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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