Common use of Eligibility Requirements for the Trustee Clause in Contracts

Eligibility Requirements for the Trustee. the Certificate Administrator and the Tax Administrator. The Trustee, the Certificate Administrator and the Tax Administrator hereunder each shall at all times be a corporation, bank, trust company or association that: (i) is organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia and, in the case of the Trustee, authorized under such laws to exercise trust powers; (ii) has a combined capital and surplus of at least $50,000,000; (iii) is subject to supervision or examination by federal or state authority; and (iv) is not a Prohibited Party unless (in the case of this clause (iv)) the Depositor consents to the continuation of the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, in the Depositor’s reasonable discretion. If such corporation, bank, trust company or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such corporation, bank, trust company or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In addition: (i) the Trustee shall at all times meet the requirements of Section 26(a)(1) of the Investment Company Act; and (ii) the Trustee may not have any affiliations or act in any other capacity with respect to the transactions contemplated hereby that would cause the Exemption to be unavailable with respect to any Class of Certificates as to which it would otherwise be available. Furthermore, (i) the Certificate Administrator and the Tax Administrator shall at all times maintain a long-term unsecured debt rating of at least “AA (low)” by DBRS and the Trustee shall at all times maintain a long-term unsecured debt rating of at least “A” by DBRS (provided, however, that the Trustee may maintain a long-term unsecured debt rating of at least “A (low)” by DBRS if the General Master Servicer maintains a rating of at least “A” by DBRS; and provided, further, that if any of the Certificate Administrator, the Tax Administrator, or the Trustee is not rated by DBRS, such party shall maintain an equivalent (or higher) rating by any two other NRSROs which may be KBRA and Mxxxx’x), and (ii) the Certificate Administrator, the Tax Administrator and the Trustee shall at all times maintain a long-term unsecured debt rating of at least “A2” by Mxxxx’x and, if rated by KBRA, the equivalent rating of KBRA (or, in the case of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and a short-term unsecured debt rating of at least “P-1” by Mxxxx’x and, if rated by KBRA, the equivalent rating of KBRA (or, in the case of either such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency). In case at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of this Section 8.06, the Trustee, the Certificate Administrator or the Tax Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, bank, trust company or association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Sellers, the Master Servicers, the Special Servicers and their respective Affiliates; provided that none of (i) the Depositor, (ii) any Person involved in the organization or operation of the Depositor or the Trust, (iii) a Master Servicer or Special Servicer (except during any period when the Trustee has assumed the duties of such Master Servicer or Special Servicer (as the case may be) pursuant to Section 7.02), (iv) any Mortgage Loan Seller or (v) any Affiliate of any of them, may be the Trustee hereunder.

Eligibility Requirements for the Trustee. the Certificate Administrator and the Tax Administrator. The Trustee, the Certificate Administrator and the Tax Administrator hereunder each shall at all times be a corporation, bank, trust company or association that: (i) is organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia and, in the case of the Trustee, authorized under such laws to exercise trust powers; (ii) has a combined capital and surplus of at least $50,000,000; (iii) is subject to supervision or examination by federal or state authority; and (iv) is not a Prohibited Party unless (in the case of this clause (iv)) the Depositor consents to the continuation of the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, in the Depositor’s reasonable discretion. If such corporation, bank, trust company or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such corporation, bank, trust company or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In addition: (i) the Trustee shall at all times meet the requirements of Section 26(a)(1) of the Investment Company Act; and (ii) the Trustee may not have any affiliations or act in any other capacity with respect to the transactions contemplated hereby that would cause the Exemption to be unavailable with respect to any Class of Certificates as to which it would otherwise be available. Furthermore, (i) the Certificate Administrator and the Tax Administrator shall at all times maintain a long-term unsecured debt rating of at least “AA (low)” by DBRS and the Trustee shall at all times maintain a long-term unsecured debt rating of at least “A” by DBRS and “A2” by Xxxxx’x (provided, however, that the Trustee may maintain a long-term unsecured debt rating of at least “A (low)” by DBRS and “Baa2” by Xxxxx’x and a short-term unsecured debt rating of at least of “P-2” by Xxxxx’x if the General Master Servicer maintains a rating of at least “A2” by Xxxxx’x and “A” by DBRSDBRS (provided that this proviso shall not impose on the Master Servicer any obligation or requirement to maintain such rating); and provided, further, that if any of the Certificate Administrator, the Tax Administrator, or the Trustee is not rated by DBRS, such party shall maintain an equivalent (or higher) rating by any two other NRSROs which may be KBRA Xxxxx’x and Mxxxx’xMorningstar), and (ii) the Certificate Administrator, the Tax Administrator and the Trustee shall at all times maintain a long-term unsecured debt rating of at least “A2” by Mxxxx’x and, if rated by KBRA, the equivalent rating of KBRA Xxxxx’x (or, in the case of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and a short-term unsecured debt rating of at least “P-1” by Mxxxx’x and, if rated by KBRA, the equivalent rating of KBRA Xxxxx’x (or, in the case of either such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and Morningstar and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency). In case at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of this Section 8.06, the Trustee, the Certificate Administrator or the Tax Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, bank, trust company or association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Sellers, the Master ServicersServicer, the Special Servicers Servicer and their respective Affiliates; provided that none of (i) the Depositor, (ii) any Person involved in the organization or operation of the Depositor or the Trust, (iii) a Master Servicer or Special Servicer (except during any period when the Trustee has assumed the duties of such Master Servicer or Special Servicer (as the case may be) pursuant to Section 7.02), (iv) any Mortgage Loan Seller or (v) any Affiliate of any of them, may be the Trustee hereunder.,

Eligibility Requirements for the Trustee. the Certificate Administrator Fiscal Agent and the Tax AdministratorPaying Agent. The Trustee, the Certificate Administrator and the Tax Administrator Trustee hereunder each shall at all times be (i) an institution insured by the FDIC, (ii) a corporation, bank, trust company national bank or national banking association that: (i) is organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia and, in the case of the Trustee, authorized under such laws to exercise corporate trust powers; (ii) has , having a combined capital and surplus of at least not less than $50,000,000; (iii) is 50,000,000 and subject to supervision or examination by federal or state authority; , and (iviii) an institution whose short-term debt obligations are at all times rated not less than "Prime-1" by Moody's and whose long-term senior unsecured debt is at all times rated xxx xxss than "AA-" by Fitch (or "Aa3" by Fitch if the Trustee's short-term unsecured debt is rated at least "F-1" by Fitch) and "Aa3" by Moody's, provided, that if the Fiscal Agent is rated at least "AA-" by Xxxxx (or "A+" by Fitch if the Fiscal Agent's short-term unsecured debt is rated at least "F-1" by Fitch), and "Aa3" by Moody's, then the Trustee must be rated not a Prohibited Party unless (in the case of this clause (iv)) the Depositor consents less than "A-" by Fitch and "X0" xy Moody's, or otherwise acceptable to the continuation of the Trustee, the Certificate Administrator or the Tax Administrator, Rating Agencies as the case may be, in the Depositor’s reasonable discretionevidenced by x Xxxxng Agency Confirmation. If such corporation, bank, trust company national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then then, for the purposes of this Section Section, the combined capital and surplus of such corporation, bank, trust company national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In addition: (i) the Trustee shall at all times meet the requirements of Section 26(a)(1) of the Investment Company Act; and (ii) the Trustee may not have any affiliations or act in any other capacity with respect to the transactions contemplated hereby that would cause the Exemption to be unavailable with respect to any Class of Certificates as to which it would otherwise be available. Furthermore, (i) the Certificate Administrator and the Tax Administrator shall at all times maintain a long-term unsecured debt rating of at least “AA (low)” by DBRS and the Trustee shall at all times maintain a long-term unsecured debt rating of at least “A” by DBRS (provided, however, that the Trustee may maintain a long-term unsecured debt rating of at least “A (low)” by DBRS if the General Master Servicer maintains a rating of at least “A” by DBRS; and provided, further, that if any of the Certificate Administrator, the Tax Administrator, or the Trustee is not rated by DBRS, such party shall maintain an equivalent (or higher) rating by any two other NRSROs which may be KBRA and Mxxxx’x), and (ii) the Certificate Administrator, the Tax Administrator and the Trustee shall at all times maintain a long-term unsecured debt rating of at least “A2” by Mxxxx’x and, if rated by KBRA, the equivalent rating of KBRA (or, in the case of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and a short-term unsecured debt rating of at least “P-1” by Mxxxx’x and, if rated by KBRA, the equivalent rating of KBRA (or, in the case of either such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency). In case at any time the Trustee, the Certificate Administrator or the Tax Administrator Trustee shall cease to be eligible in accordance with the provisions of this Section 8.06Section, the Trustee, the Certificate Administrator Trustee or the Tax Administrator, as applicable, Fiscal Agent shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, bank, trust company or association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Sellers, the Master Servicers, the Special Servicers and their respective Affiliates; provided that none of (i) the Depositor, (ii) any Person involved in the organization or operation of the Depositor or the Trust, (iii) a Master Servicer or Special Servicer (except during any period when the Trustee has assumed the duties of such Master Servicer or Special Servicer (as the case may be) pursuant to Section 7.02), (iv) any Mortgage Loan Seller or (v) any Affiliate of any of them, may be the Trustee hereunder7.6.

Eligibility Requirements for the Trustee. the Certificate Administrator and the Tax AdministratorTHE FISCAL AGENT AND THE PAYING AGENT. The Trustee, the Certificate Administrator and the Tax Administrator Trustee hereunder each shall at all times be (i) an institution insured by the FDIC, (ii) a corporation, bank, trust company national bank or national banking association that: (i) is organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia and, in the case of the Trustee, authorized under such laws to exercise corporate trust powers; (ii) has , having a combined capital and surplus of at least not less than $50,000,000; (iii) is 50,000,000 and subject to supervision or examination by federal or state authority; , and (iviii) an institution whose short-term debt obligations are at all times rated not less than "A-1" by S&P and "Prime-1" by Xxxxx'x and whose long-term senior unsecured debt is at all times rated not a Prohibited Party unless less than "A+" by S&P and "Aa3" by Xxxxx'x, provided, that if the Fiscal Agent is rated at least "Aa3" by Xxxxx'x and "AA-" by S&P (in or "A+" by S&P if the case of this clause (ivFiscal Agent's short-term unsecured debt is rated at least "A-1" by S&P)) , then the Depositor consents Trustee must be rated not less than "A3" by Xxxxx'x and "A-" by S&P, or otherwise acceptable to the continuation of the Trustee, the Certificate Administrator or the Tax Administrator, Rating Agencies as the case may be, in the Depositor’s reasonable discretionevidenced by a Rating Agency Confirmation. If such corporation, bank, trust company national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then then, for the purposes of this Section Section, the combined capital and surplus of such corporation, bank, trust company national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In addition: (i) the Trustee shall at all times meet the requirements of Section 26(a)(1) of the Investment Company Act; and (ii) the Trustee may not have any affiliations or act in any other capacity with respect to the transactions contemplated hereby that would cause the Exemption to be unavailable with respect to any Class of Certificates as to which it would otherwise be available. Furthermore, (i) the Certificate Administrator and the Tax Administrator shall at all times maintain a long-term unsecured debt rating of at least “AA (low)” by DBRS and the Trustee shall at all times maintain a long-term unsecured debt rating of at least “A” by DBRS (provided, however, that the Trustee may maintain a long-term unsecured debt rating of at least “A (low)” by DBRS if the General Master Servicer maintains a rating of at least “A” by DBRS; and provided, further, that if any of the Certificate Administrator, the Tax Administrator, or the Trustee is not rated by DBRS, such party shall maintain an equivalent (or higher) rating by any two other NRSROs which may be KBRA and Mxxxx’x), and (ii) the Certificate Administrator, the Tax Administrator and the Trustee shall at all times maintain a long-term unsecured debt rating of at least “A2” by Mxxxx’x and, if rated by KBRA, the equivalent rating of KBRA (or, in the case of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and a short-term unsecured debt rating of at least “P-1” by Mxxxx’x and, if rated by KBRA, the equivalent rating of KBRA (or, in the case of either such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency). In case at any time the Trustee, the Certificate Administrator or the Tax Administrator Trustee shall cease to be eligible in accordance with the provisions of this Section 8.06Section, the Trustee, the Certificate Administrator Trustee or the Tax Administrator, as applicable, Fiscal Agent shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, bank, trust company or association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Sellers, the Master Servicers, the Special Servicers and their respective Affiliates; provided that none of (i) the Depositor, (ii) any Person involved in the organization or operation of the Depositor or the Trust, (iii) a Master Servicer or Special Servicer (except during any period when the Trustee has assumed the duties of such Master Servicer or Special Servicer (as the case may be) pursuant to Section 7.02), (iv) any Mortgage Loan Seller or (v) any Affiliate of any of them, may be the Trustee hereunder7.6.

Eligibility Requirements for the Trustee. the Certificate Administrator and the Tax Administrator. The Trustee, the Certificate Administrator and the Tax Administrator hereunder each shall at all times be a corporation, bank, trust company or association that: (i) is organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia and, in the case of the Trustee, authorized under such laws to exercise trust powers; (ii) has a combined capital and surplus of at least $50,000,000; and (iii) is subject to supervision or examination by federal or state authority; and (iv) is not a Prohibited Party unless (in the case of this clause (iv)) the Depositor consents to the continuation of the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, in the Depositor’s reasonable discretion. If such corporation, bank, trust company or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such corporation, bank, trust company or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In addition: (i) the Trustee shall at all times meet the requirements of Section 26(a)(1) of the Investment Company Act; and (ii) neither the Trustee Certificate Administrator nor the Tax Administrator may not have any affiliations or act in any other capacity with respect to the transactions contemplated hereby that would cause the Underwriter Exemption to be unavailable with respect to any Class of Certificates as to which it would otherwise be available. Furthermore, (i) the Trustee, the Certificate Administrator and the Tax Administrator shall at all times maintain a long-term unsecured debt rating of at least “AA (low)” by DBRS "Aa3" from Xxxxx'x and the Trustee shall at all times maintain a longshort-term unsecured debt rating from each Rating Agency of at least “A” by DBRS (provided, however, that "P-2" in the Trustee may maintain a long-term unsecured debt rating case of at least “A (low)” by DBRS if Xxxxx'x and "F-1" in the General Master Servicer maintains a rating case of at least “A” by DBRS; and provided, further, that if any of the Certificate Administrator, the Tax Administrator, or the Trustee is not rated by DBRS, such party shall maintain an equivalent (or higher) rating by any two other NRSROs which may be KBRA and Mxxxx’x), and (ii) the Certificate Administrator, the Tax Administrator and the Trustee shall at all times maintain a long-term unsecured debt rating of at least “A2” by Mxxxx’x and, if rated by KBRA, the equivalent rating of KBRA Fitch (or, in the case of any such Rating Agency, such lower rating as is the subject will not result in an Adverse Rating Event with respect to any Class of a Rating Agency Confirmation Rated Certificates rated by such Rating Agency and, and (if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and a short-term unsecured debt rating of at least “P-1” by Mxxxx’x and, if rated by KBRAthe Marquis Apartments Loan Group, the equivalent rating of KBRA (or, in the case of either such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency). In case at any time the Trustee, the Certificate Administrator Plaza La Cienega Loan Group or the Tax Administrator shall cease Garden State Pavilion Loan Group is then serviced and administered under this Agreement) also will not result in Adverse Rating Event with respect to be eligible in accordance with the provisions of this Section 8.06, the Trustee, the Certificate Administrator or the Tax Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, bank, trust company or association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Sellers, the Master Servicers, the Special Servicers and their respective Affiliates; provided that none of (i) the Depositor, (ii) any Person involved in the organization or operation of the Depositor or the Trust, (iii) a Master Servicer or Special Servicer (except during any period when the Trustee has assumed the duties of such Master Servicer or Special Servicer (as the case may be) pursuant to Section 7.02), (iv) any Mortgage Loan Seller or (v) any Affiliate of any of them, may be the Trustee hereunder.class of

Eligibility Requirements for the Trustee. the Certificate Administrator and the Tax Administrator. The Trustee, the Certificate Administrator and the Tax Administrator Trustee hereunder each shall at all times be a corporation, bank, trust company corporation or association that: (i) is organized and doing business under the laws of any state or the United States of America or any State thereof or the District of Columbia and, in the case of the TrusteeAmerica, authorized under such laws to exercise corporate trust powers; (ii) has powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $50,000,000; 50,000,000 and a rating on its unsecured long-term debt of at least “[___]” by [_____] (iiior “[___]” by [_____] if the Trustee has a short-term debt rating of at least “[___]” from [_____]) is and “[___]” by [_____] (or “[___]” by [_____= if the Trustee has a short-term debt rating of at least “[___]” from [_____]) (or such other rating with respect to which the Rating Agencies have provided a No Downgrade Confirmation) and subject to supervision or examination by federal or state authority; authority and (iv) is shall not a Prohibited Party unless (in the case of this clause (iv)) the Depositor consents to the continuation be an Affiliate of the Trustee, Master Servicer (except during any period when the Certificate Administrator or Trustee has assumed the Tax Administrator, as duties of the case may be, in the Depositor’s reasonable discretionMaster Servicer pursuant to Section 7.02). If such corporation, bank, trust company a corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such corporation, bank, trust company or association corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In addition: the event that the place of business from which the Trustee administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of the Trust REMIC (iother than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee shall at all times meet elect either to (i) resign immediately in the requirements of manner and with the effect specified in Section 26(a)(1) of the Investment Company Act; and 8.07, (ii) pay such tax from its own funds and continue as Trustee or (iii) administer the Trustee may Trust Fund from a state and local jurisdiction that does not have any affiliations or act in any other capacity with respect to the transactions contemplated hereby that would cause the Exemption to be unavailable with respect to any Class of Certificates as to which it would otherwise be available. Furthermore, (i) the Certificate Administrator and the Tax Administrator shall at all times maintain impose such a long-term unsecured debt rating of at least “AA (low)” by DBRS and the Trustee shall at all times maintain a long-term unsecured debt rating of at least “A” by DBRS (provided, however, that the Trustee may maintain a long-term unsecured debt rating of at least “A (low)” by DBRS if the General Master Servicer maintains a rating of at least “A” by DBRS; and provided, further, that if any of the Certificate Administrator, the Tax Administrator, or the Trustee is not rated by DBRS, such party shall maintain an equivalent (or higher) rating by any two other NRSROs which may be KBRA and Mxxxx’x), and (ii) the Certificate Administrator, the Tax Administrator and the Trustee shall at all times maintain a long-term unsecured debt rating of at least “A2” by Mxxxx’x and, if rated by KBRA, the equivalent rating of KBRA (or, in the case of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and a short-term unsecured debt rating of at least “P-1” by Mxxxx’x and, if rated by KBRA, the equivalent rating of KBRA (or, in the case of either such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency)tax. In case at any time the Trustee, the Certificate Administrator or the Tax Administrator Trustee shall cease to be eligible in accordance with the provisions of this Section 8.06Section, the Trustee, the Certificate Administrator or the Tax Administrator, as applicable, Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, bank, trust company or association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Sellers, the Master Servicers, the Special Servicers and their respective Affiliates; provided that none of (i) the Depositor, (ii) any Person involved in the organization or operation of the Depositor or the Trust, (iii) a Master Servicer or Special Servicer (except during any period when the Trustee has assumed the duties of such Master Servicer or Special Servicer (as the case may be) pursuant to Section 7.02), (iv) any Mortgage Loan Seller or (v) any Affiliate of any of them, may be the Trustee hereunder.