OMNIBUS INSTRUMENT OF APPOINTMENT AND ACCEPTANCE OF

OMNIBUS INSTRUMENT OF APPOINTMENT AND ACCEPTANCE OF

U.S BANK NATIONAL ASSOCIATION AS SUCCESSOR TRUSTEE

This Instrument of Appointment and Acceptance of Successor Trustee (this

"Agreement"), dated as of December 16, 2011, is by and among U.S. BANK NATIONAL
ASSOCIATION, a national banking association ("U.S. Bank"), as successor trustee (the
"Successor Trustee") for each transaction listed in Schedule 1 (each, a "Transaction"), BANK
OF AMERICA, N.A., a national banking association, as successor by merger to LaSalle Bank
National Association, a national banking association ("Bank of America"), not in its individual
capacity, but solely as predecessor trustee (in each case, a "Predecessor Trustee") for each
Transaction, and the undersigned party having the authority to appoint the successor trustee (the
"Appointing Party") pursuant to the provisions of the applicable trust agreement (each, a "Trust
Agreement") for each Transaction.

Appointment and Acceptance. In connection with the resignation of Bank of

America as trustee (the "Trustee") under the Trust Agreement for each Transaction, the
Appointing Party hereby appoints U.S. Bank as Successor Trustee for each Transaction, and U.S.
Bank hereby acknowledges and accepts such appointment, pursuant to the provisions of the
related Trust Agreement, in each case as of as of the date this Agreement is executed by the
Appointing Party (the "Effective Date"). The parties hereto agree that upon the Effective Date,
U.S. Bank, as Successor Trustee for each Transaction, shall become fully vested with all the
rights, powers, duties and obligations of, and the Successor Trustee for each Transaction hereby
assumes all of the duties and obligations of, the Trustee under each Trust Agreement, with like
effect as if originally named Trustee therein.

In addition, in connection with the resignation of Bank of America from its duties and

obligations as securities intermediary, warrant agent, expense administrator, paying agent, unit
registrar and other similar trust administration capacities, as applicable (with respect to each
Transaction, the "Ancillary Trust Roles"), U.S. Bank is hereby appointed as successor in the
Ancillary Trust Roles for such Transaction, and U.S. Bank acknowledges and accepts such
appointment, in each case as of the Effective Date, and hereby assumes all of the duties and
obligations of the Ancillary Trust Roles for such Transaction.

Representations, Warranties and Covenants of the Successor Trustee. The

Successor Trustee hereby represents, warrants and covenants as of the date hereof and the
Effective Date as follows:

(a)

It is a national banking association duly and validly organized and existing

pursuant to the laws of the United States of America.

(b)

With respect to each Transaction, it will perform and fulfill, on and after

the date hereof, each covenant, agreement, condition, obligation and responsibility of the
Trustee and of the Ancillary Trust Roles under the provisions of the related Trust
Agreement and all other documents, agreements and instruments relating to such
Transaction (as to each Transaction, collectively, the "Transaction Documents").

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(c)

This Agreement has been duly authorized, executed and delivered on

behalf of the Successor Trustee and constitutes its legal, valid and binding obligation,
enforceable in accordance with its terms (subject to (i) applicable bankruptcy, insolvency,
receivership, reorganization, moratorium and other laws affecting the enforcement of
creditors' rights generally, and (ii) general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law).

Representations, Warranties and Covenants of the Predecessor Trustee. The

Predecessor Trustee hereby represents, warrants and covenants as of the date hereof and the
Effective Date that this Agreement has been duly authorized, executed and delivered on behalf of
the Predecessor Trustee and constitutes its legal, valid and binding obligation, enforceable in
accordance with its terms (subject to (i) applicable bankruptcy, insolvency, receivership,
reorganization, moratorium and other laws affecting the enforcement of creditors' rights
generally, and (ii) general principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law).

Assignment of Interests in Certain Transaction Documents. With respect to each

Transaction, in connection with any insurance policy, mortgage insurance policy, pool insurance
policy, bond insurance policy or any other policy in which the trust formed under the related
Trust Agreement has an interest (each, an "Insurance Agreement" and collectively, the
"Insurance Agreements"), the Predecessor Trustee assigns as of the Effective Date any and all
interest it may have therein on behalf of each such trust to the Successor Trustee. To the extent
required in any Insurance Agreement, the Successor Trustee, from and after the Effective Date,
hereby (a) agrees to be bound by the terms of such Insurance Agreement, (b) makes any
representations required therein to be made in connection with such assignment, and (c) assumes
all rights and obligations as assignee thereunder.

Notices and Deliverables. The Predecessor Trustee covenants to provide, or

cause to be provided, all requisite notices and copies of this Agreement under each Trust
Agreement (including notices and copies of this Agreement required to be provided by the
Appointing Party) related to the resignation of the Predecessor Trustee and from the Ancillary
Trust Roles and the appointment of the Successor Trustee for each Transaction to each party to
whom the related Trust Agreement requires notice regarding the resignation to be given and at
the addresses for notices set forth in such Trust Agreement. The Successor Trustee hereby
agrees to provide notice, including any notice required to be provided by the Appointing Party,
of its appointment as Successor Trustee and in the related Ancillary Trust Roles for each
Transaction to each party to whom the related Trust Agreement requires notice regarding such
appointment to be given.

Liabilities and Responsibilities. The Predecessor Trustee shall retain continued

responsibility and liability for its actions and omissions as Trustee and in any Ancillary Trust
Roles pursuant to the terms of the Transaction Documents for each Transaction prior to the
Effective Date. The Successor Trustee shall be responsible and liable for its actions and
omissions as Successor Trustee and in any Ancillary Trust Roles under the Transaction
Documents for each Transaction on or after the Effective Date and the parties hereto
acknowledge and agree that the Predecessor Trustee shall be released from any obligations or
liabilities relating to such actions or omissions arising on or after such Effective Date. Nothing

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in this Section 6 shall override any agreements or provisions set forth in the agreements between
the Successor Trustee and Predecessor Trustee in connection with the acquisition by the
Successor Trustee of the securitization trust administration business of the Predecessor Trustee,
including (without limitation) agreements with respect to reporting obligations, if any, pursuant
to Regulation AB promulgated by the U.S. Securities and Exchange Commission under the
Securities Act of 1933.

Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN

ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE
OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN
THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF
THE PARTIES HERETO AND THE RELATED SECURITY HOLDERS FOR EACH
TRANSACTION SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS
WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF (OTHER
THAN THE PROVISIONS OF SECTIONS 5-1401 AND 5-1402 OF THE GENERAL
OBLIGATIONS LAW, WHICH SHALL BE APPLICABLE HERETO).

Effect on Trust Agreement. In no event shall this Agreement be construed as a

modification, waiver or amendment of the terms of the Trust Agreement by any party thereto or
by the securityholders for each Transaction.

Corporate Trust Office. References to the address of the Trustee or to the

Corporate Trust Office (as defined in each Trust Agreement) shall be deemed to refer to the
corporate trust office of the Successor Trustee which is presently located at 000 Xxxxx XxXxxxx
Xxxxxx, XX-XX-XX0X, Xxxxxxx, XX 00000, Attention: U.S. Bank Structured Finance.

10.

Counterparts. This Agreement may be executed in any number of counterparts

each of which shall be an original, but such counterparts shall together constitute but one and the
same instrument. Delivery by a party hereto of an executed counterpart of this Agreement by
facsimile or similar electronic means shall be deemed effective as delivery of the original
executed counterpart by such party for purposes of execution hereof.