Common use of Eligibility Requirements for Trustee and Certificate Administrator Clause in Contracts

Eligibility Requirements for Trustee and Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times be, and shall resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and in the case of the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation, (iii) an institution whose long-term senior unsecured debt is rated at least “A2” by Xxxxx’x and “A” by Fitch; provided that the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as long as (a) it maintains a long-term unsecured debt rating of no less than “Baa2” by Xxxxx’x and “A-” by Fitch, (b) its short-term debt obligations have a short-term rating of not less than “P-2” from Xxxxx’x and “F1” by Fitch (or such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency) and (c) the Master Servicer maintains a rating of at least “A2” by Xxxxx’x and “A+” by Fitch, or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation; and (iv) an entity that is not a Prohibited Party. If such corporation, 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 for the purposes of this Section 8.06 the combined capital and surplus of such corporation, 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 the event the place of business from which the Certificate Administrator administers the Trust REMICs or in which the Trustee’s office is located is in a state or local jurisdiction that imposes a tax on the Trust on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the Trust REMICs from a state and local jurisdiction that does not impose such a tax.

Eligibility Requirements for Trustee and Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times be, and shall will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and in the case of the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation, (iii) an institution whose long-term senior unsecured debt is rated at least “A2” by Xxxxx’x and Xxxxx’x, “A-” by Fitch and, if rated by KBRA, “A” by FitchKBRA; provided that the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as long as (a) it maintains a long-term unsecured debt rating of no less than “Baa2” by Xxxxx’x and “A-” by Fitch, (b) its short-term debt obligations have a short-term rating of not less than “P-2” from Xxxxx’x and “F1” by Fitch (or such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency) and (c) the Master Servicer maintains a rating of at least “A2” by Xxxxx’x and “A+” by Fitch; provided that nothing in this clause (c) shall impose on the Master Servicer any obligation to maintain such rating; provided, further, that if any such institution is not rated by KBRA, such institution maintains an equivalent (or higher) rating by any two other NRSROs (which may include Xxxxx’x and/or Fitch) or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation; Confirmation and (iv) an entity that is not a Prohibited Party. If such corporation, 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 for the purposes of this Section 8.06 the combined capital and surplus of such corporation, 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 the event the place of business from which the Certificate Administrator administers the Trust REMICs or in which the Trustee’s office is located is in a state or local jurisdiction that imposes a tax on the Trust on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the Trust REMICs from a state and local jurisdiction that does not impose such a tax.

Eligibility Requirements for Trustee and Certificate Administrator. Each of the The Trustee and the Certificate Administrator hereunder shall at all times be, and shall will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and in the case of the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation, Corporation and (iii) an institution whose long-term senior unsecured debt is rated at least “A2Aa3” by Xxxxx’x Mxxxx’x and “A” AA-“ by Fitch; provided that the Trustee will and the Certificate Administrator shall not become ineligible cease to be eligible to serve as such based on a failure to satisfy such rating requirements as so long as (a) it maintains a long-term unsecured debt rating of no less than “Baa2A2” by Xxxxx’x from Mxxxx’x and “A-A+” by Fitch, (b) from Fitch and its short-term debt obligations have a short-term rating of not less than “P-2P-1” from Xxxxx’x Mxxxx’x and “F1” by Fitch (or such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency) and (c) the Master Servicer maintains a rating of at least “A2” by Xxxxx’x and “A+” by from Fitch, or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation; and (iv) an entity that is not a Prohibited Party. If such corporation, 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 for the purposes of this Section 8.06 the combined capital and surplus of such corporation, 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 the event the place of business from which the Certificate Administrator administers the Trust REMICs Upper-Tier REMIC and the Lower-Tier REMIC or in which the Trustee’s office is located is in a state or local jurisdiction that imposes a tax on the Trust Fund on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the Trust REMICs Upper-Tier REMIC and the Lower-Tier REMIC from a state and local jurisdiction that does not impose such a tax.

Eligibility Requirements for Trustee and Certificate Administrator. Each of the The Trustee and the Certificate Administrator hereunder shall at all times be, and shall will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and in the case of the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation, Corporation and (iii) with respect to the Trustee only, an institution whose long-term senior unsecured debt is rated at least “A2Aa3” by Xxxxx’x and “AAA-” by FitchS&P; provided that the Trustee will shall not become ineligible cease to be eligible to serve as such based on a failure to satisfy such rating requirements as so long as (a) it the Trustee maintains a long-term unsecured debt rating of no less than “Baa2A2” by from Xxxxx’x and “A-A+” by Fitch, (b) its from S&P and the short-term debt obligations of the Trustee have a short-term rating of not less than “P-2P-1” from Xxxxx’x and “F1A-1” by Fitch (or such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency) and (c) the Master Servicer maintains a rating of at least “A2” by Xxxxx’x and “A+” by Fitch, or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation; and (iv) an entity that is not a Prohibited Party. from S&P. If such corporation, 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 for the purposes of this Section 8.06 the combined capital and surplus of such corporation, 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 the event the place of business from which the Certificate Administrator administers the Trust REMICs Upper-Tier REMIC and the Lower-Tier REMIC or in which the Trustee’s office is located is in a state or local jurisdiction that imposes a tax on the Trust Fund on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the Trust REMICs Upper-Tier REMIC and the Lower-Tier REMIC from a state and local jurisdiction that does not impose such a tax.

Eligibility Requirements for Trustee and Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times be, and shall will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and in the case of the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation, (iii) an institution whose long-term senior unsecured debt is at all times rated at least “A-” by Fitch, “A(low)” by DBRS and “A2” by Xxxxx’x and “A” by Fitch; provided Mxxxx’x (provided, that the Trustee will not become ineligible to serve based on may maintain a failure to satisfy such long-term unsecured debt rating requirements as of at least “BBB” by DBRS and “Baa2” by Mxxxx’x for so long as (a) it maintains a short-term unsecured debt rating of at least “R-1L” by DBRS and “P-1” by Mxxxx’x and the Master Servicer maintains a long-term unsecured debt rating of no less than at least “Baa2A” by Xxxxx’x DBRS and “A-” by Fitch, (b) its short-term debt obligations have a short-term rating of not less than “P-2” from Xxxxx’x and “F1” by Fitch (or such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency) and (c) the Master Servicer maintains a rating of at least “A2” by Xxxxx’x Mxxxx’x; and “A+” provided, further, that if any such institution is not rated by FitchDBRS, it shall maintain an equivalent (or higher) rating by any two other NRSROs (which may include Fitch and Mxxxx’x), or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation; ) and (iv) an entity that is not a Prohibited Party. If such corporation, 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 for the purposes of this Section 8.06 the combined capital and surplus of such corporation, 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 the event the place of business from which the Certificate Administrator administers the Trust REMICs or in which the Trustee’s office is located is in a state or local jurisdiction that imposes a tax on the Trust Fund on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the Trust REMICs from a state and local jurisdiction that does not impose such a tax.

Eligibility Requirements for Trustee and Certificate Administrator. Each of the The Trustee and the Certificate Administrator hereunder shall at all times be, and shall will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and in the case of the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation, (iii) an institution whose long-term senior unsecured debt is at all times rated at least “A2” by Xxxxx’x and “A” by Fitch; provided DBRS (provided, that the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as long as (a) it maintains a long-term unsecured debt rating of no less than “A(low)” by DBRS if the Master Servicer maintains a rating of at least “A” by DBRS; and provided, further, that if the Trustee and the Certificate Administrator, as applicable, is not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may also be Xxxxx’x and Morningstar)) and “A2” by Xxxxx’x (provided, that the Trustee maintains a long-term unsecured debt rating of at least “Baa2” by Xxxxx’x and “A-” by Fitch, (b) its short-term debt obligations have a short-term rating of not less than “P-2” from Xxxxx’x and “F1” by Fitch (or such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency) and (c) if the Master Servicer maintains a rating of at least “A2” by Xxxxx’x and “A+” Xxxxx’x) and, if rated by FitchMorningstar, or such other the equivalent rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation; by Morningstar and (iv) an entity that is not a Prohibited Party. If such corporation, 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 for the purposes of this Section 8.06 the combined capital and surplus of such corporation, 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 the event the place of business from which the Certificate Administrator administers the Trust REMICs or in which the Trustee’s office is located is in a state or local jurisdiction that imposes a tax on the Trust Fund on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the Trust REMICs from a state and local jurisdiction that does not impose such a tax.

Eligibility Requirements for Trustee and Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times be, and shall will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and in the case of the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation, (iii) an institution whose long-term senior unsecured debt is rated at least “A2” by Xxxxx’x and “A” by Fitch; provided that the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as long as (a) it maintains a long-term unsecured debt rating of no less than “Baa2” by Xxxxx’x and “A-” by Fitch, (b) Fitch and its short-term debt obligations have a short-term rating of not less than “P-2” from Xxxxx’x and “F1A-1” by from Fitch (or such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency) and (c) the Master Servicer maintains a rating of at least “A2” by Xxxxx’x and “A+” by Fitch, or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation; ) and (iv) an entity that is not a Prohibited Party. If such corporation, 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 for the purposes of this Section 8.06 the combined capital and surplus of such corporation, 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 the event the place of business from which the Certificate Administrator administers the Trust REMICs or in which the Trustee’s office is located is in a state or local jurisdiction that imposes a tax on the Trust Fund on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the Trust REMICs from a state and local jurisdiction that does not impose such a tax.

Eligibility Requirements for Trustee and Certificate Administrator. Each of the The Trustee and the Certificate Administrator hereunder shall at all times be, and shall will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and in the case of the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation, Corporation and (iii) with respect to the Trustee only, an institution whose long-term senior unsecured debt is rated at least “A2Aa3” by Xxxxx’x Mxxxx’x and “AAA(low)” by FitchDBRS; provided that the Trustee will shall not become ineligible cease to be eligible to serve as such based on a failure to satisfy such rating requirements as so long as (a) it the Trustee maintains a long-term unsecured debt rating of no less than “Baa2A2” from Mxxxx’x and “A(high)” by Xxxxx’x DBRS and “A-” by Fitch, (b) its the short-term debt obligations of the Trustee have a short-term rating of not less than “P-2P-1” from Xxxxx’x Mxxxx’x and “F1R-1(middle)” by Fitch (or such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency) and (c) the Master Servicer maintains a rating of at least “A2” by Xxxxx’x and “A+” by Fitch, or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation; and (iv) an entity that is not a Prohibited PartyDBRS. If such corporation, 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 for the purposes of this Section 8.06 the combined capital and surplus of such corporation, 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 the event the place of business from which the Certificate Administrator administers the Trust REMICs Upper-Tier REMIC and the Lower-Tier REMIC or in which the Trustee’s office is located is in a state or local jurisdiction that imposes a tax on the Trust Fund on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the Trust REMICs Upper-Tier REMIC and the Lower-Tier REMIC from a state and local jurisdiction that does not impose such a tax.

Eligibility Requirements for Trustee and Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times be, and shall will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and in the case of the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation, Corporation and (iii) an institution whose long-term senior unsecured debt is at all times rated at least “A2A-” by Xxxxx’x and Fitch, “A” by FitchDBRS and “A2” by Mxxxx’x; provided provided, that the Trustee will not become ineligible to serve based on may maintain a failure to satisfy such long-term unsecured debt rating requirements as of at least “A(low)” by DBRS and “Baa2” by Mxxxx’x for so long as (a) it maintains a short-term unsecured debt rating of at least “R-1L” by DBRS and “P-1” by Mxxxx’x and the Master Servicer maintains a long-term unsecured debt rating of no less than at least “Baa2A” by Xxxxx’x DBRS and “A-” by Fitch, (b) its short-term debt obligations have a short-term rating of not less than “P-2” from Xxxxx’x and “F1” by Fitch (or such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency) and (c) the Master Servicer maintains a rating of at least “A2” by Xxxxx’x Mxxxx’x; and “A+” provided, further, that if any such institution is not rated by FitchDBRS, it shall maintain an equivalent (or higher) rating by any two other NRSROs (which may include Fitch and Mxxxx’x), or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation; and (iv) an entity that is not a Prohibited Party. If such corporation, 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 for the purposes of this Section 8.06 the combined capital and surplus of such corporation, 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 the event the place of business from which the Certificate Administrator administers the Trust REMICs Upper-Tier REMIC and the Lower-Tier REMIC or in which the Trustee’s office is located is in a state or local jurisdiction that imposes a tax on the Trust Fund on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the Trust REMICs Upper-Tier REMIC and the Lower-Tier REMIC from a state and local jurisdiction that does not impose such a tax.

Eligibility Requirements for Trustee and Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times be, and shall will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and in the case of the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation, (iii) an institution whose long-term senior unsecured debt is rated at least “A2” by Xxxxx’x Mxxxx’x and “A” by Fitch; provided that the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as long as (a) it maintains a long-term unsecured debt rating of no less than “Baa2” by Xxxxx’x Mxxxx’x and “A-” by Fitch, (b) Fitch and its short-term debt obligations have a short-term rating of not less than “P-2” from Xxxxx’x Mxxxx’x and “F1A-1” by from Fitch (or such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency) and (c) the Master Servicer maintains a rating of at least “A2” by Xxxxx’x Mxxxx’x and “A+” by Fitch, or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation; ) and (iv) an entity that is not a Prohibited Party. If such corporation, 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 for the purposes of this Section 8.06 the combined capital and surplus of such corporation, 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 the event the place of business from which the Certificate Administrator administers the Trust REMICs or in which the Trustee’s office is located is in a state or local jurisdiction that imposes a tax on the Trust Fund on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the Trust REMICs from a state and local jurisdiction that does not impose such a tax.

Eligibility Requirements for Trustee and Certificate Administrator. Each of the The Trustee and the Certificate Administrator hereunder shall at all times be, and shall will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and in the case of the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation, Corporation and (iii) with respect to the Trustee only, an institution whose long-term senior unsecured debt is rated at least “A2” AA-“ by Xxxxx’x Fitch, “AA(low) by DBRS and “A” AA-“ by FitchS&P; provided that the Trustee will shall not become ineligible cease to be eligible to serve as such based on a failure to satisfy such rating requirements as so long as (a) it the Trustee maintains a long-term unsecured debt rating of no less than “Baa2A+” from Fitch, A(high) by Xxxxx’x DBRS, and “A-A+” by Fitch, (b) its from S&P and the short-term debt obligations of the Trustee have a short-term rating of not less than “P-2A-1” from Xxxxx’x S&P and “F1R–1(middle)” by Fitch (or such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency) and (c) the Master Servicer maintains a rating of at least “A2” by Xxxxx’x and “A+” by Fitch, or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation; and (iv) an entity that is not a Prohibited PartyDBRS. If such corporation, 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 for the purposes of this Section 8.06 the combined capital and surplus of such corporation, 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 the event the place of business from which the Certificate Administrator administers the Trust REMICs Upper-Tier REMIC and the Lower-Tier REMIC or in which the Trustee’s office is located is in a state or local jurisdiction that imposes a tax on the Trust Fund on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the Trust REMICs Upper-Tier REMIC and the Lower-Tier REMIC from a state and local jurisdiction that does not impose such a tax.

Eligibility Requirements for Trustee and Certificate Administrator. Each of the The Trustee and the Certificate Administrator hereunder shall at all times be, and shall will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and in the case of the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation, Corporation and (iii) with respect to the Trustee only, an institution whose long-term senior unsecured debt is rated at least “A2Aa3” by Xxxxx’x and Moxxx’x xnd “A” AA-“ by FitchS&P; provided that the Trustee will shall not become ineligible cease to be eligible to serve as such based on a failure to satisfy such rating requirements as so long as (a) it the Trustee maintains a long-term unsecured debt rating of no less than “Baa2A2” by Xxxxx’x from Moxxx’x xnd “A+” from S&P and “A-” by Fitch, (b) its the short-term debt obligations of the Trustee have a short-term rating of not less than “P-2P-1” from Xxxxx’x and Moxxx’x xnd “F1A-1” by Fitch (or such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency) and (c) the Master Servicer maintains a rating of at least “A2” by Xxxxx’x and “A+” by Fitch, or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation; and (iv) an entity that is not a Prohibited Party. from S&P. If such corporation, 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 for the purposes of this Section 8.06 the combined capital and surplus of such corporation, 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 the event the place of business from which the Certificate Administrator administers the Trust REMICs Upper-Tier REMIC and the Lower-Tier REMIC or in which the Trustee’s office is located is in a state or local jurisdiction that imposes a tax on the Trust Fund on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the Trust REMICs Upper-Tier REMIC and the Lower-Tier REMIC from a state and local jurisdiction that does not impose such a tax.

Eligibility Requirements for Trustee and Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times be, and shall resign if it fails to be, (i) be a corporation, national bank, national banking association or a trust company, an association or a corporation organized and doing business under the laws of any state or the United States of AmericaAmerica or any State thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreementpowers, having a combined capital and surplus of at least $100,000,000 (or, in the case of the Certificate Administrator, $50,000,000) and subject to supervision or examination by a federal or state authority and in the case of the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation, (iii) an institution whose long-term senior unsecured debt is rated at least “A2” by Xxxxx’x and “A” by Fitch; provided that the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as long as (a) it maintains a long-term unsecured debt rating of no less than “Baa2” by Xxxxx’x and “A-” by Fitch, (b) its short-term debt obligations have a short-term rating of not less than “P-2” from Xxxxx’x and “F1” by Fitch (or such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency) and (c) the Master Servicer maintains a rating of at least “A2” by Xxxxx’x and “A+” by Fitch, or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation; and (iv) an entity that is not a Prohibited Partybanking authority. If such corporationbank, national bank trust company, association or national banking association corporation 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 8.06 section the combined capital and surplus of such corporationbank, national bank trust company, association or national banking association corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Trustee shall also be an entity with (a) a long-term unsecured debt rating of at least "AA-" from Fitch and S&P and "Aa3" from Moody's, (b) a long-term unsecured debt rating of at least "A-" frox Xxxxx and S&P and "A3" from Moody's, if a Fiscal Agent meeting the requirements of Section 8.17(x) xx then currently acting in such capacity, or (c) in the case of any Rating Agency, such other rating(s) therefrom as shall not result in the qualification, downgrading or withdrawal of the rating or ratings assigned to one or more Classes of the Certificates by any Rating Agency as confirmed in writing. The Certificate Administrator shall also be an entity with a long-term unsecured debt rating of at least "A-" from Fitch and S&P and "A3" from Moody's. In addition, the event Trustee shall at all times satisfy the place rexxxxxxxnts of business from which Section 26(a)(1) of the Investment Company Act of 1940, as amended. In case at any time the Trustee or the Certificate Administrator administers shall cease to be eligible in accordance with the Trust REMICs or in which the Trustee’s office is located is in a state or local jurisdiction that imposes a tax on the Trust on the net income provisions of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions)this section, the Certificate Administrator Trustee or the TrusteeCertificate Administrator, as applicable the case may be, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07; provided that, (ii) pay such tax if the Trustee shall cease to be so eligible because its combined capital and surplus is no longer at least $100,000,000 or its long-term unsecured debt rating no expense longer conforms to the requirements of the immediately preceding sentence, and if the Trustee proposes to the other parties hereto to enter into an agreement with (and reasonably acceptable to) each of them, and if in light of such agreement the Trustee's continuing to act in such capacity would not (as evidenced in writing by each Rating Agency) cause any Rating Agency to qualify, downgrade or withdraw any rating assigned thereby to any Class of Certificates, then upon the execution and delivery of such agreement the Trustee shall not be required to resign, and may continue in such capacity, for so long as none of the ratings assigned by the Rating Agencies to the Certificates is qualified, downgraded or withdrawn thereby. The bank, trust company, corporation or association serving as Trustee may have normal banking and trust relationships with the Depositor, a Master Servicer, the Special Servicer and their respective Affiliates but, except to the extent permitted or required by Section 7.02, shall not be an "Affiliate" (as such term is defined in Section III of PTE 2000-58) of a Master Servicer, the Special Servicer, any Sub-Servicer, any Outside Servicer, the Underwriters, the Depositor, the Certificate Administrator or any obligor with respect to Trust or (iii) administer Mortgage Loans constituting more than 5.0% of the aggregate unamortized principal balance of the Trust REMICs from a state and local jurisdiction that does not impose Mortgage Loans as of the date of the initial issuances of the Certificates or any "Affiliate" (as such a taxterm is defined in Section III of PTE 2000-58) of any such Person.

Eligibility Requirements for Trustee and Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times be, and shall resign if it fails to be, (i) be a corporation, national bank, national banking association or a trust company, an association or a corporation organized and doing business under the laws of any state or the United States of AmericaAmerica or any State thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreementpowers, having a combined capital and surplus of at least $100,000,000 (or, in the case of the Certificate Administrator, $50,000,000) and subject to supervision or examination by a federal or state authority and in the case of the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation, (iii) an institution whose long-term senior unsecured debt is rated at least “A2” by Xxxxx’x and “A” by Fitch; provided that the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as long as (a) it maintains a long-term unsecured debt rating of no less than “Baa2” by Xxxxx’x and “A-” by Fitch, (b) its short-term debt obligations have a short-term rating of not less than “P-2” from Xxxxx’x and “F1” by Fitch (or such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency) and (c) the Master Servicer maintains a rating of at least “A2” by Xxxxx’x and “A+” by Fitch, or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation; and (iv) an entity that is not a Prohibited Partybanking authority. If such corporationbank, national bank trust company, association or national banking association corporation 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 8.06 section the combined capital and surplus of such corporationbank, national bank trust company, association or national banking association corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Trustee shall also be an entity with (a) a long-term unsecured debt rating of at least "AA-" from Fitch and S&P and "Aa3" from Xxxxx'x, (b) a long-term unsecured debt rating of at least "A-" from Fitch and S&P and "A3" from Xxxxx'x, if a Fiscal Agent meeting the requirements of Section 8.17(a) is then currently acting in such capacity, or (c) in the case of any Rating Agency, such other rating(s) therefrom as shall not result in an Adverse Rating Event with respect to any Class of Certificates as confirmed in writing by such Rating Agency. The Certificate Administrator shall also be an entity with a long-term unsecured debt rating of at least "A-" from Fitch and S&P and "A3" from Xxxxx'x. In addition, the event Trustee shall at all times satisfy the place requirements of business from which Section 26(a)(1) of the Investment Company Act of 1940, as amended. In case at any time the Trustee or the Certificate Administrator administers shall cease to be eligible in accordance with the Trust REMICs or in which the Trustee’s office is located is in a state or local jurisdiction that imposes a tax on the Trust on the net income provisions of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions)this section, the Certificate Administrator Trustee or the TrusteeCertificate Administrator, as applicable the case may be, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07; provided that, (ii) pay such tax if the Trustee shall cease to be so eligible because its combined capital and surplus is no longer at least $100,000,000 or its long-term unsecured debt rating no expense longer conforms to the requirements of the immediately preceding sentence, and if the Trustee proposes to the other parties hereto to enter into an agreement with (and reasonably acceptable to) each of them, and if in light of such agreement the Trustee's continuing to act in such capacity would not (as evidenced in writing by each Rating Agency) cause any Rating Agency to qualify, downgrade or withdraw any rating assigned thereby to any Class of Certificates, then upon the execution and delivery of such agreement the Trustee shall not be required to resign, and may continue in such capacity, for so long as none of the ratings assigned by the Rating Agencies to the Certificates is qualified, downgraded or withdrawn thereby. The bank, trust company, corporation or association serving as Trustee may have normal banking and trust relationships with the Depositor, a Master Servicer, the Special Servicer and their respective Affiliates but, except to the extent permitted or required by Section 7.02, shall not be an "Affiliate" (as such term is defined in Section III of PTE 2000-58) of a Master Servicer, the Special Servicer, any Sub-Servicer, any Outside Servicer, the Underwriters, the Depositor, the Certificate Administrator or any obligor with respect to Trust or (iii) administer Mortgage Loans constituting more than 5.0% of the aggregate unamortized principal balance of the Trust REMICs from a state and local jurisdiction that does not impose Mortgage Loans as of the date of the initial issuances of the Certificates or any "Affiliate" (as such a taxterm is defined in Section III of PTE 2000-58) of any such Person.