary of RVI with or into RVI or the winding-up, liquidation or dissolution of any wholly-owned subsidiary of RVI provided that all of the assets of such subsidiary are transferred to RVI or another wholly-owned subsidiary of RVI, and any such transactions are expressly permitted by this Article 11. Amendments and Supplemental Agreements

Successor Trustee. The Any successor Trustee may resign by written notice addressed appointed as provided in Section 9.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Seller and to its predecessor Trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, a successor may be appointed by the Mortgagee by instrument of substitution complying without any further act, deed or conveyance, shall become fully vested with any applicable Governmental Requirements, or, in the absence of any such requirement, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with like effect as if originally named as Trustee. The Seller, the Servicer and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Trustee all such rights, powers, duties hereby conferred upon the and obligations. No successor Trustee named herein, and one such shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(aunless at the time of such acceptance (i) such successor Trustee shall be eligible under the provisions of Section 9.06, (ii) the unsecured long-term debt of such successor Trustee is rated at least "A3" by Moody's or (iii) the Rating Agencies have confirmed that such successox Xxxxxee will not result in a withdrawal or a downgrading of the Credit Agreementthen current rating on the Class A or Class M Certificates. To facilitate The predecessor Trustee shall notify the administration Rating Agency of the duties hereunderappointment of any successor Trustee. Upon acceptance of appointment by a successor Trustee as provided in this Section, the Mortgagee may appoint multiple trustees Servicer shall mail notice of the succession of such Trustee hereunder to serve all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency. If the Servicer fails to mail such capacity or in notice within 30 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such jurisdictions as notice to be mailed at the Mortgagee may designateexpense of the Servicer.

Successor Trustee. The (a) Any successor Trustee may resign by written notice addressed appointed as provided in Section 10.8 or Section 10.15 shall execute, acknowledge and deliver to CFC, the Servicer, RUS, the Swap Provider and its predecessor Trustee an instrument accepting such appointment under this Agreement in form and substance acceptable to the Mortgagee or be removed at any time with or without cause by an instrument in writing duly executed on behalf of Servicer, and thereupon the Mortgagee. In case of the death, resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, a successor may be appointed by the Mortgagee by instrument of substitution complying without any further act, deed or conveyance, shall become fully vested with any applicable Governmental Requirements, or, in the absence of any such requirement, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor under this Agreement and shall appoint the Servicer as its attorney-in-fact pursuant to Section 4.3, immunities without any further act or instrument and duties hereby conferred upon with like effect as if originally named as Trustee. The predecessor Trustee shall deliver or cause to be delivered to the successor Trustee named hereinor its designee the Notes, the Guarantee, the Swap Agreement and any related documents and statements, and one all moneys and other properties held by it under this Agreement; and CFC, the Servicer and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Trustee all such rights, power, duties and obligations. (b) No successor Trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(aunless at the time of such acceptance such successor Trustee is eligible under the provisions of Section 10.7. (c) Upon acceptance of appointment by a successor Trustee as provided in this Section 10.9, the Servicer shall cause notice of the Credit Agreementsuccession of such Trustee to be mailed to each Certificateholder at its address as shown in the Certificate Register. To facilitate If the administration Servicer 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 duties hereunder, Servicer but the Mortgagee may appoint multiple trustees failure of the Servicer or the Trustee to serve in give such capacity notice shall not impair or in affect the appointment of such jurisdictions as the Mortgagee may designatesuccessor Trustee.

Successor Trustee. The Any successor Trustee may resign by written notice addressed appointed as provided in Section 9.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor, the Servicer and to its predecessor Trustee [and the Certificate Insurer] an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, a successor may be appointed by the Mortgagee by instrument of substitution complying without any further act, deed or conveyance, shall become fully vested with any applicable Governmental Requirements, or, in the absence of any such requirement, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with like effect as if originally named as Trustee. The Depositor, the Servicer[, the Certificate Insurer] and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Trustee all such rights, powers, duties hereby conferred upon the and obligations. No successor Trustee named herein, and one such shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) unless at the time of such acceptance such successor Trustee shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Trustee as provided in this Section, the Servicer shall mail notice of the Credit Agreementsuccession of such Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency. To facilitate If the administration Servicer fails to mail such notice within 30 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the duties hereunderServicer. [Notwithstanding anything to the contrary contained herein, so long as no Certificate Insurer Default exists, the Mortgagee may appoint multiple trustees appointment of any successor Trustee pursuant to serve in such capacity or in such jurisdictions as any provision of this Agreement will be subject to the Mortgagee may designateprior written consent of the Certificate Insurer, which consent shall not be unreasonably withheld.]

Successor Trustee. The Trustee may resign by written notice addressed Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor, the NIMS Insurer and to its predecessor trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the Trusteepredecessor trustee shall become effective and such successor trustee without any further act, a successor may be appointed by the Mortgagee by instrument of substitution complying deed or conveyance, shall become fully vested with any applicable Governmental Requirements, or, in the absence of any such requirement, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and duties hereby conferred upon related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the Trustee named hereintime held by the Custodian, which Custodian shall become the agent of any successor trustee hereunder), and one the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. No successor trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 and the appointment of such successor trustee shall not result in a downgrading of any Class of Certificates by each Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the Credit Agreementsuccession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. To facilitate If the administration Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the duties hereunder, the Mortgagee may appoint multiple trustees to serve in such capacity or in such jurisdictions as the Mortgagee may designateDepositor.

Successor Trustee. The Trustee may resign by written notice addressed Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor to its predecessor trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the Trustee, a predecessor trustee shall become effective and such successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirements, or, in the absence of any such requirementtrustee, without formality other than appointment and designation in writing. Written notice of such appointment and designation any further act, deed or conveyance, shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of become fully vested with all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and duties hereby conferred upon related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the Trustee named hereintime held by a Custodian, which shall become the agent of any successor trustee hereunder), and one the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. No successor trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(aunless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 and the appointment of such successor trustee shall not result in a downgrading of any Class of Certificates (including any shadow rating thereof) by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the Credit Agreementsuccession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. To facilitate If the administration Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the duties hereunder, the Mortgagee may appoint multiple trustees to serve in such capacity or in such jurisdictions as the Mortgagee may designateDepositor.

Successor Trustee. The Any successor Trustee may resign by written notice addressed appointed as provided in Section 9.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor and to its predecessor Trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, a successor may be appointed by the Mortgagee by instrument of substitution complying without any further act, deed or conveyance, shall become fully vested with any applicable Governmental Requirements, or, in the absence of any such requirement, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties 77 and obligations of its predecessor hereunder, immunities with like effect as if originally named as Trustee. The Depositor, the Master Servicer and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Trustee all such rights, powers, duties hereby conferred upon the and obligations. No successor Trustee named herein, and one such shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(aunless at the time of such acceptance (i) such successor Trustee shall be eligible under the provisions of Section 9.06, (ii) the unsecured long-term debt of such successor Trustee is rated at least "A3" by Moodx'x xx (iii) the Rating Agencies have confirmed that such successor Trustee will not result in a withdrawal or a downgrading of the Credit Agreementthen current rating on the Class A or Class M Certificates. To facilitate The predecessor Trustee shall notify the administration Rating Agency of the duties hereunderappointment of any successor Trustee. Upon acceptance of appointment by a successor Trustee as provided in this Section, the Mortgagee may appoint multiple trustees Master Servicer shall mail notice of the succession of such Trustee hereunder to serve all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency. If the Master Servicer fails to mail such capacity or in notice within 30 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such jurisdictions as notice to be mailed at the Mortgagee may designateexpense of the Master Servicer.

Successor Trustee. The Any successor Trustee may resign by written notice addressed appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor, and to its predecessor Trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, a successor may be appointed by the Mortgagee by instrument of substitution complying without any further act, deed or conveyance, shall become fully vested with any applicable Governmental Requirements, or, in the absence of any such requirement, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as Trustee herein. The predecessor Trustee shall deliver to the successor Trustee all Mortgage Files and duties hereby conferred upon related documents and 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 named hereinhereunder), and one the Depositor and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee all such rights, powers, duties and obligations. No successor Trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) unless at the time of such acceptance such successor Trustee shall be eligible under the provisions of Section 8.06 and the appointment of such successor Trustee shall not result in a downgrading of the Credit Agreement. To facilitate the administration ratings of any of the duties Other NIM Notes or of any Class of Certificates or of the shadow ratings of the Insured NIM Notes (without giving effect to any insurance policy issued by the NIMS Insurer) by any Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor Trustee as provided in this Section, the 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 the Swap Counterparty. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Depositor. It is acknowledged and agreed that the Person serving as Trustee hereunder shall also serve as Supplemental Interest Trust Trustee and as Trust Trustee. If the Trustee resigns or is removed as Trustee hereunder, the Mortgagee may appoint multiple trustees Trustee shall also cease to be the Supplemental Interest Trust Trustee and as Trust Trustee hereunder. Any person appointed as successor trustee hereunder shall also be required to serve in such capacity or in such jurisdictions as the Mortgagee may designatesuccessor supplemental interest trust trustee and trust trustee.

Successor Trustee. The Any successor Trustee may resign by written notice addressed appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor, and to its predecessor Trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, a successor may be appointed by the Mortgagee by instrument of substitution complying without any further act, deed or conveyance, shall become fully vested with any applicable Governmental Requirements, or, in the absence of any such requirement, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as Trustee herein. The predecessor Trustee shall deliver to the successor Trustee all Mortgage Files and duties hereby conferred upon related documents and 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 named hereinhereunder), and one the Depositor and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee all such rights, powers, duties and obligations. No successor Trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) unless at the time of such acceptance such successor Trustee shall be eligible under the provisions of Section 8.06 and the appointment of such successor Trustee shall not result in a downgrading of the Credit Agreement. To facilitate the administration ratings of any of the duties hereunderOther NIM Notes or of any Class of Certificates or of the shadow ratings of the Insured NIM Notes (without giving effect to any insurance policy issued by the NIMS Insurer) by any Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor Trustee as provided in this Section, the Mortgagee may appoint multiple trustees Depositor shall mail notice of the succession of such Trustee hereunder to serve the Swap Counterparty and all Holders of Certificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such capacity or in notice within 10 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such jurisdictions as notice to be mailed at the Mortgagee may designateexpense of the Depositor.

Successor Trustee. The Any successor Trustee may resign by written notice addressed appointed as provided in SECTION 12.08 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Servicer, the Depositor and to its predecessor Trustee, an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the Trustee, a predecessor Trustee shall become effective and such successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirements, or, in the absence of any such requirementtrustee, without formality other than appointment and designation in writing. Written notice of such appointment and designation any further act, deed or conveyance, shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of become fully vested with all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with like effect as if originally named as Trustee. The predecessor Trustee shall deliver or cause to be delivered to the successor Trustee the Contracts and the Contract Files (if any such Contracts and Contract Files are in the Trustee's possession) and any related documents and statements 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 amend such custodial agreement to make the successor Trustee the successor to the predecessor Trustee thereunder; and the Servicer, the Depositor and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Trustee all such rights, powers, duties hereby conferred upon the and obligations. No successor Trustee named herein, and one such shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in Section 12.18(a) this SECTION 12.09 unless at the time of such acceptance such successor Trustee shall be eligible under the provisions of SECTION 12.07. Upon acceptance of appointment by a successor Trustee as provided in this SECTION 12.09, the Servicer shall cause notice of the Credit Agreementsuccession of such Trustee hereunder to be mailed to each Rating Agency and to each Certificateholder at their addresses as shown in the Certificate Register. To facilitate If the administration Servicer 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 duties hereunder, the Mortgagee may appoint multiple trustees to serve in such capacity or in such jurisdictions as the Mortgagee may designateServicer.

Successor Trustee. The Any successor Trustee may resign by written notice addressed appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor, and its predecessor Trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, a successor may be appointed by the Mortgagee by instrument of substitution complying without any further act, deed or conveyance, shall become fully vested with any applicable Governmental Requirements, or, in the absence of any such requirement, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as Trustee herein. The predecessor Trustee shall deliver to the successor Trustee all Mortgage Files and duties hereby conferred upon related documents and statements to the Trustee named hereinextent held by it hereunder, as well as all moneys, held by it hereunder, and one the Depositor and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee all such rights, powers, duties and obligations. No successor Trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) unless at the time of such acceptance such successor Trustee shall be eligible under the provisions of Section 8.06 and the appointment of such successor Trustee shall not result in a downgrading of any Class of Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor Trustee as provided in this Section, the Depositor shall mail notice of the Credit Agreementsuccession of such Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. To facilitate If the administration Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the duties hereunder, the Mortgagee may appoint multiple trustees to serve in such capacity or in such jurisdictions as the Mortgagee may designateDepositor.

Successor Trustee. The Trustee may resign by written notice addressed Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor, and to its predecessor trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the Trustee, a predecessor trustee shall become effective and such successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirements, or, in the absence of any such requirementtrustee, without formality other than appointment and designation in writing. Written notice of such appointment and designation any further act, deed or conveyance, shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of become fully vested with all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and duties hereby conferred upon related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the Trustee named hereintime held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and one the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. No successor trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 and the appointment of such successor trustee shall not result in a downgrading of the Credit AgreementNIM Notes or any Class of Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency. To facilitate Upon acceptance of appointment by a successor trustee as provided in this Section, the administration Depositor shall mail notice of the duties hereundersuccession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the Mortgagee may appoint multiple trustees successor trustee shall cause such notice to serve in such capacity or in such jurisdictions as be mailed at the Mortgagee may designateexpense of the Depositor.

Successor Trustee. The Any successor Trustee may resign by written notice addressed appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor, and to its predecessor Trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, a successor may be appointed by the Mortgagee by instrument of substitution complying without any further act, deed or conveyance, shall become fully vested with any applicable Governmental Requirements, or, in the absence of any such requirement, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as Trustee herein. The predecessor Trustee shall deliver to the successor Trustee all Mortgage Files and duties hereby conferred upon related documents and 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 named hereinhereunder), and one the Depositor and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee all such rights, powers, duties and obligations. No successor Trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) unless at the time of such acceptance such successor Trustee shall be eligible under the provisions of Section 8.06 and the appointment of such successor Trustee shall not result in a downgrading of the Credit Agreement. To facilitate the administration ratings of any of the duties hereunderOther NIM Notes or of any Class of Certificates (without giving effect to the Class II-A3 Policy) or of the shadow ratings of the Insured NIM Notes (without giving effect to any insurance policy issued by the NIMS Insurer) by any Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor Trustee as provided in this Section, the Mortgagee may appoint multiple trustees Depositor shall mail notice of the succession of such Trustee hereunder to serve the Class II-A3 Insurer and all Holders of Certificates at their addresses as shown in the Certificate Register and the Swap Counterparty. If the Depositor fails to mail such capacity or in notice within 10 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such jurisdictions as notice to be mailed at the Mortgagee may designateexpense of the Depositor.

Successor Trustee. The Trustee may resign by written notice addressed Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor and to its predecessor trustee and the Master Servicer an instrument in writing duly executed on behalf of accepting such appointment hereunder and thereupon the Mortgagee. In case of the death, resignation or removal of the Trustee, a predecessor trustee shall become effective and such successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirements, or, in the absence of any such requirementtrustee, without formality other than appointment and designation in writing. Written notice of such appointment and designation any further act, deed or conveyance, shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of become fully vested with all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as trustee in this Agreement. The Depositor, the Master Servicer and duties hereby conferred upon the Trustee named hereinpredecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and one such obligations. In addition, if the 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 and designation as successor Swap Contract Administrator under the Swap Contract Administration Agreement. No successor trustee shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid accept appointment as provided in this Section 12.18(a) 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 and its appointment shall not adversely affect the then current rating of the Credit AgreementCertificates 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. To facilitate Upon acceptance of appointment by a successor trustee as provided in this Section 8.08, the administration Depositor shall mail notice of the duties hereundersuccession of such trustee hereunder to all Holders of Certificates. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the Mortgagee may appoint multiple trustees successor trustee shall cause such notice to serve in such capacity or in such jurisdictions as be mailed at the Mortgagee may designateexpense of the Depositor.

Successor Trustee. The Trustee may resign by written notice addressed Any successor trustee appointed as provided in Section 10.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor and to its predecessor trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the Trusteepredecessor trustee shall become effective, a and such successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirements, or, in the absence of any trustee shall become effective and such requirementsuccessor trustee, without formality other than appointment and designation in writing. Written notice of such appointment and designation any further act, deed or conveyance, shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of become fully vested with all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and duties hereby conferred upon the Trustee named hereinrelated documents and statements held by it hereunder, and one the Depositor, the Master Servicer, the Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. No successor trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to the appointment of any successor trustee becoming effective, the Depositor shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the Credit Agreement. To facilitate the administration rating of the duties hereunderClass A or Class M Certificates. Upon acceptance of appointment by a successor trustee as provided in this Section, the Mortgagee may appoint multiple trustees Master Servicer shall mail notice of the succession of such trustee hereunder to serve all Holders of Certificates at their addresses as shown in the Certificate Register, to the Servicer, any Subservicer and to each Rating Agency. If the Depositor fails to mail such capacity or in notice within ten (10) days after acceptance of appointment by the successor trustee, the successor trustee shall cause such jurisdictions as notice to be mailed at the Mortgagee may designateexpense of the Depositor.

Successor Trustee. The Any successor Trustee may resign by written notice addressed appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor, and to its predecessor Trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, a successor may be appointed by the Mortgagee by instrument of substitution complying without any further act, deed or conveyance, shall become fully vested with any applicable Governmental Requirements, or, in the absence of any such requirement, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as Trustee herein. The predecessor Trustee shall deliver to the successor Trustee all Mortgage Files and duties hereby conferred upon related documents and 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 named hereinhereunder), and one the Depositor and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee all such rights, powers, duties and obligations. No successor Trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) unless at the time of such acceptance such successor Trustee shall be eligible under the provisions of Section 8.06 and the appointment of such successor Trustee shall not result in a downgrading of the Credit Agreement. To facilitate the administration ratings of any of the duties Other NIM Notes or of any Class of Certificates or of the shadow ratings of the Insured NIM Notes (without giving effect to any insurance policy issued by the NIMS Insurer) by any Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor Trustee as provided in this Section, the 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 the Swap Counterparty. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Depositor. It is acknowledged and agreed that the Person serving as Trustee hereunder shall also serve as Supplemental Interest Trust Trustee and as Final Maturity Reserve Trust Trustee. If the Trustee resigns or is removed as Trustee hereunder, the Mortgagee may appoint multiple trustees Trustee shall also cease to be the Supplemental Interest Trust Trustee and as Final Maturity Reserve Trust Trustee hereunder. Any person appointed as successor trustee hereunder shall also be required to serve in such capacity or in such jurisdictions as the Mortgagee may designatesuccessor supplemental interest trust trustee and final maturity reserve trust trustee.

Successor Trustee. The Trustee may resign by written notice addressed Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor, the NIMS Insurer and to its predecessor trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the Trusteepredecessor trustee shall become effective and such successor trustee without any further act, a successor may be appointed by the Mortgagee by instrument of substitution complying deed or conveyance, shall become fully vested with any applicable Governmental Requirements, or, in the absence of any such requirement, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and duties hereby conferred upon related documents and statements, 128 as well as all moneys, held by it hereunder (other than any Mortgage Files at the Trustee named hereintime held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and one the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. No successor trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 and the appointment of such successor trustee shall not result in a downgrading of any Class of Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the Credit Agreementsuccession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. To facilitate If the administration Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the duties hereunder, the Mortgagee may appoint multiple trustees to serve in such capacity or in such jurisdictions as the Mortgagee may designateDepositor.

Successor Trustee. The Trustee may resign by written notice an instrument in writing addressed to the Mortgagee Noteholder, or Trustee may be removed at any time with or without cause by an instrument in writing duly executed on behalf of the Mortgageeby Noteholder. In case of the death, resignation resignation, removal or removal disqualification of Trustee or if for any reason Noteholder shall deem it desirable to appoint a substitute or successor Trustee to act instead of the herein named Trustee or any substitute or successor Trustee, then Noteholder shall have the right and is hereby authorized and empowered to appoint a successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental RequirementsTrustee, or, in the absence of any such requirementor a substitute Trustee, without formality other than appointment and designation in writingwriting executed by Noteholder 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 Mortgaged Property is sold hereunder. Written notice 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 and designation shall be given by of a successor or substitute Trustee provided for in the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect thereinpreceding sentence. Such appointment and designation by Noteholder or by the holder or holders of not less than a majority of the Indebtedness shall be full evidence of the right and authority to make the same and of all the facts therein recited. If Noteholder is a national banking association or corporation and such appointment is executed in its behalf by an officer of such national banking association or corporation, 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, this Mortgage all of the estate and title of Trustee in the Mortgaged Property shall vest in the named successor all the estate or substitute Trustee and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor he shall thereupon succeed to and shall hold, possess and execute all of the rights, powers, privileges, immunities and duties hereby herein conferred upon Trustee; but nevertheless, upon the written request of Noteholder or of the successor or substitute Trustee, Trustee named hereinceasing to act shall execute and deliver an instrument transferring to such successor or substitute Trustee all of the estate and title in the Mortgaged Property of Trustee so ceasing to act, together with all the rights, powers, privileges, immunities and duties herein conferred upon Trustee, and one such appointment shall duly assign, transfer and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in Section 12.18(a) deliver any of the Credit Agreementproperties and moneys held by said Trustee hereunder to said successor or substitute Trustee. To facilitate 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 administration of the duties hereunderherein named Trustee or his successor or successors, the Mortgagee may appoint multiple trustees to serve substitute or substitutes, in such capacity or in such jurisdictions as the Mortgagee may designatethis trust, shall do lawfully by virtue hereof.

Successor Trustee. The Trustee may resign by written notice addressed Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor, and to its predecessor trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the Trustee, a predecessor trustee shall become effective and such successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirements, or, in the absence of any such requirementtrustee, without formality other than appointment and designation in writing. Written notice of such appointment and designation any further act, deed or conveyance, shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of become fully vested with all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and duties hereby conferred upon related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the Trustee named hereintime held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and one the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more 143 fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. No successor trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 and the appointment of such successor trustee shall not result in a downgrading of the Credit AgreementNIM Notes or any Class of Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency. To facilitate Upon acceptance of appointment by a successor trustee as provided in this Section, the administration Depositor shall mail notice of the duties hereundersuccession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the Mortgagee may appoint multiple trustees successor trustee shall cause such notice to serve in such capacity or in such jurisdictions as be mailed at the Mortgagee may designateexpense of the Depositor.

Successor Trustee. The Trustee may resign by written notice addressed Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor, and to its predecessor trustee an instrument in writing duly executed on behalf of accepting such 148 appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the Trustee, a predecessor trustee shall become effective and such successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirements, or, in the absence of any such requirementtrustee, without formality other than appointment and designation in writing. Written notice of such appointment and designation any further act, deed or conveyance, shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of become fully vested with all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and duties hereby conferred upon related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the Trustee named hereintime held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and one the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. No successor trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 and the appointment of such successor trustee shall not result in a downgrading of the Credit AgreementNIM Notes or any Class of Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency. To facilitate Upon acceptance of appointment by a successor trustee as provided in this Section, the administration Depositor shall mail notice of the duties hereundersuccession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the Mortgagee may appoint multiple trustees successor trustee shall cause such notice to serve in such capacity or in such jurisdictions as be mailed at the Mortgagee may designateexpense of the Depositor.

Successor Trustee. The Trustee may resign by written notice addressed Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor, its predecessor trustee and the Master Servicer an instrument in writing duly executed on behalf of accepting such appointment hereunder and thereupon the Mortgagee. In case of the death, resignation or removal of the Trustee, a predecessor trustee shall become effective and such successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirements, or, in the absence of any such requirementtrustee, without formality other than appointment and designation in writing. Written notice of such appointment and designation any further act, deed or conveyance, shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of become fully vested with all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as trustee herein. In addition, if any Corridor Contract is still outstanding, the Person appointed as successor trustee shall execute, acknowledge and duties hereby conferred upon deliver to the Trustee named hereinpredecessor trustee, CHL and one such the Master Servicer an instrument accepting the appointment as successor Corridor Contract Administrator under the Corridor Contract Administration Agreement. Furthermore, if the Swap Contract is still outstanding, the Person appointed as successor trustee shall execute, acknowledge and designation deliver to the predecessor trustee, CHL and the Master Servicer an instrument accepting the appointment as successor Swap Contract Administrator under the Swap Contract Administration Agreement. No successor trustee shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid accept appointment as provided in this Section 12.18(a) 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof, is reasonably acceptable to the NIM Insurer, its appointment shall not adversely affect the then-current ratings of the Credit AgreementCertificates 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. To facilitate Upon acceptance of appointment by a successor trustee as provided in this Section 8.08, the administration Depositor shall mail notice of the duties hereunder148 succession of such trustee hereunder to the NIM Insurer and all Holders of Certificates. If the Depositor fails to mail such notice within ten days after acceptance of appointment by the successor trustee, the Mortgagee may appoint multiple trustees successor trustee shall cause such notice to serve in such capacity or in such jurisdictions as be mailed at the Mortgagee may designateexpense of the Depositor.

Successor Trustee. The Trustee may resign by written notice addressed Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor, the Certificate Insurer and to its predecessor trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the Trustee, a predecessor trustee shall become effective and such successor may be appointed by the Mortgagee by instrument of substitution complying with any applicable Governmental Requirements, or, in the absence of any such requirementtrustee, without formality other than appointment and designation in writing. Written notice of such appointment and designation any further act, deed or conveyance, shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of become fully vested with all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and duties hereby conferred upon the Trustee named hereinrelated documents and statements, as well as all moneys, held by it hereunder, and one the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. No successor trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 and the appointment of such successor trustee shall not result in a downgrading or withdrawal of the Credit Agreementrating of any Class of Class A Certificates (including any shadow rating thereof) by either Rating Agency, as evidenced by a letter from each Rating Agency. To facilitate Upon acceptance of appointment by a successor trustee as provided in this Section, the administration Depositor shall mail notice of the duties hereundersuccession of such trustee hereunder to the Certificate Insurer, the Mortgagee may appoint multiple trustees Rating Agencies and to serve all Holders of Certificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such capacity or in notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such jurisdictions notice to be mailed at the expense of the Depositor. 101 Notwithstanding anything to the contrary contained herein, so long as no Certificate Insurer Default has occurred and is continuing, the Mortgagee may designateappointment of any successor trustee pursuant to any provision of this Agreement will be subject to the prior written consent of the Certificate Insurer.

Successor Trustee. The Trustee may resign by written notice addressed Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Mortgagee or be removed at any time with or without cause by Depositor, the NIMS Insurer, the Trustee and to its predecessor trustee an instrument in writing duly executed on behalf of accepting such appointment hereunder, and thereupon the Mortgagee. In case of the death, resignation or removal of the Trusteepredecessor trustee shall become effective and such successor trustee without any further act, a successor may be appointed by the Mortgagee by instrument of substitution complying deed or conveyance, shall become fully vested with any applicable Governmental Requirements, or, in the absence of any such requirement, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in or adjacent to the Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privilegesduties and obligations of its predecessor hereunder, immunities with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and duties hereby conferred upon related 147 documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the Trustee named hereintime held by a Custodian, which Custodian shall become the agent of any successor trustee hereunder), and one the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. No successor trustee shall accept appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid as provided in this Section 12.18(a) unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 and the appointment of such successor trustee shall not result in a downgrading of any Class of Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the Credit Agreementsuccession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. To facilitate If the administration Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the duties hereunder, the Mortgagee may appoint multiple trustees to serve in such capacity or in such jurisdictions as the Mortgagee may designateDepositor.