Common use of Eligibility Requirements for Trustee Clause in Contracts

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a trust company, a bank or a banking association: (i) organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia; (ii) authorized under such laws to exercise trust powers; (iii) having a combined capital and surplus of at least $[50,000,000.00] (iv) subject to supervision or examination by federal or state authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporation, trust company, bank or 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, trust company, bank or banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. No Person shall become a successor trustee hereunder if the succession of such Person would result in a qualification, downgrading or withdrawal of any of the ratings then assigned by the Rating Agencies to the Certificates. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, trust company, bank or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator and their respective Affiliates.

Eligibility Requirements for Trustee. (a) The Trustee hereunder shall at all times be a corporationbank, a trust company, a bank banking association or a banking association: (i) corporation organized and doing business under the laws of the United States of America or any State state thereof or the District of Columbia; (ii) , authorized under such laws to exercise trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 50,000,000 and subject to supervision or examination by federal or state banking authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporationbank, trust company, bank banking association or 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, then for the purposes of this Section 8.06, section the combined capital and surplus of such corporationbank, trust company, bank banking association or 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. No Person The Trustee shall become at all times maintain a successor trustee hereunder long-term unsecured debt rating of at least (i) "AA-" from S&P (or "A+" from S&P, if the succession Trustee's short-term unsecured debt rating is at least "A-1" by S&P) and "AA-" from Fitch or, if a Fiscal Agent meeting the requirements of Section 8.17(a) is then currently acting in such Person would capacity, "A-" from S&P and "A-" from Fitch, or (ii) in the case of either Rating Agency, such other rating as shall not result in a qualificationan Adverse Rating Event with respect to any Class of Certificates, downgrading or withdrawal as confirmed in writing by such Rating Agency. The Trustee shall at all times satisfy the requirements of any Section 26(a)(1) of the ratings then assigned by Investment Company Act of 1940, as amended. The Trustee's acting in such capacity shall not adversely affect the Rating Agencies application of the Prohibited Transaction Exemption to the Investment Grade Certificates. In case If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Sectionsection, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07; provided that the Trustee shall not be required to resign due to the existence of an affiliation described in the last sentence of this Section 8.06 until such time as it has actual knowledge or receives written notice of the existence of such affiliation; and provided, further, that if the Trustee shall cease to be so eligible because its combined capital and surplus is no longer at least $50,000,000 or its long-term unsecured debt rating no 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 an Adverse Rating Event with respect 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 adversely affected thereby. The corporationbank, trust company, bank banking corporation or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan SellerMaster Servicer, the Special Servicer and their respective Affiliates. Notwithstanding the foregoing, except to the extent permitted or required by Section 7.02, the Trustee shall not be an "affiliate" (as such term is defined in Section III of PTE 2000-58) of the Master Servicer, the Special Servicer, any Sub-Servicer, any Outside Servicer, the REMIC Administrator and their respective AffiliatesDepositor, or any obligor with respect to Trust Mortgage Loans constituting more than 5% of the aggregate unamortized principal balance of the Mortgage Pool as of the Closing Date or any "affiliate" (as such term is defined in Section III of PTE 2000-58) of any such Person.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a trust company, a bank corporation or a banking association: (i) association 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; (ii) America, authorized under such laws to exercise corporate trust powers; (iii) powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $[50,000,000.00] _________ and a rating on its unsecured long-term debt of at least "BBB" (ivor "AA" at any time when there is no Fiscal Agent appointed and acting hereunder or any such Fiscal Agent so appointed has a rating on its long-term unsecured debt that is lower than "AA" (without regard to any plus or minus), unless each of the Rating Agencies has confirmed in writing the appointment of such Fiscal Agent shall not result, in and of itself, in a downgrading, withdrawal or qualification of the ratings then assigned by such Rating Agency to any Class of the Certificates) from each Rating Agency, unless each of the Rating Agencies has confirmed in writing that a lower rating shall not result, in and of itself, in a downgrading, withdrawal or qualification of the rating then assigned by such Rating Agency to any Class of the Certificates and subject to supervision or examination by federal or state authority; authority and shall not be an Affiliate of the Servicer or the Special Servicer (v) whose long-term senior unsecured debt (except during any period when the Trustee has assumed the duties of the Servicer or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would notSpecial Servicer, as confirmed in writing by such Rating Agencyapplicable, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency pursuant to the CertificatesSection 7.2). If such corporation, trust company, bank a corporation or 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 8.06, the combined capital and surplus of such corporation, trust company, bank or 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. No Person In 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 a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee shall become elect, at its sole discretion, either to (i) resign immediately in the manner and with the effect specified in Section 8.7, (ii) pay such tax and continue as Trustee or (iii) administer the Trust Fund from a successor trustee hereunder if the succession of state and local jurisdiction that does not impose such Person would result in a qualification, downgrading or withdrawal of any of the ratings then assigned by the Rating Agencies to the Certificatestax. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, trust company, bank or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator and their respective Affiliates8.7.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a trust company, a bank corporation or a banking association: (i) association 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; (ii) America, authorized under such laws to exercise corporate trust powers; (iii) powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $[50,000,000.00] 50,000,000 and a rating on its unsecured long-term debt of at least "BBB" by Fitch and S&P (ivor at any time when there is no Fiscal Agent appointed and acting hereunder or any such Fiscal Agent so appointed has a rating on its long-term unsecured debt that is lower than "AA" by Fitch and S&P the rating on the unsecured long term debt of the Trustee must be at least "AA" by Fitch and S&P or meet different standards provided that each Rating Agency shall have confirmed in writing that such different standards would not, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates) and subject to supervision or examination by federal or state authorityauthority and shall not be an Affiliate of the Master Servicer (except during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02); and (v) whose provided that, notwithstanding that the long-term senior unsecured debt (or that of its fiscal agent) is LaSalle National Bank and ABN AMRO Bank N.V. are not rated by Fitch, LaSalle National Bank shall not less than "_____" fail to qualify as Trustee solely by ______ virtue of the lack of such ratings until such time as Fitch shall notify the Trustee, the Master Servicer and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed Special Servicer in writing that LaSalle National Bank is no longer exempt from the foregoing rating requirements imposed by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates)this sentence. If such corporation, trust company, bank a corporation or 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 8.06, the combined capital and surplus of such corporation, trust company, bank or 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. No Person In 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 a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee shall become elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax from its own funds and continue as Trustee or (iii) administer the Trust Fund from a successor trustee hereunder if the succession of state and local jurisdiction that does not impose such Person would result in a qualification, downgrading or withdrawal of any of the ratings then assigned by the Rating Agencies to the Certificatestax. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, trust company, bank or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator and their respective Affiliates.

Eligibility Requirements for Trustee. (a) The Trustee hereunder shall at all times be a corporationbank, a trust company, a bank an association or a banking association: (i) corporation organized and doing business under the laws of the United States of America or any State state thereof or the District of Columbia; (ii) , authorized under such laws to exercise trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 50,000,000 and subject to supervision or examination by federal or state banking authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporationbank, trust company, bank association or 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, then for the purposes of this Section 8.06, section the combined capital and surplus of such corporationbank, trust company, bank association or 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. No Person The Trustee shall become at all times maintain a successor trustee hereunder long-term unsecured debt rating of at least (i) "AA-" from S&P (or "A+" from S&P, if the succession Trustee's short-term unsecured debt rating is at least "A-1" by S&P) and "AA-" from Fitch or, if a Fiscal Agent meeting the requirements of Section 8.17(a) is then currently acting in such Person would capacity, "A-" from S&P and "A-" from Fitch, or (ii) in the case of either Rating Agency, such other rating as shall not result in a qualificationan Adverse Rating Event with respect to any Class of Certificates, downgrading or withdrawal as confirmed in writing by such Rating Agency. The Trustee shall at all times satisfy the requirements of any Section 26(a)(1) of the ratings then assigned by Investment Company Act of 1940, as amended. The Trustee's acting in such capacity shall not adversely affect the Rating Agencies application of the Prohibited Transaction Exemption to the Investment Grade Certificates. In case If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Sectionsection, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07; provided that the Trustee shall not be required to resign due to the existence of an affiliation described in the last sentence of this Section 8.06 until such time as it has actual knowledge or receives written notice of the existence of such affiliation; and provided, further, that if the Trustee shall cease to be so eligible because its combined capital and surplus is no longer at least $50,000,000 or its long-term unsecured debt rating no 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 an Adverse Rating Event with respect 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 adversely affected thereby. The corporationbank, trust company, bank corporation or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan SellerMaster Servicer, the Special Servicer and their respective Affiliates. Notwithstanding the foregoing, except to the extent permitted or required by Section 7.02, the Trustee shall not be an "affiliate" (as such term is defined in Section III of PTE 2000-58) of the Master Servicer, the Special Servicer, any Sub-Servicer, any Outside Servicer, the REMIC Administrator and their respective AffiliatesDepositor, or any obligor with respect to Trust Mortgage Loans constituting more than 5% of the aggregate unamortized principal balance of the Mortgage Pool as of the Closing Date or any "affiliate" (as such term is defined in Section III of PTE 2000-58) of any such Person.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a trust company, a bank an association or a banking association: (i) corporation organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia; (ii) , authorized under such laws to exercise trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 100,000,000 and subject to supervision or examination by federal or state banking authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporation, trust company, bank association or 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, then for the purposes of this Section 8.06, the combined capital and surplus of such corporation, trust company, bank association or 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. No Person The Trustee shall become at all times maintain a successor trustee hereunder if the succession long-term unsecured debt rating of at least "AA" by each Rating Agency or such Person would other rating that shall not result in a the qualification, downgrading or withdrawal of any the rating or ratings assigned to one or more Classes of the ratings then assigned Certificates by the any Rating Agencies to the CertificatesAgency. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07; provided that 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 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 adversely affected thereby. The corporation, trust company, bank corporation or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator Servicer and their respective Affiliates.

Eligibility Requirements for Trustee. The Trustee hereunder There shall at all times be a corporationTrustee hereunder which shall be qualified to maintain an Eligible Account and shall be either (a) Bank One, National Association ("Bank One") or any other Person into which Bank One is merged or consolidated or to which substantially all of the properties and assets of Bank One are transferred as an entirety, provided that such other Person has accepted -------- appointment as Trustee under this Agreement in accordance with this Article IX, and further provided that such entity is not an Affiliate of the Contract Seller ------- -------- or the Swap Counterparty, is authorized to exercise corporate trust powers under the laws of the United States of America, any State thereof or the District of Columbia and has all necessary trust powers to perform its obligations hereunder, or (b) a trust company, a bank corporation or a banking association: (i) association organized and doing business under the laws of the United States of America or America, any State thereof or the District of Columbia; (ii) , authorized under such laws to exercise corporate trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 50,000,000, and subject to supervision or examination by federal Federal or state State authority, and which is not an Affiliate of the Contract Seller or the Swap Counterparty; and further ------- provided that either (vi) whose such entity has long-term senior unsecured debt rated at least Aa2 by -------- Xxxxx'x, A+ by S&P or the equivalent by any nationally recognized statistical rating organization, or (or ii) each Rating Agency provides a letter to the effect that of its fiscal agent) is rated such appointment will not less than "_____" by ______ and "_____" by _____ (or, in affect the case of [each] Rating Agency, such lower then current ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporation, trust company, bank the corporation or banking association referred to in clause (b) of the previous sentence publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid said supervising or examining authority, then, then for the purposes of this Section 8.069.06, the combined capital and surplus of such corporation, trust company, bank corporation or banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. No Person In addition, the Trustee shall become a successor trustee hereunder if the succession of such Person would result maintain an office in a qualification, downgrading or withdrawal of any of the ratings then assigned by the Rating Agencies to the CertificatesNew York. In case If at any time the Trustee shall cease to be eligible in accordance with the provisions of this SectionSection 9.06, the Trustee it shall resign immediately in the manner and with the effect hereinafter specified in Section 8.07. The corporation, trust company, bank or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator and their respective Affiliatesthis Article IX.

Eligibility Requirements for Trustee. (a) The Trustee hereunder shall at all times be a corporationbank, a trust company, a bank an association or a banking association: (i) corporation organized and doing business under the laws of the United States of America or any State state thereof or the District of Columbia; (ii) , authorized under such laws to exercise trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 50,000,000 and subject to supervision or examination by federal or state banking authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporationbank, trust company, bank association or 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, then for the purposes of this Section 8.06, section the combined capital and surplus of such corporationbank, trust company, bank association or 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. No Person The Trustee shall become at all times maintain a successor trustee hereunder long-term unsecured debt rating of at least (a) "AA-" from S&P (or "A+" from S&P, if the succession Trustee's short-term unsecured debt rating is at least "A-1" by S&P) and "AA-" from Fitch, or (b) in the case of either Rating Agency, either (i) "A-" from S&P and "A-" from Fitch, if a Fiscal Agent meeting the requirements of Section 8.17(a) is then currently acting in such Person would capacity, or (ii) such other rating as shall not result in a qualificationan Adverse Rating Event with respect to any Class of Certificates, downgrading or withdrawal as confirmed in writing by such Rating Agency. The Trustee shall at all times satisfy the requirements of any Section 26(a)(1) of the ratings then assigned by Investment Company Act of 1940, as amended. The Trustee's acting in such capacity shall not adversely affect the Rating Agencies application of the Prohibited Transaction Exemption to the Investment Grade Certificates. In case If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Sectionsection, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07; provided that the Trustee shall not be required to resign due to the existence of an affiliation described in the last sentence of this Section 8.06 until such time as it has actual knowledge or receives written notice of the existence of such affiliation; and provided, further, that if the Trustee shall cease to be so eligible because its combined capital and surplus is no longer at least $50,000,000 or its long-term unsecured debt rating no 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 an Adverse Rating Event with respect 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 adversely affected thereby. The corporationbank, trust company, bank corporation or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan SellerMaster Servicer, the Special Servicer and their respective Affiliates. Notwithstanding the foregoing, except to the extent permitted or required by Section 7.02, the Trustee shall not be an "affiliate" (as such term is defined in Section III of PTE 2000-58) of the Master Servicer, the Special Servicer, any Sub-Servicer, any Outside Servicer, the REMIC Administrator and their respective AffiliatesDepositor, or any obligor with respect to Trust Mortgage Loans constituting more than 5% of the aggregate unamortized principal balance of the Mortgage Pool as of the Closing Date or any "affiliate" (as such term is defined in Section III of PTE 2000-58) of any such Person.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, a bank or a banking association: (i) 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; (ii) America, authorized under such laws to exercise corporate trust powers; (iii) powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $[50,000,000.00] (iv) 100,000,000 and subject to supervision or examination by federal or state authority; authority and 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 and (viii) an institution whose long-term senior unsecured debt is rated "AA-" by S&P and "Aa3" by Moody's, (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings other rating as would not, as confirmed evidenced in writing by xxxx Xating Agency, result in the qualification, downgrading or withdrawal of any of the ratings then assigned thereby to the Certificates or any class of Companion Loan Securities); provided that the Trustee shall not cease to be eligible to serve as such based on a failure to satisfy such rating requirements so long as the Trustee maintains a long-term unsecured debt rating of no less than "A+" from S&P and "Baa2" from Moody's and a short-term unsecured debt rating of at least "A-1" by S&P (xx xxch rating as would not, as evidenced in writing by such Rating Agency, result in a qualification, downgrade downgrading or withdrawal of any of the then-current ratings assigned by such Rating Agency to the CertificatesCertificates or any class of Companion Loan Securities). If such corporation, 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 8.06, the combined capital and surplus of such corporation, 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. No Person shall become a successor trustee hereunder if In the succession event the place of such Person would result business from which the Trustee administers the Upper-Tier REMIC and the Lower-Tier REMIC or in which the Trustee's office is located is in a qualification, downgrading state or withdrawal local jurisdiction that imposes a tax on the Trust Fund on the net income of any of a REMIC (other than a tax corresponding to a tax imposed under the ratings then assigned by the Rating Agencies to the Certificates. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this SectionREMIC Provisions), the Trustee shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07. The corporation, trust company, bank (ii) pay such tax at no expense to the Trust or banking association serving as Trustee may have normal banking (iii) administer the Upper-Tier REMIC and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the Lower-Tier REMIC Administrator from a state and their respective Affiliateslocal jurisdiction that does not impose such a tax.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, a bank or a banking association: (i) 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; (ii) America, authorized under such laws to exercise corporate trust powers; (iii) powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $[50,000,000.00] (iv) 100,000,000 and subject to supervision or examination by federal or state authority; authority and shall not be an Affiliate of any Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, any 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 and (viii) an institution whose long-term senior unsecured debt is rated at least "A+" by S&P, "Aa3" by Moody's or "AA-" by Fitch (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings entity as would not, as confirmed evidenced in writing xxxxxxg by such Rating Agency, result in a the qualification, downgrade downgrading or withdrawal of any of the then-current ratings then assigned by such Rating Agency thereby to the Certificates). Notwithstanding the foregoing, if the Trustee meets the provisions of (i) and (ii) above, but does not meet the provisions of (iii) above, the Trustee shall be deemed to meet the provisions of (iii) if it appoints a fiscal agent as a back-up liquidity provider, provided that such fiscal agent shall have a long-term senior unsecured debt rating of at least "AA-" by S&P, "Aa3" by Moody's or "AA-" by Fitch. If such corporation, trust company, bank or national bxxx xx 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 8.06, the combined capital and surplus of such corporation, 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. No Person shall become a successor trustee hereunder if In the succession event the place of such Person would result business from which the Trustee administers the Upper-Tier REMIC and the Lower-Tier REMIC or in which the Trustee's office is located is in a qualification, downgrading state or withdrawal local jurisdiction that imposes a tax on the Trust Fund on the net income of any of a REMIC (other than a tax corresponding to a tax imposed under the ratings then assigned by the Rating Agencies to the Certificates. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this SectionREMIC Provisions), the Trustee shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07. The corporation, trust company, bank (ii) pay such tax at no expense to the Trust or banking association serving as Trustee may have normal banking (iii) administer the Upper-Tier REMIC and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the Lower-Tier REMIC Administrator from a state and their respective Affiliateslocal jurisdiction that does not impose such a tax.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a trust company, a bank or a banking association: (i) organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia; (ii) authorized under such laws to exercise trust powers; (iii) having a combined capital and surplus of at least $[50,000,000.00] 50,000,000; (iv) subject to supervision or examination by federal or state authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____AA-" by ______ Fitch (and if the Trustee is rated "AA-" by Fitch, a short-term rating of at least "F-1+" in the case of Fitch) and "_____AA-" by _____ S&P or, if a Fiscal Agent meeting the requirements of Section 8.14 is then currently acting in such capacity, not less than "A-" by Fitch and "A-" by S&P (or, in the case of [each] either Rating Agency, such lower ratings other rating as would not, each such Rating Agency shall permit so long as confirmed it is accompanied by a statement in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of that any of the then-current ratings assigned by such Rating Agency to the Certificatesrespective Classes of the Certificates would not be downgraded, qualified (if applicable) or withdrawn as a result of such rating). If such corporation, trust company, bank or 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, trust company, bank or banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. No Person shall become a successor trustee hereunder if the succession of such Person would result in a qualificationdowngrade, downgrading qualification (if applicable) or withdrawal of any of the ratings then assigned by the Rating Agencies to the Certificates. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, trust company, bank or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator and their respective Affiliates.

Eligibility Requirements for Trustee. (a) The Trustee hereunder shall at all times be a corporationbank, a trust company, a bank banking association or a banking association: (i) corporation organized and doing business under the laws of the United States of America or any State state thereof or the District of Columbia; (ii) , authorized under such laws to exercise trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 50,000,000 and subject to supervision or examination by federal or state banking authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporationbank, trust company, bank banking association or 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, then for the purposes of this Section 8.06, section the combined capital and surplus of such corporationbank, trust company, bank banking association or 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. No Person The Trustee shall become at all times maintain a successor trustee hereunder long-term unsecured debt rating of at least (i) "AA-" from S&P (or "A+" from S&P, if the succession Trustee's short-term unsecured debt rating is at least "A-1" by S&P) and "Aa3" from Xxxxx'x or, if a Fiscal Agent meeting the requirements of Section 8.17(a) is then currently acting in such Person would capacity, "A-" from S&P and "A3" from Xxxxx'x, or (ii) in the case of either Rating Agency, such other rating as shall not result in a qualificationan Adverse Rating Event with respect to any Class of Certificates, downgrading or withdrawal as confirmed in writing by such Rating Agency. The Trustee shall at all times satisfy the requirements of any Section 26(a)(1) of the ratings then assigned by Investment Company Act of 1940, as amended. The Trustee's acting in such capacity shall not adversely affect the Rating Agencies application of the Prohibited Transaction Exemption to the Investment Grade Certificates. In case If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Sectionsection, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07; provided that the Trustee shall not be required to resign due to the existence of an affiliation described in the last sentence of this Section 8.06 until such time as it has actual knowledge or receives written notice of the existence of such affiliation; and provided, further, that if the Trustee shall cease to be so eligible because its combined capital and surplus is no longer at least $50,000,000 or its long-term unsecured debt rating no 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 an Adverse Rating Event with respect 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 adversely affected thereby. The corporationbank, trust company, bank banking corporation or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan SellerMaster Servicer, the Special Servicer and their respective Affiliates. Notwithstanding the foregoing, except to the extent permitted or required by Section 7.02, the Trustee shall not be an "affiliate" (as such term is defined in Section III of PTE 2000-58) of the Master Servicer, the Special Servicer, any Sub-Servicer, any Outside Servicer, the REMIC Administrator and their respective AffiliatesDepositor, or any obligor with respect to Trust Mortgage Loans constituting more than 5% of the aggregate unamortized principal balance of the Mortgage Pool as of the Closing Date or any "affiliate" (as such term is defined in Section III of PTE 2000-58) of any such Person.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a trust company, a bank an association or a banking association: (i) corporation organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia; (ii) , authorized under such laws to exercise trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 100,000,000 and subject to supervision or examination by federal or state banking authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporation, trust company, bank association or 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, then for the purposes of this Section 8.06, the combined capital and surplus of such corporation, trust company, bank association or 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. No Person The Trustee shall become also be an entity with a successor trustee hereunder if the succession credit rating of at least "AA" by each Rating Agency other than Xxxxx'x and "Aa3" by Xxxxx'x or such Person would other rating that shall not result in a the qualification, downgrading or withdrawal of any the rating or ratings assigned to one or more Classes of the ratings then assigned Certificates by the any Rating Agencies to the CertificatesAgency. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07; provided, that 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 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 adversely affected thereby. The corporation, trust company, bank corporation or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator Servicer and their respective Affiliates.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a trust company, a bank or a banking association: (i) organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia; (ii) authorized under such laws to exercise trust powers; (iii) having a combined capital and surplus of at least $[50,000,000.00] 50,000,000; (iv) subject to supervision or examination by federal or state authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____Aa3" by ______ Moody's and "_____A+" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). S&P. If such corporation, trust company, bank or banking xx xxxxing 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, trust company, bank or banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. No Person shall become a successor trustee hereunder if the succession of such Person would result in a qualificationdowngrade, downgrading qualification (if applicable) or withdrawal of any of the ratings then assigned by the Rating Agencies to the Certificates. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. Notwithstanding the foregoing, if the Trustee meets the provisions of clauses (i) through (iv) above, but does not meet the provisions of clause (v) above, the Trustee shall be deemed to meet the provisions of such clause (v) if it appoints a fiscal agent as a back-up liquidity provider; provided that such fiscal agent shall have a long-term senior unsecured debt rating of at least "AA-" by S&P and "Aa3" by Moody's. The corporation, trust company, bank or banking association serving associatixx xxxxing as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator and their respective Affiliates.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a trust company, a bank an association or a banking association: (i) corporation organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia; (ii) , authorized under such laws to exercise trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 100,000,000 and subject to supervision or examination by federal or state banking authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporation, trust company, bank association or 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, then for the purposes of this Section 8.06, the combined capital and surplus of such corporation, trust company, bank association or 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. No Person The Trustee shall become also be an entity with a successor trustee hereunder if the succession credit rating of at least "AA" by each Rating Agency other than Moody's and "Aa3" by Moody's or such Person would other rating that shall not result in a the qualification, downgrading or withdrawal of any the rating or ratings assigned to one or more Classes of the ratings then assigned Certificates by the any Rating Agencies to the CertificatesAgency. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07; provided, that 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 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 adversely affected thereby. The corporation, trust company, bank corporation or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator Servicer and their respective Affiliates.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporationbank, a trust company, a bank an association or a banking association: (i) corporation organized and doing business under the laws of the United States of America or any State state thereof or the District of Columbia; (ii) , authorized under such laws to exercise trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 50,000,000 and subject to supervision or examination by federal or state banking authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporationbank, trust company, bank association or 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, then for the purposes of this Section 8.06, the combined capital and surplus of such corporationbank, trust company, bank association or 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. No Person The Trustee shall become at all times maintain a successor trustee hereunder long-term unsecured debt rating of at least "Aa3" by Moody's and "AA-" by S&P (or "A+" by S&P if the succession short-term unsecured dexx xxxxng of the Trustee is rated at least "A-1" by S&P) (or, if a Fiscal Agent meeting the requirements of Section 8.17(a) is then currently acting in such Person would capacity, of at least "A3" by Moody's and "A-" by each of S&P) (or, in the case of either Rating Agenxx, xxxh other rating as shall not result in a qualificationan Adverse Rating Event, downgrading or withdrawal of any as confirmed in writing by such Rating Agency). The Trustee's acting in such capacity shall not adversely affect the application of the ratings then assigned by the Rating Agencies Prohibited Transaction Exemption to the Investment Grade Certificates. In case If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Sectionsection, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07; provided that if the Trustee shall cease to be so eligible because its combined capital and surplus is no longer at least $50,000,000 or its long-term unsecured debt rating no 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 an Adverse Rating Event, 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 adversely affected thereby. The corporationbank, trust company, bank corporation or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator Servicer and their respective Affiliates.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a trust company, a bank or a banking association: (i) organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia; (ii) authorized under such laws to exercise trust powers; (iii) having a combined capital and surplus of at least $[50,000,000.00] 50,000,000; (iv) subject to supervision or examination by federal or state authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "“[_]” by [_] and “[_]” by [__" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates)]. If such corporation, trust company, bank or 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, trust company, bank or banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. No Person shall become a successor trustee hereunder if the succession of such Person would result in a qualificationdowngrade, downgrading qualification (if applicable) or withdrawal of any of the ratings then assigned by the Rating Agencies to the Certificates. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. Notwithstanding the foregoing, if the Trustee meets the provisions of clauses (i) through (iv) above, but does not meet the provisions of clause (v) above, the Trustee shall be deemed to meet the provisions of such clause (v) if it appoints a fiscal agent as a back-up liquidity provider; provided that such fiscal agent shall have a long-term senior unsecured debt rating of at least “[_]” by [_] and “[_]” by [_]. The corporation, trust company, bank or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator and their respective Affiliates.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a trust company, a bank an association or a banking association: (i) corporation organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia; (ii) , authorized under such laws to exercise trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 100,000,000 and subject to supervision or examination by a federal or state banking authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporation, trust company, bank association or 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, then for the purposes of this Section 8.06, the combined capital and surplus of such corporation, trust company, bank association or 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. No Person The Trustee shall become also be an entity with a successor trustee hereunder if the succession long term unsecured debt rating of at least (a) ”A+” by Fitch, “Aa3” by Xxxxx’x and “A+” by S&P and a short term unsecured debt rating of at least “F1” by Fitch and “A-1” by S&P or (b) such Person would other rating that shall not result in a the qualification, downgrading or withdrawal of any the rating or ratings assigned to one or more Classes of the ratings then assigned Certificates by the any Rating Agencies to the CertificatesAgency as confirmed in writing. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee Trustee, shall resign immediately in the manner and with the effect specified in Section 8.07; provided that 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 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 corporationbank, trust company, bank corporation or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan SellerMaster 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 the Master Servicer, the Special Servicer, any Sub-Servicer, the REMIC Administrator and their respective AffiliatesUnderwriters, the Depositor, or any obligor with respect to Mortgage Loans constituting more than 5.0% of the aggregate authorized principal balance of the Mortgage Loans as of the date of the initial issuances of the Certificates or any “Affiliate” (as such term is defined in Section III of PTE 2000-58) of any such Person.

Eligibility Requirements for Trustee. (a) The Trustee hereunder shall at all times be a corporationbank, a trust company, a bank an association or a banking association: (i) corporation organized and doing business under the laws of the United States of America or any State state thereof or the District of Columbia; (ii) , authorized under such laws to exercise trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 50,000,000 and subject to supervision or examination by federal or state banking authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporationbank, trust company, bank association or 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, then for the purposes of this Section 8.06, section the combined capital and surplus of such corporationbank, trust company, bank association or 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. No Person The Trustee shall become at all times maintain a successor trustee hereunder long-term unsecured debt rating of at least (a) "AA-" from S&P (or "A+" from S&P, if the succession Trustee's short-term unsecured debt rating is at least "A-1" by S&P) and "Aa3" from Moody's, or (b) in the case of either Rating Agency, (i) "A-" from S&P and "A3" from Moody's, if a Fiscal Agent meeting the requirements of Section 8.17(a) is then currently acting in such Person would capacity, or (ii) such other rating as shall not result in a qualificationan Adverse Rating Event with respect to any Class of Certificates, downgrading or withdrawal as confirmed in writing by such Rating Agency. The Trustee shall at all times satisfy the requirements of any Section 26(a)(1) of the ratings then assigned by Investment Company Act of 1940, as amended. The Trustee's acting in such capacity shall not adversely affect the Rating Agencies application of the Prohibited Transaction Exemption to the Investment Grade Certificates. In case If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Sectionsection, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07; provided that the Trustee shall not be required to resign due to the existence of an affiliation described in the last sentence of this Section 8.06 until such time as it has actual knowledge or receives written notice of the existence of such affiliation; and provided, further, that if the Trustee shall cease to be so eligible because its combined capital and surplus is no longer at least $50,000,000 or its long-term unsecured debt rating no 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 an Adverse Rating Event with respect 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 adversely affected thereby. The corporationbank, trust company, bank corporation or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan SellerMaster Servicer, the Special Servicer and their respective Affiliates. Notwithstanding the foregoing, except to the extent permitted or required by Section 7.02, the Trustee shall not be an "affiliate" (as such term is defined in Section III of PTE 2000-58) of the Master Servicer, the Special Servicer, any Sub-Servicer, any Outside Servicer, the REMIC Administrator and their respective AffiliatesDepositor, or any obligor with respect to Trust Mortgage Loans constituting more than 5% of the aggregate unamortized principal balance of the Mortgage Pool as of the Closing Date or any "affiliate" (as such term is defined in Section III of PTE 2000-58) of any such Person.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, a bank or a banking association: (i) 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; (ii) America, authorized under such laws to exercise corporate trust powers; (iii) powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $[50,000,000.00] (iv) 100,000,000 and subject to supervision or examination by federal or state authority; authority and shall not be an Affiliate of any Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, any 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 and (viii) with respect to the Trustee only, an institution whose long-term senior unsecured debt is rated "AA-" by S&P and Fitch and "Aa3" by Moody's, (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings other rating as would not, as confirmed evidenced in writing by xxxx Xxting Agency, result in the qualification, downgrading or withdrawal of any of the ratings then assigned thereby to the Certificates or any class of Companion Loan Securities); provided that the Trustee shall not cease to be eligible to serve as such based on a failure to satisfy such rating requirements so long as the Trustee maintains a long-term unsecured debt rating of no less than "A+" from each of S&P and Fitch and "Baa2" from Moody's and a short-term unsecured debt rating of at least "A-1" by S&P (xx xxxh rating as would not, as evidenced in writing by such Rating Agency, result in a qualification, downgrade downgrading or withdrawal of any of the then-current ratings assigned by such Rating Agency to the CertificatesCertificates or any class of Companion Loan Securities). If such corporation, 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 8.06, the combined capital and surplus of such corporation, 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. No Person shall become a successor trustee hereunder if In the succession event the place of such Person would result business from which the Paying Agent administers the Upper-Tier REMIC, the Middle-Tier REMIC and the Lower-Tier REMIC or in which the Trustee's office is located is in a qualification, downgrading state or withdrawal local jurisdiction that imposes a tax on the Trust Fund on the net income of any of a REMIC (other than a tax corresponding to a tax imposed under the ratings then assigned by the Rating Agencies to the Certificates. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this SectionREMIC Provisions), the Trustee Paying Agent or the Trustee, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07. The corporation, trust company, bank (ii) pay such tax at no expense to the Trust or banking association serving as Trustee may have normal banking and trust relationships with (iii) administer the DepositorUpper-Tier REMIC, the Mortgage Loan Seller, Middle-Tier REMIC and the Master Servicer, the Special Servicer, the Lower-Tier REMIC Administrator from a state and their respective Affiliateslocal jurisdiction that does not impose such a tax.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a trust company, a bank or a banking association: (i) organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia; (ii) authorized under such laws to exercise trust powers; (iii) having a combined capital and surplus of at least $[50,000,000.00] 50,000,000; (iv) subject to supervision or examination by federal or state authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____Aa3" by ______ Xxxxx'x and "_____AA-" by _____ S&P (or, in the case of [each] each Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal withdrawal, as applicable, of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporation, trust company, bank or 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, trust company, bank or banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. No Person shall become a successor trustee hereunder if the succession of such Person would result in a qualification, downgrading or withdrawal of any of the ratings then assigned by the Rating Agencies to the Certificates. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect 197 specified in Section 8.07. The corporation, trust company, bank or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan SellerSellers, the Master Servicer, the Special Servicer, the REMIC Administrator Administrator, the Certificate Insurer and their respective Affiliates.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a trust company, a bank or a banking association: (i) organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia; (ii) authorized under such laws to exercise trust powers; (iii) having a combined capital and surplus of at least $[50,000,000.00] 50,000,000; (iv) subject to supervision or examination by federal or state authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____AA" by ______ Fitch, and "_____AA-" by _____ S&P (or, in the case of [each] each Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualificationdowngrade, downgrade qualification (if applicable) or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporation, trust company, bank or 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, trust company, bank or banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. No Person shall become a successor trustee hereunder if the succession of such Person would result in a qualificationdowngrade, downgrading qualification (if applicable) or withdrawal of any of the ratings then assigned by the Rating Agencies to the Certificates. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, trust company, bank or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator and their respective Affiliates.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be an association, a corporationbank, a trust company, a bank company or a banking association: (i) corporation organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia; (ii) , authorized under such laws to exercise trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 100,000,000 and subject to supervision or examination by a federal or state banking authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporationassociation, bank, trust company, bank company or 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, then for the purposes of this Section 8.06, the combined capital and surplus of such corporationassociation, bank, trust company, bank company or 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. No Person The Trustee shall become also be an entity with a successor trustee hereunder if the succession long term unsecured debt rating of at least "A+" and a short term unsecured debt rating of at least "A-1" from S&P and a long term unsecured debt rating of at least "Aa3" from Xxxxx'x or an entity that has a fiscal agent with such Person would ratings, or such other rating that shall not result in a qualification, downgrading or withdrawal of any of the ratings then assigned by the an Adverse Rating Agencies to the CertificatesEvent as confirmed in writing. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07; provided that 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 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) result in an Adverse Rating Event, 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 no Adverse Rating Event occurs as a result of the Trustee's continuing in such capacity. The corporationbank, trust company, bank corporation or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan SellerMaster Servicers, 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 either Master Servicer, the Special Servicer, any sub-servicer, the REMIC Administrator and their respective AffiliatesDepositor, or any obligor with respect to Trust Mortgage Loans constituting more than 5.0% of the aggregate authorized principal balance of the Trust Mortgage Loans as of the date of the initial issuances of the Certificates or any "Affiliate" (as such term is defined in Section III of PTE 2000-58) of any such person.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a trust company, a bank or a banking association: (i) organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia; (ii) authorized under such laws to exercise trust powers; (iii) having a combined capital and surplus of at least $[50,000,000.00] 50,000,000; (iv) subject to supervision or examination by federal or state authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____AA" by ______ S&P and "_____AA" by _____ Fitch (or, in the case of [each] each Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporation, trust company, bank or 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, trust company, bank or banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. No Person shall become a successor trustee hereunder if the succession of such Person would result in a qualification, downgrading or withdrawal of any of the ratings then assigned by the Rating Agencies to the Certificates. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, trust company, bank or banking association serving as Trustee may have normal banking and trust relationships with the DepositorSponsor, the Mortgage Loan Seller, the Additional Warranting Parties, the Master Servicer, the Special Servicer, the REMIC Administrator and their respective Affiliates.

Eligibility Requirements for Trustee. The Trustee hereunder There shall at all times be a corporationTrustee hereunder which shall be qualified to maintain an Eligible Account and shall be either (a) The First National Bank of Chicago ("First National") or any other Person into which First National is merged or consolidated or to which substantially all of the properties and assets of First National are transferred as an entirety, provided that such other Person has accepted appointment as -------- Trustee under this Agreement in accordance with this Article IX, and further ------- provided that such entity is not an Affiliate of the Contract Seller, is -------- authorized to exercise corporate trust powers under the laws of the United States of America, any State thereof or the District of Columbia and has all necessary trust powers to perform its obligations hereunder, or (b) a trust company, a bank corporation or a banking association: (i) association organized and doing business under the laws of the United States of America or America, any State thereof or the District of Columbia; (ii) , authorized under such laws to exercise corporate trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 50,000,000, and subject to supervision or examination by federal Federal or state State authority, and which is not an Affiliate of the Contract Seller; and further provided that either (vi) whose such entity has long-term senior unsecured debt ------- -------- rated at least A3 by Xxxxx'x, BBB by S&P or the equivalent by any nationally recognized statistical rating organization, or (or ii) each Rating Agency provides a letter to the effect that of its fiscal agent) is rated such appointment will not less than "_____" by ______ and "_____" by _____ (or, in affect the case of [each] Rating Agency, such lower then current ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporation, trust company, bank the corporation or banking association referred to in clause (b) of the previous sentence publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid said supervising or examining authority, then, then for the purposes of this Section 8.069.06, the combined capital and surplus of such corporation, trust company, bank corporation or banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. No Person In addition, the Trustee shall become a successor trustee hereunder if the succession of such Person would result maintain an office in a qualification, downgrading or withdrawal of any of the ratings then assigned by the Rating Agencies to the CertificatesNew York. In case If at any time the Trustee shall cease to be eligible in accordance with the provisions of this SectionSection 9.06, the Trustee it shall resign immediately in the manner and with the effect hereinafter specified in Section 8.07. The corporation, trust company, bank or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator and their respective Affiliatesthis Article IX.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a trust company, a bank an association or a banking association: (i) corporation organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia; (ii) , authorized under such laws to exercise trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 100,000,000 and subject to supervision or examination by a federal or state banking authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporation, trust company, bank association or 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, then for the purposes of this Section 8.06, the combined capital and surplus of such corporation, trust company, bank association or 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. No Person The Trustee shall become also be an entity with a successor trustee hereunder if the succession long term unsecured debt rating of at least (a) "A+" by S&P, "Aa3" by Moody's and "A+" by Fitch and a short term unsecured debt rating of at xxxxx "A-1" by S&P and "F1" by Fitch or (b) such Person would other rating that shall not result in a the qualification, downgrading or withdrawal of any the rating or ratings assigned to one or more Classes of the ratings then assigned Certificates by the any Rating Agencies to the CertificatesAgency as confirmed in writing. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee Trustee, shall resign immediately in the manner and with the effect specified in Section 8.07; provided that 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 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 corporationbank, trust company, bank corporation or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan SellerMaster 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 the Master Servicer, the Special Servicer, any Sub-Servicer, the REMIC Administrator and their respective AffiliatesUnderwriters, the Depositor, or any obligor with respect to Mortgage Loans constituting more than 5.0% of the aggregate authorized principal balance of the Mortgage Loans as of the date of the initial issuances of the Certificates or any "Affiliate" (as such term is defined in Section III of PTE 2000-58) of any such Person.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a trust company, a bank an association or a banking association: (i) corporation organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia; (ii) , authorized under such laws to exercise trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 100,000,000 and subject to supervision or examination by a federal or state banking authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporation, trust company, bank association or 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, then for the purposes of this Section 8.06, the combined capital and surplus of such corporation, trust company, bank association or 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. No Person The Trustee shall become also be an entity with a successor trustee hereunder if the succession long term unsecured debt rating of at least (a) ”Aa3” by Mxxxx’x and “A+” by S&P and a short term unsecured debt rating of at least “A-1” by S&P or (b) such Person would other rating that shall not result in a the qualification, downgrading or withdrawal of any the rating or ratings assigned to one or more Classes of the ratings then assigned Certificates or any class of Companion Loan Securities by the any Rating Agencies to the CertificatesAgency as confirmed in writing. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee Trustee, shall resign immediately in the manner and with the effect specified in Section 8.07; provided that 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 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 corporationbank, trust company, bank corporation or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan SellerMaster 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 the Master Servicer, the Special Servicer, any Sub-Servicer, the REMIC Administrator and their respective AffiliatesUnderwriters, the Depositor, or any obligor with respect to Mortgage Loans constituting more than 5.0% of the aggregate authorized principal balance of the Mortgage Loans as of the date of the initial issuances of the Certificates or any “Affiliate” (as such term is defined in Section III of PTE 2000-58) of any such Person.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a trust company, a bank an association or a banking association: (i) corporation organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia; (ii) , authorized under such laws to exercise trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 100,000,000 and subject to supervision or examination by federal or state authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporation, trust company, bank association or 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, then for the purposes of this Section 8.06, the combined capital and surplus of such corporation, trust company, bank association or 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. No Person The long-term unsecured debt obligations of the Trustee shall become a successor trustee hereunder at all times be rated not less than "AA" by Standard & Poor's and "AA" by FITCH IBCA (or, if the succession of such Person not rated by FITCH IBCA, otherwise acceptable to FITCH IBCA as would not result in a qualification, downgrading downgrade or withdrawal of the rating assigned by FITCH IBCA to any Class of Certificates) or such other rating as shall not result in the qualification, downgrade or withdrawal of any of the ratings then assigned by the Rating Agencies to the respective Classes of Certificates, as confirmed in writing by each Rating Agency. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07; provided that 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 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 or the Trustee appoints a fiscal agent, and if in light of such agreement or such appointment, 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 or the effectiveness of such appointment, 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 adversely affected thereby. The corporation, trust company, bank corporation or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator Servicer and their respective Affiliates.. 141

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a trust company, a bank or a banking association: (i) organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia; (ii) authorized under such laws to exercise trust powers; (iii) having a combined capital and surplus of at least $[50,000,000.00] 50,000,000; (iv) subject to supervision or examination by federal or state authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____Aa3" by ______ Moody's, and "_____AA" by _____ S&P (or, in the case of [each] each Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualificationdowngrade, downgrade qualification (if applicable) or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporation, trust company, bank or 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, trust company, bank or banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. No Person shall become a successor trustee hereunder if the succession of such Person would result in a qualificationdowngrade, downgrading qualification (if applicable) or withdrawal of any of the ratings then assigned by the Rating Agencies to the Certificates. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, trust company, bank or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator and their respective Affiliates.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a trust company, a bank corporation or a banking association: (i) association 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; (ii) America, authorized under such laws to exercise corporate trust powers; (iii) powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $50,000,000 and a rating on its unsecured long-term debt of at least "BBB" [50,000,000.00(or "AA" at any time when there is no Fiscal Agent appointed and acting hereunder or any such Fiscal Agent so appointed has a rating on its long-term unsecured debt that is lower than "AA" (without regard to any plus or minus), unless 135 each of the Rating Agencies has confirmed in writing the appointment of such Fiscal Agent shall not result, in and of itself, in a downgrading, withdrawal or qualification of the ratings then assigned by such Rating Agency to any Class of the Certificates)] (iv) from each Rating Agency, unless each of the Rating Agencies has confirmed in writing that a lower rating shall not result, in and of itself, in a downgrading, withdrawal or qualification of the rating then assigned by such Rating Agency to any Class of the Certificates and subject to supervision or examination by federal or state authority; authority and shall not be an Affiliate of the Servicer or the Special Servicer (v) whose long-term senior unsecured debt (except during any period when the Trustee has assumed the duties of the Servicer or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would notSpecial Servicer, as confirmed in writing by such Rating Agencyapplicable, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency pursuant to the CertificatesSection 7.2). If such corporation, trust company, bank a corporation or 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 8.06, the combined capital and surplus of such corporation, trust company, bank or 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. No Person In 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 a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee shall become elect, at its sole discretion, either to (i) resign immediately in the manner and with the effect specified in Section 8.7, (ii) pay such tax and continue as Trustee or (iii) administer the Trust Fund from a successor trustee hereunder if the succession of state and local jurisdiction that does not impose such Person would result in a qualification, downgrading or withdrawal of any of the ratings then assigned by the Rating Agencies to the Certificatestax. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, trust company, bank or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator and their respective Affiliates8.7.

Eligibility Requirements for Trustee. (a) The Trustee hereunder shall at all times be a corporationbank, a trust company, a bank an association or a banking association: (i) corporation organized and doing business under the laws of the United States of America or any State state thereof or the District of Columbia; (ii) , authorized under such laws to exercise trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 50,000,000 and subject to supervision or examination by federal or state banking authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporationbank, trust company, bank association or 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, then for the purposes of this Section 8.06, section the combined capital and surplus of such corporationbank, trust company, bank association or 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. No Person The Trustee shall become at all times maintain a successor trustee hereunder long-term unsecured debt rating of at least (a) "AA-" from S&P (or "A+" from S&P, if the succession Trustee's short-term unsecured debt rating is at least "A-1" by S&P) and "Aa3" from Xxxxx'x, or (b) in the case of either Rating Agency, (i) "A-" from 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 Person would capacity, or (ii) such other rating as shall not result in a qualificationan Adverse Rating Event with respect to any Class of Certificates, downgrading or withdrawal as confirmed in writing by such Rating Agency. The Trustee shall at all times satisfy the requirements of any Section 26(a)(1) of the ratings then assigned by Investment Company Act of 1940, as amended. The Trustee's acting in such capacity shall not adversely affect the Rating Agencies application of the Prohibited Transaction Exemption to the Investment Grade Certificates. In case If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Sectionsection, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07; provided that the Trustee shall not be required to resign due to the existence of an affiliation described in the last sentence of this Section 8.06 until such time as it has actual knowledge or receives written notice of the existence of such affiliation; and provided, further, that if the Trustee shall cease to be so eligible because its combined capital and surplus is no longer at least $50,000,000 or its long-term unsecured debt rating no 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 an Adverse Rating Event with respect 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 adversely affected thereby. The corporationbank, trust company, bank corporation or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan SellerMaster Servicer, the Special Servicer and their respective Affiliates. Notwithstanding the foregoing, except to the extent permitted or required by Section 7.02, the Trustee shall not be an "affiliate" (as such term is defined in Section III of PTE 2000-58) of the Master Servicer, the Special Servicer, any Sub-Servicer, any One Lincoln Street Servicer, any World Apparel Center Servicer, the REMIC Administrator and their respective AffiliatesDepositor, or any obligor with respect to Trust Mortgage Loans constituting more than 5% of the aggregate unamortized principal balance of the Mortgage Pool as of the Closing Date or any "affiliate" (as such term is defined in Section III of PTE 2000-58) of any such Person.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a trust company, a bank or a banking association: (i) organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia; (ii) authorized under such laws to exercise trust powers; (iii) having a combined capital and surplus of at least $[50,000,000.00] 50,000,000; (iv) subject to supervision or examination by federal or state authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____Aa3" by ______ Moody's and "_____AA-" by _____ S&P (or, in the case of [each] either Rating Agency, such lower ratings xxxxx rating as would not, each such Rating Agency shall permit so long as confirmed it is accompanied by a statement in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of that any of the then-current ratings assigned by such Rating Agency to the Certificatesrespective Classes of the Certificates or Serviced Companion Loan Securities would not be downgraded, qualified (if applicable) or withdrawn as a result of such rating). If such corporation, trust company, bank or 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, trust company, bank or banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. No Person shall become a successor trustee hereunder if the succession of such Person would result in a qualificationdowngrade, downgrading qualification (if applicable) or withdrawal of any of the ratings then assigned by the Rating Agencies to the Certificates. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this SectionSection 8.06, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, trust company, bank or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator and their respective Affiliates.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a trust company, a bank an association or a banking association: (i) corporation organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia; (ii) , authorized under such laws to exercise trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 100,000,000 and subject to supervision or examination by federal or state banking authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporation, trust company, bank association or 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, then for the purposes of this Section 8.06, the combined capital and surplus of such corporation, trust company, bank association or 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. No Person The Trustee shall become also be an entity with a successor trustee hereunder if the succession long term unsecured debt rating of at least "AA" by each Rating Agency (determined without regard to pluses or minuses) or such Person would other rating that shall not result in a the qualification, downgrading or withdrawal of any the rating or ratings assigned to one or more Classes of the ratings then assigned Certificates by any Rating Agency as confirmed in writing. The Trustee shall also be an entity that (i) has not, since November 2, 1998, been, and is not, an insider or affiliate of First Union National Bank, (ii) has not, since November 2, 1998, controlled, and does 192 not control, First Union National Bank, (iii) has not, since November 2, 1998, been, and is not, controlled by First Union National Bank, (iv) has not, since November 2, 1998, been, and is not, under common control with, First Union National Bank, and (v) does not cause the Rating Agencies trust created hereby to the Certificatesbe an insider or affiliate of First Union National Bank. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07; provided, that 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 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 corporation, trust company, bank corporation or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator Servicer and their respective Affiliates.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be an association, a corporationbank, a trust company, a bank company or a banking association: (i) corporation organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia; (ii) , authorized under such laws to exercise trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 100,000,000 and subject to supervision or examination by a federal or state banking authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporationassociation, bank, trust company, bank company or 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, then for the purposes of this Section 8.06, the combined capital and surplus of such corporationassociation, bank, trust company, bank company or 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. No Person Subject to Section 8.18, the Trustee shall become also be an entity with a successor trustee hereunder if the succession long term unsecured debt rating of at least "AA" by Fitch and S&P (determined without regard to pluses or minuses) or has a fiscal agent with such Person would ratings or such other rating that shall not result in a the qualification, downgrading or withdrawal of any the rating or ratings assigned to one or more Classes of the ratings then assigned Certificates by the any Rating Agencies to the CertificatesAgency as confirmed in writing. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07; provided, that 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 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 corporation, trust company, bank corporation or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan SellerMaster 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 the Master Servicer, the Special Servicer, any sub-servicer, the REMIC Administrator and their respective AffiliatesDepositor, or any obligor with respect to Mortgage Loans constituting more than 5.0% of the aggregate authorized principal balance of the Mortgage Loans as of the date of the initial issuances of the Certificates or any "Affiliate" (as such term is defined in Section III of PTE 2000-58) of any such person.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a trust company, a bank or a banking association: (i) organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia; (ii) authorized under such laws to exercise trust powers; (iii) having a combined capital and surplus of at least $[50,000,000.00] 50,000,000; (iv) subject to supervision or examination by federal or state authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____Aa3" by ______ Moody's, and "_____AA" by _____ Fitch (or, in the case of [each] each Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualificationdowngrade, downgrade qualification (if applicable) or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporation, trust company, bank or 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, trust company, bank or banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. No Person shall become a successor trustee hereunder if the succession of such Person would result in a qualificationdowngrade, downgrading qualification (if applicable) or withdrawal of any of the ratings then assigned by the Rating Agencies to the Certificates. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, trust company, bank or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator and their respective Affiliates.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a trust company, a bank corporation or a banking association: (i) association 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; (ii) America, authorized under such laws to exercise corporate trust powers; (iii) powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $[50,000,000.00] 50,000,000 and a rating on its unsecured senior long-term debt of at least "AA" (iv) unless a Fiscal Agent is appointed and acting hereunder that has a long-term senior unsecured debt rating that is at least "AA" (without regard to any plus or minus)), unless each of the Rating Agencies has confirmed in writing that a lower rating shall not result, in and of itself, in a downgrading, withdrawal or qualification of the rating then assigned by such Rating Agency to any Class of the Certificates and subject to supervision or examination by federal or state authority; authority and shall not be an Affiliate of the Master Servicer or the Special Servicer (v) whose long-term senior unsecured debt (except during any period when the Trustee has assumed the duties of the Master Servicer or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would notSpecial Servicer, as confirmed in writing by such Rating Agencyapplicable, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency pursuant to the CertificatesSection 7.2). If such corporation, trust company, bank a corporation or 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 8.06, the combined capital and surplus of such corporation, trust company, bank or 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. No Person In 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 a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee shall become elect, at its sole discretion, either to (i) resign immediately in the manner and with the effect specified in Section 8.7, (ii) pay such tax and continue as Trustee or (iii) administer the Trust Fund from a successor trustee hereunder if the succession of state and local jurisdiction that does not impose such Person would result in a qualification, downgrading or withdrawal of any of the ratings then assigned by the Rating Agencies to the Certificatestax. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, trust company, bank or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator and their respective Affiliates8.7.

Eligibility Requirements for Trustee. (a) The Trustee hereunder shall at all times be a corporationbank, a trust company, a bank an association or a banking association: (i) corporation organized and doing business under the laws of the United States of America or any State state thereof or the District of Columbia; (ii) , authorized under such laws to exercise trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 50,000,000 and subject to supervision or examination by federal or state banking authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporationbank, trust company, bank association or 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, then for the purposes of this Section 8.06, section the combined capital and surplus of such corporationbank, trust company, bank association or 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. No Person The Trustee shall become at all times maintain a successor trustee hereunder long-term unsecured debt rating of at least (a) "AA-" from S&P (or "A+" from S&P, if the succession Trustee's short-term unsecured debt rating is at least "A-1" by S&P) and "Aa3" from Xxxxx'x, or (b) in the case of either Rating Agency, (i) "A-" from 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 Person would capacity, or (ii) such other rating as shall not result in a qualificationan Adverse Rating Event with respect to any Class of Certificates, downgrading or withdrawal of any as confirmed in writing by such Rating Agency. The Trustee's acting in such capacity shall not adversely affect the application of the ratings then assigned by the Rating Agencies Prohibited Transaction Exemption to the Investment Grade Certificates. In case If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Sectionsection, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07; provided that the Trustee shall not be required to resign due to the existence of an affiliation described in the last sentence of this Section 8.06 until such time as it has actual knowledge or receives written notice of the existence of such affiliation; and provided, further, that if the Trustee shall cease to be so eligible because its combined capital and surplus is no longer at least $50,000,000 or its long-term unsecured debt rating no 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 an Adverse Rating Event with respect 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 adversely affected thereby. The corporationbank, trust company, bank corporation or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan SellerMaster Servicer, the Special Servicer and their respective Affiliates. Notwithstanding the foregoing, except to the extent permitted or required by Section 7.02, the Trustee shall not be an "affiliate" (as such term is defined in Section III of PTE 2000-58) of the Master Servicer, the Special Servicer, any Sub-Servicer, any 000 Xxxxx Xxxxxx Servicer, the REMIC Administrator and their respective AffiliatesDepositor, or any obligor with respect to Trust Mortgage Loans constituting more than 5% of the aggregate unamortized principal balance of the Mortgage Pool as of the Closing Date or any "affiliate" (as such term is defined in Section III of PTE 2000-58) of any such Person.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a trust company, a bank or a banking association: (i) be a corporation or association 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; America, (ii) be authorized under such laws to exercise corporate trust powers; powers and to accept the trust conferred under this Agreement, (iii) having have a combined capital and surplus of at least $[50,000,000.00] 50,000,000, (iv) have its long-term unsecured debt obligations rated at least "A+" by S&P and "Aa3" by Moody's, and have its short-term unsecured debt obligations rated at xxxxx "A-1" by S&P or, in each case, such other ratings acceptable to the Rating Agencies, (v) be subject to supervision or examination by federal or state authority; authority and shall not be an Affiliate of either Master Servicer (except during any period when the Trustee has assumed the duties of a Master Servicer pursuant to Section 7.02) and (vvi) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in be a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates)Prohibited Party. If such corporation, trust company, bank a corporation or 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 8.06, the combined capital and surplus of such corporation, trust company, bank or 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. No Person shall become If the place of business from which the Trustee administers the Trust Fund is a successor trustee hereunder if state or local jurisdiction that imposes a tax on the succession of such Person would result in a qualification, downgrading Trust Fund or withdrawal the net income of any of Trust REMIC (other than a tax corresponding to a tax imposed under the ratings then assigned by REMIC Provisions) the Rating Agencies Trustee shall elect either to (i) resign immediately in the Certificatesmanner and with the effect specified in Section 8.07, (ii) pay such tax and continue as Trustee or (iii) administer the Trust Fund from a state and local jurisdiction that does not impose such a tax. In case If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, trust company, bank or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator and their respective Affiliates.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a trust company, a bank or a banking association: (i) organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia; (ii) authorized under such laws to exercise trust powers; (iii) having a combined capital and surplus of at least $[50,000,000.00] 50,000,000; (iv) subject to supervision or examination by federal or state authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____Aa3" by ______ Moody's and "_____AA-" by _____ S&P , or, if a Fiscal Agent meeting the requiremenxx xx Xection 8.14 is then currently acting in such capacity, not less than "A" by Moody's and "A" by S&P (or, in the case of [each] either Rating Agency, such lower ratings oxxxx xxting as would not, each such Rating Agency shall permit so long as confirmed it is accompanied by a statement in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of that any of the then-current ratings assigned by such Rating Agency to the Certificatesrespective Classes of the Certificates would not be downgraded, qualified (if applicable) or withdrawn as a result of such rating). If such corporation, trust company, bank or 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, trust company, bank or banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. No Person shall become a successor trustee hereunder if the succession of such Person would result in a qualificationdowngrade, downgrading qualification (if applicable) or withdrawal of any of the ratings then assigned by the Rating Agencies to the Certificates. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, trust company, bank or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator and their respective Affiliates.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a trust company, a bank or a banking association: (i) organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia; (ii) authorized under such laws to exercise trust powers; (iii) having a combined capital and surplus of at least $[50,000,000.00] 50,000,000; (iv) subject to supervision or examination by federal or state authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____Aa3" by ______ Xxxxx'x and "_____AA" by _____ S&P (or, in the case of [each] each Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporation, trust company, bank or 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, trust company, bank or banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. No Person shall become a successor trustee hereunder if the succession of such Person would result in a qualification, downgrading or withdrawal of any of the ratings then assigned by the Rating Agencies to the Certificates. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, trust company, bank or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Additional Warranting Party, the Master Servicer, the Special Servicer, the REMIC Administrator and their respective Affiliates.

Eligibility Requirements for Trustee. (a) The Trustee hereunder shall at all times be a corporationbank, a trust company, a bank banking association or a banking association: (i) corporation organized and doing business under the laws of the United States of America or any State state thereof or the District of Columbia; (ii) , authorized under such laws to exercise trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 50,000,000 and subject to supervision or examination by federal or state banking authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporationbank, trust company, bank banking association or 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, then for the purposes of this Section 8.06, section the combined capital and surplus of such corporationbank, trust company, bank banking association or 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. No Person The Trustee shall become at all times maintain a successor trustee hereunder long-term unsecured debt rating of at least (i) "AA-" from S&P (or "A+" from S&P, if the succession Trustee's short-term unsecured debt rating is at least "A-1" by S&P) and "AA-" from Fitch or, if a Fiscal Agent meeting the requirements of Section 8.17(a) is then currently acting in such Person would capacity, "A-" from S&P and "A-" from Fitch, or (ii) in the case of either Rating Agency, such other rating as shall not result in a qualificationan Adverse Rating Event with respect to any Class of Certificates, downgrading or withdrawal as confirmed in writing by such Rating Agency. The Trustee shall at all times satisfy the requirements of any Section 26(a)(1) of the ratings then assigned by Investment Company Act of 1940, as amended. The Trustee's acting in such capacity shall not adversely affect the Rating Agencies application of the Prohibited Transaction Exemption to the Investment Grade Certificates. In case If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Sectionsection, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07; provided that the Trustee shall not be required to resign due to the existence of an affiliation described in the last sentence of this Section 8.06 until such time as it has actual knowledge or receives written notice of the existence of such affiliation; and provided, further, that if the Trustee shall cease to be so eligible because its combined capital and surplus is no longer at least $50,000,000 or its long-term unsecured debt rating no 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 an Adverse Rating Event with respect 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 adversely affected thereby. The corporationbank, trust company, bank banking corporation or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan SellerMaster Servicer, the Special Servicer and their respective Affiliates. Notwithstanding the foregoing, except to the extent permitted or required by Section 7.02, the Trustee shall not be an "affiliate" (as such term is defined in Section III of PTE 2000-58) of the Master Servicer, the Special Servicer, any Sub-Servicer, the REMIC Administrator and their respective AffiliatesDepositor, or any obligor with respect to Mortgage Loans constituting more than 5% of the aggregate unamortized principal balance of the Mortgage Pool as of the Closing Date or any "affiliate" (as such term is defined in Section III of PTE 2000-58) of any such Person.

Eligibility Requirements for Trustee. (a) The Trustee hereunder shall at all times be a corporationbank, a trust company, a bank banking association or a banking association: (i) corporation organized and doing business under the laws of the United States of America or any State state thereof or the District of Columbia; (ii) , authorized under such laws to exercise trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 50,000,000 and subject to supervision or examination by federal or state banking authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporationbank, trust company, bank banking association or 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, then for the purposes of this Section 8.06, section the combined capital and surplus of such corporationbank, trust company, bank banking association or 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. No Person The Trustee shall become at all times maintain a successor trustee hereunder long-term unsecured debt rating of at least (i) "AA-" from S&P (or "A+" from S&P, if the succession Trustee's short-term unsecured debt rating is at least "A-1" by S&P) and "AA3" from Xxxxx'x or, if a Fiscal Agent meeting the requirements of Section 8.17(a) is then currently acting in such Person would capacity, "A-" from S&P and "A3" from Xxxxx'x, or (ii) in the case of either Rating Agency, such other rating as shall not result in a qualificationan Adverse Rating Event with respect to any Class of Certificates, downgrading or withdrawal as confirmed in writing by such Rating Agency. The Trustee shall at all times satisfy the requirements of any Section 26(a)(1) of the ratings then assigned by Investment Company Act of 1940, as amended. The Trustee's acting in such capacity shall not adversely affect the Rating Agencies application of the Prohibited Transaction Exemption to the Investment Grade Certificates. In case If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Sectionsection, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07; provided that the Trustee shall not be required to resign due to the existence of an affiliation described in the last sentence of this Section 8.06 until such time as it has actual knowledge or receives written notice of the existence of such affiliation; and provided, further, that if the Trustee shall cease to be so eligible because its combined capital and surplus is no longer at least $50,000,000 or its long-term unsecured debt rating no 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 an Adverse Rating Event with respect 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 adversely affected thereby. The corporationbank, trust company, bank banking corporation or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan SellerMaster Servicer, the Special Servicer and their respective Affiliates. Notwithstanding the foregoing, except to the extent permitted or required by Section 7.02, the Trustee shall not be an "affiliate" (as such term is defined in Section III of PTE 2000-58) of the Master Servicer, the Special Servicer, any Sub-Servicer, any Outside Servicer, the REMIC Administrator and their respective AffiliatesDepositor, or any obligor with respect to Trust Mortgage Loans constituting more than 5% of the aggregate unamortized principal balance of the Mortgage Pool as of the Closing Date or any "affiliate" (as such term is defined in Section III of PTE 2000-58) of any such Person.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be an association, a corporationbank, a trust company, a bank company or a banking association: (i) corporation organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia; (ii) , authorized under such laws to exercise trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 100,000,000 and subject to supervision or examination by a federal or state banking authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporationassociation, bank, trust company, bank company or 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, then for the purposes of this Section 8.06, the combined capital and surplus of such corporationassociation, bank, trust company, bank company or 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. No Person The Trustee shall become also be an entity with a successor trustee hereunder if the succession long term unsecured debt rating of at least "A" and a short term unsecured debt rating of at least "F-1" from Fitch and a long term unsecured debt rating of at least "Aa3" from Moody's or an entity txxx xxx a fiscal agent with such Person would ratings, or such other rating that shall not result in a qualification, downgrading or withdrawal of any of the ratings then assigned by the an Adverse Rating Agencies to the CertificatesEvent as confirmed in writing. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07; provided that 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 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) result in an Adverse Rating Event, 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 no Adverse Rating Event occurs as a result of the Trustee's continuing in such capacity. The corporationbank, trust company, bank corporation or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan SellerMaster Servicers, 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 either Master Servicer, the Special Servicer, any sub-servicer, the REMIC Administrator and their respective AffiliatesDepositor, or any obligor with respect to Trust Mortgage Loans constituting more than 5.0% of the aggregate authorized principal balance of the Trust Mortgage Loans as of the date of the initial issuances of the Certificates or any "Affiliate" (as such term is defined in Section III of PTE 2000-58) of any such person.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a trust company, a bank an association or a banking association: (i) corporation organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia; (ii) , authorized under such laws to exercise trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 100,000,000 and subject to supervision or examination by federal or state banking authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporation, trust company, bank association or 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, then for the purposes of this Section 8.06, the combined capital and surplus of such corporation, trust company, bank association or 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. No Person The Trustee or the Fiscal Agent shall become at all times maintain a successor trustee hereunder if long-term unsecured debt rating of at least "AA" or the succession of equivalent by each Rating Agency or such Person would other rating that shall not result in a the qualification, downgrading or withdrawal of any the rating or ratings assigned to one or more Classes of the ratings then assigned Certificates by the any Rating Agencies to the CertificatesAgency. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07; provided that 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 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 adversely affected thereby. The corporation, trust company, bank corporation or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator Servicer and their respective Affiliates.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a trust company, a bank or a banking association: (i) organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia; (ii) authorized under such laws to exercise trust powers; (iii) having a combined capital and surplus of at least $[50,000,000.00] 50,000,000; (iv) subject to supervision or examination by federal or state authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____Aa3" by ______ Moody's and "_____AA-" by _____ S&P (or, in the case of [each] either Rating Agency, such lower ratings xxxxx rating as would not, each such Rating Agency shall permit so long as confirmed it is accompanied by a statement in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of that any of the then-current ratings assigned by such Rating Agency to the Certificatesrespective Classes of the Certificates would not be downgraded, qualified (if applicable) or withdrawn as a result of such rating). If such corporation, trust company, bank or 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, trust company, bank or banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. No Person shall become a successor trustee hereunder if the succession of such Person would result in a qualificationdowngrade, downgrading qualification (if applicable) or withdrawal of any of the ratings then assigned by the Rating Agencies to the Certificates. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, trust company, bank or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator and their respective Affiliates.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporationbank, a trust company, a bank an association or a banking association: (i) corporation organized and doing business under the laws of the United States of America or any State state thereof or the District of Columbia; (ii) , authorized under such laws to exercise trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 50,000,000 and subject to supervision or examination by federal or state banking authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporationbank, trust company, bank association or 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, then for the purposes of this Section 8.06, section the combined capital and surplus of such corporationbank, trust company, bank association or 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. No Person The Trustee shall become at all times maintain a successor trustee hereunder long-term unsecured debt rating of at least "AA-" and "Aa3" (or, if a Fiscal Agent meeting the succession requirements of Section 8.17(a) is then currently acting in such Person would capacity, of at least "A-" and "A3") from S&P and Xxxxx'x, respectively (or, in the case of either Rating Agency, such other rating as shall not result in a qualificationan Adverse Rating Event, downgrading or withdrawal of any of the ratings then assigned as confirmed in writing by the such Rating Agencies to the CertificatesAgency). In case If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Sectionsection, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07; provided that if the Trustee shall cease to be so eligible because its combined capital and surplus is no longer at least $50,000,000 or its long-term unsecured debt rating no 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 an Adverse Rating Event, 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 adversely affected thereby. The corporationbank, trust company, bank corporation or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator Servicer and their respective Affiliates.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, a bank or a banking association: (i) 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; (ii) America, authorized under such laws to exercise corporate trust powers; (iii) powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $[50,000,000.00] (iv) 100,000,000 and subject to supervision or examination by federal or state authority; authority and shall not be an Affiliate of the Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the 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 and (viii) an institution whose long-term senior unsecured debt is rated "Aa3" by Moody's and "AA-" by Fitch (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings entity as would not, as confirmed in writing evidenced ix xxxxxng by such Rating Agency, result in a the qualification, downgrade downgrading or withdrawal of any of the then-current ratings then assigned by such Rating Agency thereby to the Certificates). If such corporation, 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 8.06, the combined capital and surplus of such corporation, 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. No Person shall become a successor trustee hereunder if In the succession event the place of such Person would result business from which the Trustee administers the Upper-Tier REMIC, the Lower-Tier REMIC and the Loan REMIC or in which the Trustee's office is located is in a qualification, downgrading state or withdrawal local jurisdiction that imposes a tax on the Trust Fund on the net income of any of a REMIC (other than a tax corresponding to a tax imposed under the ratings then assigned by the Rating Agencies to the Certificates. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this SectionREMIC Provisions), the Trustee shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07. The corporation, trust company, bank (ii) pay such tax at no expense to the Trust or banking association serving as Trustee may have normal banking and trust relationships with (iii) administer the DepositorUpper-Tier REMIC, the Mortgage Lower-Tier REMIC and the Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator from a state and their respective Affiliateslocal jurisdiction that does not impose such a tax.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a trust company, a bank or a banking association: (i) organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia; (ii) authorized under such laws to exercise trust powers; (iii) having a combined capital and surplus of at least $[50,000,000.00] 50,000,000; (iv) subject to supervision or examination by federal or state authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____Aa3" by ______ Moody's and "_____AA-" by _____ S&P (or "A+" by S&P, if the Trustee's unsecured shxxx xxxm debt is rated at least "A-1" by S&P or, in the case of [each] either Rating Agency, such lower ratings other rating as would not, each such Rating Agency shall permit so long as confirmed it is accompanied by a statement in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of that any of the then-current ratings assigned by such Rating Agency to the Certificatesrespective Classes of the Certificates would not be downgraded, qualified (if applicable) or withdrawn as a result of such rating). If such corporation, trust company, bank or 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, trust company, bank or banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. No Person shall become a successor trustee hereunder if the succession of such Person would result in a qualificationdowngrade, downgrading qualification (if applicable) or withdrawal of any of the ratings then assigned by the Rating Agencies to the Certificates. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this SectionSection 8.06, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. Notwithstanding the foregoing, if the Trustee meets the requirements of clauses (i) through (iv) above, but does not meet the requirements of clause (v) above, the Trustee shall be deemed to meet the requirements of such clause (v) if (a) it appoints a fiscal agent as a back-up advancer that satisfies the requirements of such clause (v) and (b) such fiscal agent shall have assumed in writing all obligations of the Trustee to make Advances under this Agreement as and when required of the Trustee. The corporation, trust company, bank or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator and their respective Affiliates.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a trust company, a bank an association or a banking association: (i) corporation organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia; (ii) , authorized under such laws to exercise trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 100,000,000 and subject to supervision or examination by federal or state banking authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporation, trust company, bank association or 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, then for the purposes of this Section 8.06, the combined capital and surplus of such corporation, trust company, bank association or 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. No Person The Trustee shall become also be an entity with a successor trustee hereunder if the succession long term unsecured debt rating of at least "AA" by each Rating Agency (determined without regard to pluses or minuses) or such Person would other rating that shall not result in a the qualification, downgrading or withdrawal of any the rating or ratings assigned to one or more Classes of the ratings then assigned Certificates by any Rating Agency as confirmed in writing. The Trustee shall also be an entity that (i) has not, since November 2, 1998, been, and is not, an insider or affiliate of First Union National Bank, (ii) has not, since November 2, 1998, controlled, and does not control, First Union National Bank, (iii) has not, since November 2, 1998, been, and is not, controlled by First Union National Bank, (iv) has not, since November 2, 1998, been, and is not, under common control with, First Union National Bank, and (v) does not cause the Rating Agencies trust created hereby to the Certificatesbe an insider or affiliate of First Union National Bank. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07; provided, that 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 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 corporation, trust company, bank corporation or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator Servicer and their respective Affiliates.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a trust company, a bank or a banking association: (i) be a corporation or association 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; America, (ii) be authorized under such laws to exercise corporate trust powers; powers and to accept the trust conferred under this Agreement, (iii) having have a combined capital and surplus of at least $[50,000,000.00] 50,000,000, (iv) have its long-term unsecured debt obligations rated at least "A+" by S&P and "Aa3" by Moody's, and have its short-term unxxxxxxx debt obligations rated at least "A-1" by S&P or, in each case, such other ratings acceptable to the Rating Agencies, (v) be subject to supervision or examination by federal or state authority; authority and shall not be an Affiliate of either Master Servicer (except during any period when the Trustee has assumed the duties of a Master Servicer pursuant to Section 7.02) and (vi) not be a Prohibited Party. Notwithstanding the foregoing, if the Trustee meets the provisions of clauses (i) through (iii), (v) whose longand (vi) above, but does not meet the provisions of clause (iv) above, the Trustee shall be deemed to meet the provisions of such clause (iv) if it appoints a fiscal agent as a back-term senior unsecured debt up liquidity provider, provided that such fiscal agent meets the provisions of clause (or that of its fiscal agentiv) is rated not less than "_____" by ______ above and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed shall have assumed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any all obligations of the then-current ratings assigned by such Rating Agency Trustee to make Advances under this Agreement as and when required of the Certificates)Trustee. If such corporation, trust company, bank a corporation or 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 8.06, the combined capital and surplus of such corporation, trust company, bank or 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. No Person If 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 either Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee shall become elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax and continue as Trustee or (iii) administer the Trust Fund from a successor trustee hereunder if the succession of state and local jurisdiction that does not impose such Person would result in a qualification, downgrading or withdrawal of any of the ratings then assigned by the Rating Agencies to the Certificatestax. In case If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, trust company, bank or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator and their respective Affiliates.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a trust company, a bank an association or a banking association: (i) corporation organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia; (ii) , authorized under such laws to exercise trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 100,000,000 and subject to supervision or examination by federal or state banking authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporation, trust company, bank association or 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, then for the purposes of this Section 8.06, the combined capital and surplus of such corporation, trust company, bank association or 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. No Person The Trustee shall become also be an entity with a successor trustee hereunder if the succession credit rating of at least "AA" by S&P and "A" by DCR or such Person would other rating that shall not result in a the qualification, downgrading or withdrawal of any the rating or ratings assigned to one or more Classes of the ratings then assigned Certificates by the any Rating Agencies to the CertificatesAgency. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07; provided, that 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 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 adversely affected thereby. The corporation, trust company, bank corporation or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator Servicer and their respective Affiliates.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a trust company, a bank corporation or a banking association: (i) association 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; (ii) America, authorized under such laws to exercise corporate trust powers; (iii) powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $[50,000,000.00] 50,000,000 and a rating on its unsecured long-term debt of at least "BBB" (iv) or "AA" at any time when there is no Fiscal Agent appointed and acting hereunder or any such Fiscal Agent so appointed has a rating on its long-term unsecured debt that is lower than "AA" (without regard to any plus or minus), unless each of the Rating Agencies has confirmed in writing that a lower rating shall not result, in and of itself, in a downgrading, withdrawal or qualification of the rating then assigned by such Rating Agency to any Class of the Certificates and subject to supervision or examination by federal or state authority; authority and shall not be an Affiliate of the Servicer or the Special Servicer (v) whose long-term senior unsecured debt (except during any period when the Trustee has assumed the duties of the Servicer or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would notSpecial Servicer, as confirmed in writing by such Rating Agencyapplicable, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency pursuant to the CertificatesSection 7.2). If such corporation, trust company, bank a corporation or 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 8.06, the combined capital and surplus of such corporation, trust company, bank or 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. No Person In 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 a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee shall become elect, at its sole discretion, either to (i) resign immediately in the manner and with the effect specified in Section 8.7, (ii) pay such tax and continue as Trustee or (iii) administer the Trust Fund from a successor trustee hereunder if the succession of state and local jurisdiction that does not impose such Person would result in a qualification, downgrading or withdrawal of any of the ratings then assigned by the Rating Agencies to the Certificatestax. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, trust company, bank or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator and their respective Affiliates8.7.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, a bank or a banking association: (i) 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; (ii) America, authorized under such laws to exercise corporate trust powers; (iii) powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $[50,000,000.00] (iv) 100,000,000 and subject to supervision or examination by federal or state authority; authority and 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 and (viii) an institution whose long-term senior unsecured debt is rated "AA-" by S&P and Fitch and "Aa3" by Moody's, (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings other rating as would not, as confirmed evidenced in writing by xxxx Xating Agency, result in the qualification, downgrading or withdrawal of any of the ratings then assigned thereby to the Certificates or any class of Companion Loan Securities); provided that the Trustee shall not cease to be eligible to serve as such based on a failure to satisfy such rating requirements so long as the Trustee maintains a long-term unsecured debt rating of no less than "A+" from each of S&P and Fitch and "Baa2" from Moody's and a short-term unsecured debt rating of at least "A-1" by S&P (xx xxch rating as would not, as evidenced in writing by such Rating Agency, result in a qualification, downgrade downgrading or withdrawal of any of the then-current ratings assigned by such Rating Agency to the CertificatesCertificates or any class of Companion Loan Securities). If such corporation, 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 8.06, the combined capital and surplus of such corporation, 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. No Person shall become a successor trustee hereunder if In the succession event the place of such Person would result business from which the Trustee administers the Upper-Tier REMIC, the Lower-Tier REMIC and the Loan REMICs or in which the Trustee's office is located is in a qualification, downgrading state or withdrawal local jurisdiction that imposes a tax on the Trust Fund on the net income of any of a REMIC (other than a tax corresponding to a tax imposed under the ratings then assigned by the Rating Agencies to the Certificates. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this SectionREMIC Provisions), the Trustee shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07. The corporation, trust company, bank (ii) pay such tax at no expense to the Trust or banking association serving as Trustee may have normal banking and trust relationships with (iii) administer the DepositorUpper-Tier REMIC, the Mortgage Lower-Tier REMIC and the Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator REMICs from a state and their respective Affiliateslocal jurisdiction that does not impose such a tax.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a trust company, a bank or a banking association: (i) organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia; (ii) authorized under such laws to exercise trust powers; (iii) having a combined capital and surplus of at least $[50,000,000.00] 50,000,000; (iv) subject to supervision or examination by federal or state authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____Aa3" by ______ Moody's and "_____AA" by _____ S&P (or, in the case of [each] each Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporation, trust company, bank or 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, trust company, bank or banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. No Person shall become a successor trustee hereunder if the succession of such Person would result in a qualification, downgrading or withdrawal of any of the ratings then assigned by the Rating Agencies to the Certificates. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, trust company, bank or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Additional Warranting Party, the Master Servicer, the Special Servicer, the REMIC Administrator and their respective Affiliates.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a trust company, a bank corporation or a banking association: (i) association 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; (ii) America, authorized under such laws to exercise corporate trust powers; (iii) powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $[50,000,000.00] 50,000,000 and a rating on its unsecured long-term debt of at least "BBB" by S&P and "Baa2" by Xxxxx'x (ivor at any time when there is no Fiscal Agent appointed and acting hereunder or any such Fiscal Agent so appointed has a rating on its long-term unsecured debt that is lower than "AA" by S&P and "Aa2" by Xxxxx'x the rating on the unsecured long term debt of the Trustee must be at least "AA" by S&P and "Aa2" by Xxxxx'x or meet different standards provided that each Rating Agency shall have confirmed in writing that such different standards would not, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates) and subject to supervision or examination by federal or state authority; authority and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated shall not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any be an Affiliate of the then-current ratings assigned by such Rating Agency Master Servicer (except during any period when the Trustee has assumed the duties of the Master Servicer pursuant to the CertificatesSection 7.02). If such corporation, trust company, bank a corporation or 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 8.06, the combined capital and surplus of such corporation, trust company, bank or 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. No Person In 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 a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee shall become elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax from its own funds and continue as Trustee or (iii) administer the Trust Fund from a successor trustee hereunder if the succession of state and local jurisdiction that does not impose such Person would result in a qualification, downgrading or withdrawal of any of the ratings then assigned by the Rating Agencies to the Certificatestax. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, trust company, bank or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator and their respective Affiliates.

Eligibility Requirements for Trustee. The Trustee hereunder There shall at all times be a corporationTrustee hereunder which shall be qualified to maintain an Eligible Account and shall be either (a) The First National Bank of Chicago ("First National") or any other Person into which First National is merged or consolidated or to which substantially all of the properties and assets of First National are transferred as an entirety, PROVIDED that such other Person has accepted appointment as Trustee under this Agreement in accordance with this Article IX, and FURTHER PROVIDED that such entity is not an Affiliate of the Contract Seller, is authorized to exercise corporate trust powers under the laws of the United States of America, any State thereof or the District of Columbia and has all necessary trust powers to perform its obligations hereunder, or (b) a trust company, a bank corporation or a banking association: (i) association organized and doing business under the laws of the United States of America or America, any State thereof or the District of Columbia; (ii) , authorized under such laws to exercise corporate trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 50,000,000, and subject to supervision or examination by federal Federal or state State authority, and which is not an Affiliate of the Contract Seller; and FURTHER PROVIDED that either (vi) whose such entity has long-term senior unsecured debt rated at least A3 by Xxxxx'x or the equivalent by any nationally recognized statistical rating organization, or (or ii) each Rating Agency provides a letter to the effect that of its fiscal agent) is rated such appointment will not less than "_____" by ______ and "_____" by _____ (or, in affect the case of [each] Rating Agency, such lower then current ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporation, trust company, bank the corporation or banking association referred to in clause (b) of the previous sentence publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid said supervising or examining authority, then, then for the purposes of this Section 8.069.06, the combined capital and surplus of such corporation, trust company, bank corporation or banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. No Person In addition, the Trustee shall become a successor trustee hereunder if the succession of such Person would result maintain an office in a qualification, downgrading or withdrawal of any of the ratings then assigned by the Rating Agencies to the CertificatesNew York. In case If at any time the Trustee shall cease to be eligible in accordance with the provisions of this SectionSection 9.06, the Trustee it shall resign immediately in the manner and with the effect hereinafter specified in Section 8.07. The corporation, trust company, bank or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator and their respective Affiliatesthis Article IX.

Eligibility Requirements for Trustee. The Trustee hereunder There shall at all times be a corporationTrustee hereunder which shall be qualified to maintain an Eligible Account and shall be either (a) The First National Bank of Chicago ("First National") or any other Person into which First National is merged or consolidated or to which substantially all of the properties and assets of First National are transferred as an entirety, PROVIDED that such other Person has accepted appointment as Trustee under this Agreement in accordance with this Article IX, and FURTHER PROVIDED that such entity is not an Affiliate of the Contract Sellers, is authorized to exercise corporate trust powers under the laws of the United States of America, any State thereof or the District of Columbia and has all necessary trust powers to perform its obligations hereunder, or (b) a trust company, a bank corporation or a banking association: (i) association organized and doing business under the laws of the United States of America or America, any State thereof or the District of Columbia; (ii) , authorized under such laws to exercise corporate trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 50,000,000, and subject to supervision or examination by federal Federal or state State authority, and which is not an Affiliate of the Contract Sellers; and FURTHER PROVIDED that either (vi) whose such entity has long-term senior unsecured debt rated at least A3 by Xxxxx'x or the equivalent by any nationally recognized statistical rating organization, or (or ii) each Rating Agency provides a letter to the effect that of its fiscal agent) is rated such appointment will not less than "_____" by ______ and "_____" by _____ (or, in affect the case of [each] Rating Agency, such lower then current ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporation, trust company, bank the corporation or banking association referred to in clause (b) of the previous sentence publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid said supervising or examining authority, then, then for the purposes of this Section 8.069.06, the combined capital and surplus of such corporation, trust company, bank corporation or banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. No Person In addition, the Trustee shall become a successor trustee hereunder if the succession of such Person would result maintain an office in a qualification, downgrading or withdrawal of any of the ratings then assigned by the Rating Agencies to the CertificatesNew York. In case If at any time the Trustee shall cease to be eligible in accordance with the provisions of this SectionSection 9.06, the Trustee it shall resign immediately in the manner and with the effect hereinafter specified in Section 8.07. The corporation, trust company, bank or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator and their respective Affiliatesthis Article IX.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a trust company, a bank an association or a banking association: (i) corporation organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia; (ii) , authorized under such laws to exercise trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 100,000,000 and subject to supervision or examination by a federal or state banking authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporation, trust company, bank association or 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, then for the purposes of this Section 8.06, the combined capital and surplus of such corporation, trust company, bank association or 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. No Person The Trustee shall become also be an entity with a successor trustee hereunder if the succession long term unsecured debt rating of at least [“A+” by S&P] and [“Aa3” by Xxxxx’x] and a short term unsecured debt rating of at least [“A-1” by S&P] or (b) such Person would other rating that shall not result in a the qualification, downgrading or withdrawal of any the rating or ratings assigned to one or more Classes of the ratings then assigned Certificates by any Rating Agency as confirmed in writing. In addition, the Rating Agencies to Trustee shall at all times satisfy the Certificatesrequirements of Section 26(a)(1) of the Investment Company Act of 1940, as amended. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee Trustee, shall resign immediately in the manner and with the effect specified in Section 8.07; provided that 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 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 corporationbank, trust company, bank corporation or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan SellerMaster 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 the Master Servicer, the Special Servicer, any Sub-Servicer, the REMIC Administrator and their respective AffiliatesUnderwriters, the Depositor, or any obligor with respect to Mortgage Loans constituting more than 5.0% of the aggregate authorized principal balance of the Mortgage Loans as of the date of the initial issuances of the Certificates or any “Affiliate” (as such term is defined in Section III of PTE 2000-58) of any such Person .

Eligibility Requirements for Trustee. The Trustee hereunder There shall at all times be a corporationTrustee hereunder which shall be qualified to maintain an Eligible Account and shall be either (a) The First National Bank of Chicago ("First National") or any other Person into which First National is merged or consolidated or to which substantially all of the properties and assets of First National are transferred as an entirety, provided that such -------- other Person has accepted appointment as Trustee under this Agreement in accordance with this Article IX, and further provided that such entity is not an ------- -------- Affiliate of the Contract Seller, is authorized to exercise corporate trust powers under the laws of the United States of America, any State thereof or the District of Columbia and has all necessary trust powers to perform its obligations hereunder, or (b) a trust company, a bank corporation or a banking association: (i) association organized and doing business under the laws of the United States of America or America, any State thereof or the District of Columbia; (ii) , authorized under such laws to exercise corporate trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 50,000,000, and subject to supervision or examination by federal Federal or state State authority, and which is not an Affiliate of the Contract Seller; and further provided that either (vi) whose ------- -------- such entity has long-term senior unsecured debt rated at least A3 by Xxxxx'x or the equivalent by any nationally recognized statistical rating organization, or (or ii) each Rating Agency provides a letter to the effect that of its fiscal agent) is rated such appointment will not less than "_____" by ______ and "_____" by _____ (or, in affect the case of [each] Rating Agency, such lower then current ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporation, trust company, bank the corporation or banking association referred to in clause (b) of the previous sentence publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid said supervising or examining authority, then, then for the purposes of this Section 8.069.06, the combined capital and surplus of such corporation, trust company, bank corporation or banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. No Person In addition, the Trustee shall become a successor trustee hereunder if the succession of such Person would result maintain an office in a qualification, downgrading or withdrawal of any of the ratings then assigned by the Rating Agencies to the CertificatesNew York. In case If at any time the Trustee shall cease to be eligible in accordance with the provisions of this SectionSection 9.06, the Trustee it shall resign immediately in the manner and with the effect hereinafter specified in Section 8.07. The corporation, trust company, bank or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator and their respective Affiliatesthis Article IX.

Eligibility Requirements for Trustee. The Trustee hereunder There shall at all times be a corporationTrustee hereunder which shall be qualified to maintain an Eligible Account and shall be either (a) The First National Bank of Chicago ("First National") or any other Person into which First National is merged or consolidated or to which substantially all of the properties and assets of First National are transferred as an entirety, provided that such -------- other Person has accepted appointment as Trustee under this Agreement in accordance with this Article IX, and further provided that such entity is not an ------- -------- Affiliate of the Contract Sellers, is authorized to exercise corporate trust powers under the laws of the United States of America, any State thereof or the District of Columbia and has all necessary trust powers to perform its obligations hereunder, or (b) a trust company, a bank corporation or a banking association: (i) association organized and doing business under the laws of the United States of America or America, any State thereof or the District of Columbia; (ii) , authorized under such laws to exercise corporate trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 50,000,000, and subject to supervision or examination by federal Federal or state State authority, and which is not an Affiliate of the Contract Sellers; and further provided that either (vi) whose ------- -------- such entity has long-term senior unsecured debt rated at least A3 by Xxxxx'x or the equivalent by any nationally recognized statistical rating organization, or (or ii) each Rating Agency provides a letter to the effect that of its fiscal agent) is rated such appointment will not less than "_____" by ______ and "_____" by _____ (or, in affect the case of [each] Rating Agency, such lower then current ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporation, trust company, bank the corporation or banking association referred to in clause (b) of the previous sentence publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid said supervising or examining authority, then, then for the purposes of this Section 8.069.06, the combined capital and surplus of such corporation, trust company, bank corporation or banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. No Person In addition, the Trustee shall become a successor trustee hereunder if the succession of such Person would result maintain an office in a qualification, downgrading or withdrawal of any of the ratings then assigned by the Rating Agencies to the CertificatesNew York. In case If at any time the Trustee shall cease to be eligible in accordance with the provisions of this SectionSection 9.06, the Trustee it shall resign immediately in the manner and with the effect hereinafter specified in Section 8.07. The corporation, trust company, bank or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator and their respective Affiliatesthis Article IX.

Eligibility Requirements for Trustee. (a) The Trustee hereunder shall at all times be a corporationbank, a trust company, a bank banking association or a banking association: (i) corporation organized and doing business under the laws of the United States of America or any State state thereof or the District of Columbia; (ii) , authorized under such laws to exercise trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 50,000,000 and subject to supervision or examination by federal or state banking authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporationbank, trust company, bank banking association or 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, then for the purposes of this Section 8.06, section the combined capital and surplus of such corporationbank, trust company, bank banking association or 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. No Person The Trustee shall become at all times maintain a successor trustee hereunder long-term unsecured debt rating of at least (i) "AA-" from S&P (or "A+" from S&P, if the succession Trustee's short-term unsecured debt rating is at least "A-1" by S&P) and "Aa3" from Moody's or, if a Fiscal Agent meeting the requirements of Section 8.00(x) is then currently acting in such Person would capacity, "A-" from S&P and "A3" from Moody's, or (ii) in the case of either Rating Agency, such other raxxxx xx shall not result in a qualificationan Adverse Rating Event with respect to any Class of Certificates, downgrading or withdrawal as confirmed in writing by such Rating Agency. The Trustee shall at all times satisfy the requirements of any Section 26(a)(1) of the ratings then assigned by Investment Company Act of 1940, as amended. The Trustee's acting in such capacity shall not adversely affect the Rating Agencies application of the Prohibited Transaction Exemption to the Investment Grade Certificates. In case If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Sectionsection, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07; provided that the Trustee shall not be required to resign due to the existence of an affiliation described in the last sentence of this Section 8.06 until such time as it has actual knowledge or receives written notice of the existence of such affiliation; and provided, further, that if the Trustee shall cease to be so eligible because its combined capital and surplus is no longer at least $50,000,000 or its long-term unsecured debt rating no 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 an Adverse Rating Event with respect 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 adversely affected thereby. The corporationbank, trust company, bank banking corporation or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan SellerMaster Servicer, the Special Servicer and their respective Affiliates. Notwithstanding the foregoing, except to the extent permitted or required by Section 7.02, the Trustee shall not be an "affiliate" (as such term is defined in Section III of PTE 2000-58) of the Master Servicer, the Special Servicer, any Sub-Servicer, any Outside Servicer, the REMIC Administrator and their respective AffiliatesDepositor, or any obligor with respect to Trust Mortgage Loans constituting more than 5% of the aggregate unamortized principal balance of the Mortgage Pool as of the Closing Date or any "affiliate" (as such term is defined in Section III of PTE 2000-58) of any such Person.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a trust company, a bank or a banking association: (i) organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia; (ii) authorized under such laws to exercise trust powers; (iii) having a combined capital and surplus of at least $[50,000,000.00] 50,000,000; (iv) subject to supervision or examination by federal or state authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____Aa3" by ______ Moody's and whose short-term unsecured debt obligations are rated not less than "_____F-1" by _____ Fitch (or, in the case of [each] either Rating Agency, such lower ratings other rating as would not, each such Rating Agency shall permit so long as confirmed it is accompanied by a statement in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of that any of the then-then current ratings assigned by such Rating Agency to the Certificatesrespective Classes of the Certificates or Companion Loan Securities would not be downgraded, qualified (if applicable) or withdrawn as a result of such rating). If such corporation, trust company, bank or 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, trust company, bank or banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. No Person shall become a successor trustee hereunder if the succession of such Person would result in a qualificationdowngrade, downgrading qualification (if applicable) or withdrawal of any of the ratings then assigned by the Rating Agencies to the CertificatesCertificates or Companion Loan Securities. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this SectionSection 8.06, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. Notwithstanding the foregoing, if the Trustee meets the requirements of clauses (i) through (iv) above, but does not meet the requirements of clause (v) above, the Trustee shall be deemed to meet the requirements of such clause (v) if (a) it appoints a fiscal agent as a back-up advancer that satisfies the requirements of such clause (v) and (b) such fiscal agent shall have assumed in writing all obligations of the Trustee to make Advances under this Agreement as and when required of the Trustee. The corporation, trust company, bank or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator and their respective Affiliates.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a trust company, a bank an association or a banking association: (i) corporation organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia; (ii) , authorized under such laws to exercise trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 100,000,000 and subject to supervision or examination by a federal or state banking authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporation, trust company, bank association or 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, then for the purposes of this Section 8.06, the combined capital and surplus of such corporation, trust company, bank association or 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. No Person The Trustee shall become also be an entity with a successor trustee hereunder if the succession long term unsecured debt rating of at least "A+" by S&P and "Aa3" by Moody's and a short term unsecured debt rating of at least "A-1" by X&X xx (b) such Person would other rating that shall not result in a the qualification, downgrading or withdrawal of any the rating or ratings assigned to one or more Classes of the ratings then assigned Certificates by the any Rating Agencies to the CertificatesAgency as confirmed in writing. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee Trustee, shall resign immediately in the manner and with the effect specified in Section 8.07; provided that 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 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 corporationbank, trust company, bank corporation or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan SellerMaster 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 the Master Servicer, the Special Servicer, any Sub-Servicer, the REMIC Administrator and their respective AffiliatesUnderwriters, the Depositor, or any obligor with respect to Mortgage Loans constituting more than 5.0% of the aggregate authorized principal balance of the Mortgage Loans as of the date of the initial issuances of the Certificates or any "Affiliate" (as such term is defined in Section III of PTE 2000-58) of any such Person.

Eligibility Requirements for Trustee. (a) The Trustee hereunder shall at all times be a corporationbank, a trust company, a bank banking association or a banking association: (i) corporation organized and doing business under the laws of the United States of America or any State state thereof or the District of Columbia; (ii) , authorized under such laws to exercise trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 50,000,000 and subject to supervision or examination by federal or state banking authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporationbank, trust company, bank banking association or 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, then for the purposes of this Section 8.06, section the combined capital and surplus of such corporationbank, trust company, bank banking association or 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. No Person The Trustee shall become at all times maintain a successor trustee hereunder long-term unsecured debt rating of at least (i) "AA-" from S&P (or "A+" from S&P, if the succession Trustee's short-term unsecured debt rating is at least "A-1" by S&P) and "Aa3" from Moody's or, if a Fiscal Agent meeting the requirements of Section 8.17(a) is then currently acting in such Person would capacity, "A-" from S&P and "A3" from Moody's, or (ii) in the case of either Rating Agency, such other rating as shall not result in a qualificationan Adverse Rating Event with respect to any Class of Certificates, downgrading or withdrawal as confirmed in writing by such Rating Agency. The Trustee shall at all times satisfy the requirements of any Section 26(a)(1) of the ratings then assigned by Investment Company Act of 1940, as amended. The Trustee's acting in such capacity shall not adversely affect the Rating Agencies application of the Prohibited Transaction Exemption to the Investment Grade Certificates. In case If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Sectionsection, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07; provided that the Trustee shall not be required to resign due to the existence of an affiliation described in the last sentence of this Section 8.06 until such time as it has actual knowledge or receives written notice of the existence of such affiliation; and provided, further, that if the Trustee shall cease to be so eligible because its combined capital and surplus is no longer at least $50,000,000 or its long-term unsecured debt rating no 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 an Adverse Rating Event with respect 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 adversely affected thereby. The corporationbank, trust company, bank banking corporation or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan SellerMaster Servicer, the Special Servicer and their respective Affiliates. Notwithstanding the foregoing, except to the extent permitted or required by Section 7.02, the Trustee shall not be an "affiliate" (as such term is defined in Section III of PTE 2000-58) of the Master Servicer, the Special Servicer, any Sub-Servicer, any Outside Servicer, the REMIC Administrator and their respective AffiliatesDepositor, or any obligor with respect to Trust Mortgage Loans constituting more than 5% of the aggregate unamortized principal balance of the Mortgage Pool as of the Closing Date or any "affiliate" (as such term is defined in Section III of PTE 2000-58) of any such Person.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, a bank or a banking association: (i) 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; (ii) America, authorized under such laws to exercise corporate trust powers; (iii) powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $[50,000,000.00] (iv) 100,000,000 and subject to supervision or examination by federal or state authority; authority and shall not be an Affiliate of the Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the 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 and (viii) an institution whose long-term senior unsecured debt is rated "AA-" by Fitch and "Aa3" by Xxxxx'x (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings entity as would not, as confirmed evidenced in writing by such Rating Agency, result in a the qualification, downgrade downgrading or withdrawal of any of the then-current ratings then assigned by such Rating Agency thereby to the Certificates). If such corporation, 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 8.06, the combined capital and surplus of such corporation, 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. No Person shall become a successor trustee hereunder if In the succession event the place of such Person would result business from which the Paying Agent administers the Loan REMIC, the Upper-Tier REMIC and the Lower-Tier REMIC or in which the Trustee's office is located is in a qualification, downgrading state or withdrawal local jurisdiction that imposes a tax on the Trust Fund on the net income of any of a REMIC (other than a tax corresponding to a tax imposed under the ratings then assigned by the Rating Agencies to the Certificates. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this SectionREMIC Provisions), the Trustee Paying Agent or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07. The corporation, trust company, bank (ii) pay such tax at no expense to the Trust or banking association serving as Trustee may have normal banking and trust relationships with (iii) administer the DepositorLoan REMIC, the Mortgage Loan Seller, Upper-Tier REMIC and the Master Servicer, the Special Servicer, the Lower-Tier REMIC Administrator from a state and their respective Affiliateslocal jurisdiction that does not impose such a tax.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a trust company, a bank an association or a banking association: (i) corporation organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia; (ii) , authorized under such laws to exercise trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 100,000,000 and subject to supervision or examination by federal or state authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporation, trust company, bank association or 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, then for the purposes of this Section 8.06, the combined capital and surplus of such corporation, trust company, bank association or 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. No Person The long-term unsecured debt obligations of the Trustee shall become a successor trustee hereunder at all times be rated not less than "AA" by Standard & Poor's and "AA" by Fitch (or, if the succession of such Person not rated by Fitch, otherwise acceptable to Fitch as would not result in a qualification, downgrading 159 downgrade or withdrawal of the rating assigned by Fitch to any Class of Certificates) or such other rating as shall not result in the qualification, downgrade or withdrawal of any of the ratings then assigned by the Rating Agencies to the respective Classes of Certificates, as confirmed in writing by each Rating Agency. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07; provided that 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 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 or the Trustee appoints a fiscal agent, and if in light of such agreement or such appointment, 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 or the effectiveness of such appointment, 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 adversely affected thereby. The corporation, trust company, bank corporation or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator Servicer and their respective Affiliates.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, a bank or a banking association: (i) 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; (ii) America, authorized under such laws to exercise corporate trust powers; (iii) powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $[50,000,000.00] (iv) 50,000,000 and subject to supervision or examination by federal or state authority; authority and shall not be an Affiliate of the Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the 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 and (viii) an institution whose long-term senior unsecured debt is rated "AA" by each Rating Agency (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings entity as would not, as confirmed evidenced in writing by such Rating Agency, result in a the qualification, downgrade downgrading or withdrawal of any of the then-current ratings then assigned by such Rating Agency thereby to the Certificates). If such corporation, 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 8.06, the combined capital and surplus of such corporation, 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. No Person shall become a successor trustee hereunder if In the succession event the place of such Person would result business from which the Trustee administers the Upper-Tier REMIC and the Lower-Tier REMIC is in a qualification, downgrading state or withdrawal local jurisdiction that imposes a tax on the Trust Fund on the net income of any of a REMIC (other than a tax corresponding to a tax imposed under the ratings then assigned by the Rating Agencies to the Certificates. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this SectionREMIC Provisions), the Trustee shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07. The corporation, trust company, bank (ii) pay such tax at no expense to the Trust or banking association serving as Trustee may have normal banking (iii) administer the Upper-Tier REMIC and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the Lower-Tier REMIC Administrator from a state and their respective Affiliateslocal jurisdiction that does not impose such a tax.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporationbank, a trust company, a bank an association or a banking association: (i) corporation organized and doing business under the laws of the United States of America or any State state thereof or the District of Columbia; (ii) , authorized under such laws to exercise trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 50,000,000 and subject to supervision or examination by -212- federal or state banking authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporationbank, trust company, bank association or 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, then for the purposes of this Section 8.06, section the combined capital and surplus of such corporationbank, trust company, bank association or 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. No Person The Trustee shall become at all times maintain a successor trustee hereunder long-term unsecured debt rating of at least "Aa3" or "AA", as applicable (or, if a Fiscal Agent meeting the succession requirements of SECTION 8.17(a) is then currently acting in such Person would capacity, of at least "A3" or "A-"), from Xxxxx'x and Fitch, respectively (or, in the case of either Rating Agency, such other rating as shall not result in a qualificationan Adverse Rating Event, downgrading or withdrawal of any of the ratings then assigned as confirmed in writing by the such Rating Agencies to the CertificatesAgency). In case If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section SECTION 8.07; PROVIDED that if the Trustee shall cease to be so eligible because its combined capital and surplus is no longer at least $50,000,000 or its long-term unsecured debt rating no 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 an Adverse Rating Event, 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 adversely affected thereby. The corporationbank, trust company, bank corporation or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator Servicer and their respective Affiliates.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, a bank or a banking association: (i) 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; (ii) America, authorized under such laws to exercise corporate trust powers; (iii) powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $[50,000,000.00] (iv) 100,000,000 and subject to supervision or examination by federal or state authority; authority and shall not be an Affiliate of the Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the 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 and (viii) an institution whose long-term senior unsecured debt is rated "AA-" by S&P and "AA" by DCR (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings entity as would not, as confirmed evidenced in writing by such Rating Agency, result in a the qualification, downgrade downgrading or withdrawal of any of the then-current ratings then assigned by such Rating Agency thereby to the Certificates). If such corporation, 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 8.06, the combined capital and surplus of such corporation, 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. No Person shall become a successor trustee hereunder if In the succession event the place of such Person would result business from which the Paying Agent administers the Upper-Tier REMIC and the Lower-Tier REMIC or in which the Trustee's office is located is in a qualification, downgrading state or withdrawal local jurisdiction that imposes a tax on the Trust Fund on the net income of any of a REMIC (other than a tax corresponding to a tax imposed under the ratings then assigned by the Rating Agencies to the Certificates. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this SectionREMIC Provisions), the Trustee Paying Agent or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07. The corporation, trust company, bank (ii) pay such tax at no expense to the Trust or banking association serving as Trustee may have normal banking (iii) administer the Upper-Tier REMIC and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the Lower-Tier REMIC Administrator from a state and their respective Affiliateslocal jurisdiction that does not impose such a tax.

Eligibility Requirements for Trustee. (a) The Trustee hereunder shall at all times be a corporationbank, a trust company, a bank an association or a banking association: (i) corporation organized and doing business under the laws of the United States of America or any State state thereof or the District of Columbia; (ii) , authorized under such laws to exercise trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 50,000,000 and subject to supervision or examination by federal or state banking authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporationbank, trust company, bank association or 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, then for the purposes of this Section 8.06, section the combined capital and surplus of such corporationbank, trust company, bank association or 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. No Person The Trustee shall become at all times maintain a successor trustee hereunder long-term unsecured debt rating of at least (a) "AA-" from S&P (or "A+" from S&P, if the succession Trustee's short-term unsecured debt rating is at least "A-1" by S&P) and "Aa3" from Xxxxx'x, or (b) in the case of either Rating Agency, (i) "A-" from 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 Person would capacity, or (ii) such other rating as shall not result in a qualificationan Adverse Rating Event with respect to any Class of Certificates, downgrading or withdrawal of any as confirmed in writing by such Rating Agency. The Trustee's acting in such capacity shall not adversely affect the application of the ratings then assigned by the Rating Agencies Prohibited Transaction Exemption to the Investment Grade Certificates. In case If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Sectionsection, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07; provided that if the Trustee shall cease to be so eligible because its combined capital and surplus is no longer at least $50,000,000 or its long-term unsecured debt rating no 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 an Adverse Rating Event with respect 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 adversely affected thereby. The corporationbank, trust company, bank corporation or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator Servicer and their respective Affiliates.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a bank, trust company, a bank company or a banking association: (i) association organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia; (ii) , authorized under such laws to exercise trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 50,000,000 and subject to supervision or examination by federal or state authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporation, bank, trust company, bank company or 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 8.06, the combined capital and surplus of such corporation, bank, trust company, bank company or banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. No Person In addition, the Trustee shall become at all times meet the requirements of Section 26(a)(1) of the Investment Company Act, and the affiliations of the Trustee shall not adversely affect the availability of PTE 89-90 with respect to any Class of investment grade rated Certificates. Furthermore, the Trustee shall at all times maintain a successor trustee hereunder if long-term unsecured debt rating of no less than "Aa3" from Xxxxx'x and "AA" from S&P (or, in the succession case of either Rating Agency, such Person would lower rating as will not result in an Adverse Rating Event with respect to any Class of Rated Certificates, as confirmed in writing to the Trustee and the Depositor by such Rating Agency); PROVIDED that the Trustee shall not cease to be eligible to serve as such based on a qualificationfailure to satisfy such rating requirements so long as the Trustee maintains a long-term unsecured debt rating of no less than "Baa2" from Xxxxx'x and "BBB" from S&P (or, downgrading or withdrawal in the case of either Rating Agency, such lower rating as will not result in an Adverse Rating Event with respect to any Class of Rated Certificates, as confirmed in writing to the ratings then assigned Trustee and the Depositor by such Rating Agency) and a Fiscal Agent meeting the requirements of SECTION 8.13 has been appointed by the Rating Agencies to the CertificatesTrustee and is then currently serving in such capacity. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this SectionSECTION 8.06, the Trustee shall resign immediately in the manner and with the effect specified in Section SECTION 8.07. The corporation, bank, trust company, bank company or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the any Mortgage Loan Seller, the each Master Servicer, the each Special Servicer, the REMIC Administrator Servicer and their respective Affiliates; PROVIDED, HOWEVER, that none of (i) the Depositor, (ii) any Person involved in the organization or operation of the Depositor or the Trust, (iii) any 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 Trustee. (a) The Trustee hereunder shall at all times be a corporationbank, a trust company, a bank an association or a banking association: (i) corporation organized and doing business under the laws of the United States of America or any State -274- state thereof or the District of Columbia; (ii) , authorized under such laws to exercise trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 50,000,000 and subject to supervision or examination by federal or state banking authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporationbank, trust company, bank association or 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, then for the purposes of this Section 8.06, section the combined capital and surplus of such corporationbank, trust company, bank association or 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. No Person The Trustee shall become at all times maintain a successor trustee hereunder long-term unsecured debt rating of at least (a) "AA-" from S&P (or "A+" from S&P, if the succession Trustee's short-term unsecured debt rating is at least "A-1" by S&P) and "Aa3" from Xxxxx'x, or (b) in the case of either Rating Agency, (i) "A-" from 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 Person would capacity, or (ii) such other rating as shall not result in a qualificationan Adverse Rating Event with respect to any Class of Certificates, downgrading or withdrawal as confirmed in writing by such Rating Agency. The Trustee shall at all times satisfy the requirements of any Section 26(a)(1) of the ratings then assigned by Investment Company Act of 1940, as amended. The Trustee's acting in such capacity shall not adversely affect the Rating Agencies application of the Prohibited Transaction Exemption to the Investment Grade Certificates. In case If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Sectionsection, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07; provided that the Trustee shall not be required to resign due to the existence of an affiliation described in the last sentence of this Section 8.06 until such time as it has actual knowledge or receives written notice of the existence of such affiliation; and provided, further, that if the Trustee shall cease to be so eligible because its combined capital and surplus is no longer at least $50,000,000 or its long-term unsecured debt rating no 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 an Adverse Rating Event with respect 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 adversely affected thereby. The corporationbank, trust company, bank corporation or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan SellerMaster Servicer, the Special Servicer and their respective Affiliates. Notwithstanding the foregoing, except to the extent permitted or required by Section 7.02, the Trustee shall not be an "affiliate" (as such term is defined in Section III of PTE 2000-58) of the Master Servicer, the Special Servicer, any Sub-Servicer, the REMIC Administrator and their respective AffiliatesDepositor, or any obligor with respect to Trust Mortgage Loans constituting more than 5% of the aggregate unamortized principal balance of the Mortgage Pool as of the Closing Date or any "affiliate" (as such term is defined in Section III of PTE 2000-58) of any such Person.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a trust company, a bank or a banking association: (i) be a banking association 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; (ii) America, authorized under such laws to exercise corporate trust powers; , including taking title to the Trust Fund assets on behalf of the Certificateholders, (iiiii) having be a wholly-owned subsidiary of a bank holding company and have a combined capital and surplus of at least $[50,000,000.00] 50,000,000, (iii) (A) have a long-term debt rating of at least "BBB+" by Standard & Poor's and at least "Baa1" by Xxxxx'x (except as provided in SECTION 12.08) or (B) be a wholly-owned subsidiary of a bank holding company having a long-term debt rating of at least "BBB+" by Standard & Poor's and at least "Baa1" by Xxxxx'x (except as provided in SECTION 12.08), (iv) be subject to supervision or examination by federal or state authority; and , (v) whose long-term senior unsecured debt (hold a valid Title I contract of insurance, be approved by the FHA as a lender to originate, purchase, service and/or sell, or that of its fiscal agent) is rated not less than "_____" by ______ as an investing lender to purchase, hold and "_____" by _____ (orsell, loans insured under the Title I Program and meet the applicable approval requirements for participation in the case Title I Program, and (vi) use its FHA Title I contract of [each] Rating Agency, such lower ratings as would not, as confirmed in writing insurance only to report for FHA Insurance thereunder loans that qualify for insurance under the Title I Program and are transferred and assigned to the Trustee pursuant to this Agreement or agreements similar to this Agreement which relate to the issuance of securities rated by such Rating Agency, result in a qualification, downgrade or withdrawal of any nationally recognized statistical credit rating agency and which have comparable provisions to this Section and SECTIONS 5.11 and 12.07 with respect to Trustee eligibility and the allocation of the then-current ratings assigned by such Rating Agency FHA Insurance on the books and records of the Trustee and the submission of claims to the Certificates)FHA for such loans subject to such agreements. If such corporation, trust company, bank or 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 8.06, SECTION 12.06 the combined capital and surplus of such corporation, trust company, bank or banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. No Person shall become a successor trustee hereunder if the succession of such Person would result in a qualification, downgrading or withdrawal of any of the ratings then assigned by the Rating Agencies to the Certificates. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this SectionSECTION 12.06, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, trust company, bank or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator and their respective AffiliatesSECTION 12.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a bank, trust company, a bank company or a banking association: (i) association organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia; (ii) , authorized under such laws to exercise trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 50,000,000 and subject to supervision or examination by federal or state authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporation, bank, trust company, bank company or 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 8.06, the combined capital and surplus of such corporation, bank, trust company, bank company or banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. No Person In addition, the Trustee shall become at all times meet the requirements of Section 26(a)(1) of the Investment Company Act. Furthermore, the Trustee shall at all times maintain a successor trustee hereunder if long-term unsecured debt rating of no less than "____" from ___________ and "__" from _____ (or, in the succession case of either Rating Agency, such Person would lower rating as will not result in an Adverse Rating Event with respect to any Class of Rated Certificates (as confirmed in writing to the Trustee and the Depositor by such Rating Agency)); provided that the Trustee shall not cease to be eligible to serve as such based on a qualificationfailure to satisfy such rating requirements so long as either: (i) the Trustee maintains a long-term unsecured debt rating of no less than "____" from _______ and "___" from _____ (or, downgrading or withdrawal in the case of either Rating Agency, such lower rating as will not result in an Adverse Rating Event with respect to any Class of Rated Certificates (as confirmed in writing to the ratings then assigned Trustee and the Depositor by such Rating Agency)) and a Fiscal Agent meeting the requirements of Section 8.13 has been appointed by the Trustee and is then currently serving in such capacity; or (ii) the Trustee maintains a long-term unsecured debt rating of no less than "__" from _______ and "__" from _____ (or, in the case of either Rating Agencies Agency, such lower rating as will not result in an Adverse Rating Event with respect to any Class of Rated Certificates (as confirmed in writing to the CertificatesTrustee and the Depositor by such Rating Agency)) and an Advance Security Arrangement meeting the requirements of Section 8.14 has been established by the Trustee and is then currently being maintained. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this SectionSection 8.06, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, bank, trust company, bank company or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator Servicer and their respective Affiliates; provided, however, that none of (i) the Depositor, (ii) any Person involved in the organization or operation of the Depositor or the Trust, (iii) any Mortgage Loan Seller or (iv) any Affiliate of any of them, may be the Trustee hereunder.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be an association, a corporationbank, a trust company, a bank company or a banking association: (i) corporation organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia; (ii) , authorized under such laws to exercise trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 100,000,000 and subject to supervision or examination by a federal or state banking authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporationassociation, bank, trust company, bank company or 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, then for the purposes of this Section 8.06, the combined capital and surplus of such corporationassociation, bank, trust company, bank company or 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. No Person The Trustee shall become also be an entity with a successor trustee hereunder if the succession long term unsecured debt rating of at least "A" and a short term unsecured debt rating of at least "F-1" from Fitch and a long term unsecured debt rating of at least "Aa3" from Xxxxx'x or an entity that has a fiscal agent with such Person would ratings, or such other rating that shall not result in a qualification, downgrading or withdrawal of any of the ratings then assigned by the an Adverse Rating Agencies to the CertificatesEvent as confirmed in writing. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07; provided that 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 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) result in an Adverse Rating Event, 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 no Adverse Rating Event occurs as a result of the Trustee's continuing in such capacity. The corporationbank, trust company, bank corporation or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan SellerMaster Servicers, 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 either Master Servicer, the Special Servicer, any sub-servicer, the REMIC Administrator and their respective AffiliatesDepositor, or any obligor with respect to Trust Mortgage Loans constituting more than 5.0% of the aggregate authorized principal balance of the Trust Mortgage Loans as of the date of the initial issuances of the Certificates or any "Affiliate" (as such term is defined in Section III of PTE 2000-58) of any such person.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a trust company, a bank corporation or a banking association: (i) association 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; (ii) America, authorized under such laws to exercise corporate trust powers; (iii) powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $[50,000,000.00] 50,000,000 and a rating on its unsecured long-term debt of at least "AA-" by Fitch, "AA-" by S&P (ivor "A+" by S&P if the Trustee has a short-term debt rating of at least "A-1" from S&P) and "Aa3" by Moody's (or "A1" by Moody's if the Trustee has a short-term debt rating xx xx least "P-1" fxxx Xxxdy's) (or such other rating as the Rating Agencies have confirmed wixx xxx result in the downgrade withdrawal or qualification of any of the then current ratings of any Certificates) and subject to supervision or examination by federal or state authority; authority and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated shall not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any be an Affiliate of the then-current ratings assigned by such Rating Agency Master Servicer (except during any period when the Trustee has assumed the duties of the Master Servicer pursuant to the CertificatesSection 7.02). If such corporation, trust company, bank a corporation or 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 8.06, the combined capital and surplus of such corporation, trust company, bank or 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. No Person shall become In the event that the place of business from which the Trustee administers the Trust Fund is a successor trustee hereunder if state or local jurisdiction that imposes a tax on the succession of such Person would result in a qualification, downgrading Trust Fund or withdrawal of any the net income of the ratings then assigned by Trust REMIC (other than a tax corresponding to a tax imposed under the Rating Agencies REMIC Provisions) the Trustee shall elect either to (i) resign immediately in the Certificatesmanner and with the effect specified in Section 8.07, (ii) pay such tax from its own funds and continue as Trustee or (iii) administer the Trust Fund from a state and local jurisdiction that does not impose such a tax. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, trust company, bank or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator and their respective Affiliates.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a trust company, a bank an association or a banking association: (i) corporation organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia; (ii) , authorized under such laws to exercise trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 100,000,000 and subject to supervision or examination by a federal or state banking authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporation, trust company, bank association or 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, then for the purposes of this Section 8.06, the combined capital and surplus of such corporation, trust company, bank association or 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. No Person The Trustee shall become also be an entity with a successor trustee hereunder long term unsecured debt rating of at least (a) "A+" by S&P and "AA-" by Fitch, and a short-term unsecured debt rating of at least "A-1" by S&P , (b) "A-" from S&P and "A-" from Fitch, if a Fiscal Agent meeting the succession requirements of Section 8.19(a) is then currently acting in such Person would capacity, or (c) such other rating that shall not result in a the qualification, downgrading or withdrawal of any the rating or ratings assigned to one or more Classes of the ratings then assigned Certificates by the any Rating Agencies to the CertificatesAgency as confirmed in writing. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee Trustee, shall resign immediately in the manner and with the effect specified in Section 8.07; provided, that 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 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 corporationbank, trust company, bank corporation or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan SellerMaster 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 the Master Servicer, the Special Servicer, any sub-servicer, the REMIC Administrator and their respective AffiliatesUnderwriters, the Depositor, or any obligor with respect to Mortgage Loans constituting more than 5.0% of the aggregate authorized principal balance of the Mortgage Loans as of the date of the initial issuances of the Certificates or any "Affiliate" (as such term is defined in Section III of PTE 2000-58) of any such Person.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a bank, trust company, a bank company or a banking association: (i) association organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia; (ii) , authorized under such laws to exercise trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 50,000,000 and subject to supervision or examination by federal or state authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporation, bank, trust company, bank company or 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 8.06, the combined capital and surplus of such corporation, bank, trust company, bank company or banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. No Person shall become a successor trustee hereunder if the succession of such Person would result in a qualificationIn addition, downgrading or withdrawal of any of the ratings then assigned by the Rating Agencies to the Certificates. In case at any time the Trustee shall at all times meet the requirements of Section 26(a)(1) of the Investment Company Act. Furthermore, the Trustee shall at all times maintain a long-term unsecured debt rating of no less than "Aa3" from Moxxx'x xnd "AA" from S&P (or, in the case of either Rating Agency, such lower rating as will not result in an Adverse Rating Event with respect to any Class of Rated Certificates, as confirmed in writing to the Trustee and the Depositor by such Rating Agency); provided that the Trustee shall not cease to be eligible in accordance with the provisions of this Section, to serve as such based on a failure to satisfy such rating requirements so long as the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, trust company, bank or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator and their respective Affiliates.maintains a long-term unsecured debt rating of no less than "Baa2" from Moxxx'x xnd "

Eligibility Requirements for Trustee. (a) The Trustee hereunder shall at all times be a corporationbank, a trust company, a bank banking association or a banking association: (i) corporation organized and doing business under the laws of the United States of America or any State state thereof or the District of Columbia; (ii) , authorized under such laws to exercise trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 100,000,000 and subject to supervision or examination by federal or state banking authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporationbank, trust company, bank banking association or 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, then for the purposes of this Section 8.06, section the combined capital and surplus of such corporationbank, trust company, bank banking association or 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. No Person The Trustee shall become at all times maintain a successor trustee hereunder long-term unsecured debt rating of at least (i) "AA-" from S&P (or "A+" from S&P, if the succession Trustee's short-term unsecured debt rating is at least "A-1" by S&P) and "Aa3" from Xxxxx'x or, if a Fiscal Agent meeting the requirements of Section 8.17(a) is then currently acting in such Person would capacity, "A-" from S&P and "A3" from Xxxxx'x, or (ii) in the case of either Rating Agency, such other rating as shall not result in a qualificationan Adverse Rating Event with respect to any Class of Certificates, downgrading or withdrawal as confirmed in writing by such Rating Agency. The Trustee shall at all times satisfy the requirements of any Section 26(a)(1) of the ratings then assigned by Investment Company Act of 1940, as amended. The Trustee's acting in such capacity shall not adversely affect the Rating Agencies application of the Prohibited Transaction Exemption to the Investment Grade Certificates. In case If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Sectionsection, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07; provided that the Trustee shall not be required to resign due to the existence of an affiliation described in the last sentence of this Section 8.06 until such time as it has actual knowledge or receives written notice of the existence of such affiliation; and provided, further, that 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 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 an Adverse Rating Event with respect 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 adversely affected thereby. The corporationbank, trust company, bank banking corporation or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan SellerMaster Servicer, the Special Servicer and their respective Affiliates. Notwithstanding the foregoing, except to the extent permitted or required by Section 7.02, the Trustee shall not be an "affiliate" (as such term is defined in Section III of PTE 2000-58) of the Master Servicer, the Special Servicer, any Sub-Servicer, any Outside Servicer, the REMIC Administrator and their respective AffiliatesDepositor, or any obligor with respect to Trust Mortgage Loans constituting more than 5% of the aggregate unamortized principal balance of the Mortgage Pool as of the Closing Date or any "affiliate" (as such term is defined in Section III of PTE 2000-58) of any such Person.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a trust company, a bank or a banking association: (i) organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia; (ii) authorized under such laws to exercise trust powers; (iii) having a combined capital and surplus of at least $[50,000,000.00] 50,000,000; (iv) subject to supervision or examination by federal or state authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____AA-" by ______ Fitch and "_____AA-" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). S&P. If such corporation, trust company, bank or 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, trust company, bank or banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. No Person shall become a successor trustee hereunder if the succession of such Person would result in a qualificationdowngrade, downgrading qualification (if applicable) or withdrawal of any of the ratings then assigned by the Rating Agencies to the Certificates. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, trust company, bank or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator and their respective Affiliates.

Eligibility Requirements for Trustee. (a) The Trustee hereunder shall at all times be a corporationbank, a trust company, a bank an association or a banking association: (i) corporation organized and doing business under the laws of the United States of America or any State state thereof or the District of Columbia; (ii) , authorized under such laws to exercise trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 50,000,000 and subject to supervision or examination by federal or state banking authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporationbank, trust company, bank association or 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, then for the purposes of this Section 8.06, section the combined capital and surplus of such corporationbank, trust company, bank association or 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. No Person The Trustee shall become at all times maintain a successor trustee hereunder long-term unsecured debt rating of at least (a) "AA-" from S&P (or "A+" from S&P, if the succession Trustee's short-term unsecured debt rating is at least "A-1" by S&P) and "AA-" from Fitch, or (b) in the case of either Rating Agency, (i) "A-" (or the equivalent), if a Fiscal Agent meeting the requirements of Section 8.17(a) is then currently acting in such Person would capacity, or (ii) such other rating as shall not result in a qualificationan Adverse Rating Event with respect to any Class of Certificates, downgrading or withdrawal of any as confirmed in writing by such Rating Agency. The Trustee's acting in such capacity shall not adversely affect the application of the ratings then assigned by the Rating Agencies Prohibited Transaction Exemption to the Investment Grade Certificates. In case If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Sectionsection, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07; provided that the Trustee shall not be required to resign due to the existence of an affiliation described in the last sentence of this Section 8.06 until such time as it has actual knowledge or receives written notice of the existence of such affiliation; and provided, further, that if the Trustee shall cease to be so eligible because its combined capital and surplus is no longer at least $50,000,000 or its long-term unsecured debt rating no 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 an Adverse Rating Event with respect 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 adversely affected thereby. The corporationbank, trust company, bank corporation or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan SellerMaster Servicer, the Special Servicer and their respective Affiliates. Notwithstanding the foregoing, except to the extent permitted or required by Section 7.02, the Trustee shall not be an "affiliate" (as such term is defined in Section III of PTE 2000-58) of the Master Servicer, the Special Servicer, any Sub-Servicer, any Two Penn Plaza Servicer, the REMIC Administrator and their respective AffiliatesDepositor, or any obligor with respect to Trust Mortgage Loans constituting more than 5% of the aggregate unamortized principal balance of the Mortgage Pool as of the Closing Date or any "affiliate" (as such term is defined in Section III of PTE 2000-58) of any such Person.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a bank, trust company, a bank company or a banking association: (i) association organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia; (ii) , authorized under such laws to exercise trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 50,000,000 and subject to supervision or examination by federal or state authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporation, bank, trust company, bank company or 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 8.06, the combined capital and surplus of such corporation, bank, trust company, bank company or banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. No Person shall become a successor trustee hereunder if the succession of such Person would result in a qualificationIn addition, downgrading or withdrawal of any of the ratings then assigned by the Rating Agencies to the Certificates. In case at any time the Trustee shall at all times meet the requirements of Section 26(a)(1) of the Investment Company Act. Furthermore, the Trustee shall at all times maintain a long-term unsecured debt rating of no less than "Aa3" from Xxxxx'x and "AA" from Fitch (or, in the case of either Rating Agency, such lower rating as will not result in an Adverse Rating Event with respect to any Class of Rated Certificates, as confirmed in writing to the Trustee and the Depositor by such Rating Agency); provided that the Trustee shall not cease to be eligible in accordance with the provisions of this Section, to serve as such based on a failure to satisfy such rating requirements so long as either: (i) the Trustee shall resign immediately in the manner maintains a long-term unsecured debt rating of no less than "Baa2" from Xxxxx'x and with the effect specified in Section 8.07. The corporation, trust company, bank or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator and their respective Affiliates."

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a bank, trust company, a bank company or a banking associationassociation 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; (ii) is authorized under such laws to exercise trust powers; (iii) having has a combined capital and surplus of at least $[50,000,000.00] 50,000,000; and (iv) is subject to supervision or examination by federal or state authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporation, bank, trust company, bank company or 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 8.06, the combined capital and surplus of such corporation, bank, trust company, bank company or banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. No Person In addition: (i) the Trustee shall become at all times meet the requirements of Section 26(a)(1) of the Investment Company Act; and (ii) the Trustee shall not have any affiliations or, except as contemplated by SECTION 7.02, 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, the Trustee shall at all times maintain a successor trustee hereunder if long-term unsecured debt rating of no less than "___" from [Rating Agency No. 1] and "___" from [Rating Agency No. 2] (or, in the succession case of either Rating Agency, such Person would lower rating as will not result in an Adverse Rating Event with respect to any Class of Rated Certificates (as confirmed in writing to the Trustee and the Depositor by such Rating Agency)); PROVIDED that the Trustee shall not cease to be eligible to serve as such based on a qualificationfailure to satisfy such rating requirements so long as either: (i) the Trustee maintains a long-term unsecured debt rating of no less than "___" from [Rating Agency No. 1] and "___" from [Rating Agency No. 2] (or, downgrading or withdrawal in the case of either Rating Agency, such lower rating as will not result in an Adverse Rating Event with respect to any Class of Rated Certificates (as confirmed in writing to the ratings then assigned Trustee and the Depositor by such Rating Agency)) and a Fiscal Agent meeting the requirements of SECTION 8.13 has been appointed by the Trustee and is then currently serving in such capacity; or (ii) the Trustee maintains a long-term unsecured debt rating of no less than "___" from [Rating Agencies Agency No. 1] and "___" from [Rating Agency No. 2] (or, in the case of either Rating Agency, such lower rating as will not result in an Adverse Rating Event with respect to any Class of Rated Certificates (as confirmed in writing to the CertificatesTrustee and the Depositor by such Rating Agency)) and an Advance Security Arrangement meeting the requirements of SECTION 8.14 has been established by the Trustee and is then currently being maintained. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this SectionSECTION 8.06, the Trustee shall resign immediately in the manner and with the effect specified in Section SECTION 8.07. The corporation, bank, trust company, bank company or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the each Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator Servicer and their respective Affiliates; PROVIDED, HOWEVER, that none of (i) the Depositor, (ii) any Person involved in the organization or operation of the Depositor or the Trust, (iii) any Mortgage Loan Seller or (iv) any Affiliate of any of them, may be the Trustee hereunder.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a trust company, a bank or a banking association: (i) be a corporation or association 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; America, (ii) be authorized under such laws to exercise corporate trust powers; powers and to accept the trust conferred under this Agreement, (iii) having have a combined capital and surplus of at least $[50,000,000.00] 50,000,000, (iv) have its long-term unsecured debt obligations rated at least "A+" by S&P and Fitch, and have its short-term unsecured debt obligations rated at least "A-1" by S&P or, in each case, such other ratings acceptable to the Rating Agencies, (v) be subject to supervision or examination by federal or state authority; authority and shall not be an Affiliate of the Master Servicer (except during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02) and (vvi) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in be a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates)Prohibited Party. If such corporation, trust company, bank a corporation or 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 8.06, the combined capital and surplus of such corporation, trust company, bank or 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. No Person shall become If the place of business from which the Trustee administers the Trust Fund is a successor trustee hereunder if state or local jurisdiction that imposes a tax on the succession of such Person would result in a qualification, downgrading Trust Fund or withdrawal the net income of any of Trust REMIC (other than a tax corresponding to a tax imposed under the ratings then assigned by REMIC Provisions) the Rating Agencies Trustee shall elect either to (i) resign immediately in the Certificatesmanner and with the effect specified in Section 8.07, (ii) pay such tax and continue as Trustee or (iii) administer the Trust Fund from a state and local jurisdiction that does not impose such a tax. In case If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, trust company, bank or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator and their respective Affiliates.

Eligibility Requirements for Trustee. The Except as otherwise provided in the Agreement, the Trustee hereunder under the Agreement shall at all times be a corporation, a trust company, a bank or a banking association: (i) be a corporation having its corporate trust office in the same state (or the District of Columbia or the Commonwealth of Puerto Rico) as the location of the Corporate Trust Office; (ii) be organized and doing business under the laws of the United States of America or any State thereof such state (or the District of ColumbiaColumbia or the Commonwealth of Puerto Rico) or the United States; (iiiii) be authorized under such laws to exercise corporate trust powers; (iiiiv) having have a combined capital and surplus of at least $[50,000,000.00] (iv) 50,000,000 and be subject to supervision or examination by federal or state authorityauthorities; and (v) whose have a long-term senior unsecured debt deposit rating no lower than Baa3 by Moody's (if Xxxxx'x is a Rating Agency), or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] be otherwise acceptable to each Rating Agency, as evidenced by a letter to such lower ratings as would noteffect (which acceptance may be evidenced in the form of a letter, as confirmed in writing by such Rating Agencydated on or shortly before the Closing Date, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency assigning an initial rating to the Rated Certificates). In addition, with respect to any series or Class of Certificates, the Trustee shall not be an affiliate of any other member of the "Restricted Group" which consists of the initial purchaser(s) or underwriter(s) of such Certificates, the Seller, the Servicer, the Trustee and all Obligors with respect to the Receivables included in the Trust constituting more than 5% of the aggregate unamortized principal balance of the assets of the Trust as of the date of initial issuance of the Certificates (I.E., the initial principal amount of such Certificates) and any affiliate of such party. If such corporation, trust company, bank or banking association publishes the Trustee shall publish 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 purpose of this Section 8.06Section, the combined capital and surplus of such corporation, trust company, bank or 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. No Person shall become a successor trustee hereunder if the succession of such Person would result in a qualification, downgrading or withdrawal of any of the ratings then assigned by the Rating Agencies to the Certificates. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, trust company, bank or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator and their respective Affiliates19.10.

Eligibility Requirements for Trustee. The Trustee hereunder There shall at all times be a corporationTrustee hereunder which shall be qualified to maintain an Eligible Account and shall be either (a) Bank One, National Association ("Bank One") or any other Person into which Bank One is merged or consolidated or to which substantially all of the properties and assets of Bank One are transferred as an entirety, provided that such other Person has accepted -------- appointment as Trustee under this Agreement in accordance with this Article IX, and further provided that such entity is not an Affiliate of the Contract ------- -------- Seller, the Insurer or the LOC Provider, is authorized to exercise corporate trust powers under the laws of the United States of America, any State thereof or the District of Columbia and has all necessary trust powers to perform its obligations hereunder, or (b) a trust company, a bank corporation or a banking association: (i) association organized and doing business under the laws of the United States of America or America, any State thereof or the District of Columbia; (ii) , authorized under such laws to exercise corporate trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 50,000,000, and subject to supervision or examination by federal Federal or state State authority, and which is not an Affiliate of the Contract Seller, the Insurer or the LOC Provider; and further provided that either (vi) whose such entity has long-term senior unsecured debt rated at least ------- -------- A3 by Xxxxx'x, BBB by S&P or the equivalent by any nationally recognized statistical rating organization, or (or ii) each Rating Agency provides a letter to the effect that of its fiscal agent) is rated such appointment will not less than "_____" by ______ and "_____" by _____ (or, in affect the case of [each] Rating Agency, such lower then current ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporation, trust company, bank the corporation or banking association referred to in clause (b) of the previous sentence publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid said supervising or examining authority, then, then for the purposes of this Section 8.069.06, the combined capital and surplus of such corporation, trust company, bank corporation or banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. No Person In addition, the Trustee shall become a successor trustee hereunder if the succession of such Person would result maintain an office in a qualification, downgrading or withdrawal of any of the ratings then assigned by the Rating Agencies to the CertificatesNew York. In case If at any time the Trustee shall cease to be eligible in accordance with the provisions of this SectionSection 9.06, the Trustee it shall resign immediately in the manner and with the effect hereinafter specified in Section 8.07. The corporation, trust company, bank or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator and their respective Affiliatesthis Article IX.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a trust company, a bank an association or a banking association: (i) corporation organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia; (ii) , authorized under such laws to exercise trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 100,000,000 and subject to supervision or examination by federal or state authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporation, trust company, bank association or 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, then for the purposes of this Section 8.06, the combined capital and surplus of such corporation, trust company, bank association or 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. No Person The long-term unsecured debt obligations of the Trustee shall become a successor trustee hereunder at all times be rated not less than "AA" by Standard & Poor's and "AA" by Fitch (or, if the succession of such Person not rated by Fitch, otherwise acceptable to Fitch as would not result in a qualification, downgrading downgrade or withdrawal of the rating assigned by Fitch to any Class of Certificates) or such other rating as shall not result in the qualification, downgrade or withdrawal of any of the ratings then assigned by the Rating Agencies to the respective Classes of Certificates, as confirmed in writing by each Rating Agency. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07; provided that 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 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 or the Trustee appoints a fiscal agent, and if in light of such agreement or such appointment, 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 or the effectiveness of such appointment, 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 adversely affected thereby. The corporation, trust company, bank corporation or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator Servicer and their respective Affiliates.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a trust company, a bank an association or a banking association: (i) corporation organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia; (ii) , authorized under such laws to exercise trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 100,000,000 and subject to supervision or examination by federal or state banking authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporation, trust company, bank association or 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, then for the purposes of this Section 8.06, the combined capital and surplus of such corporation, trust company, bank association or 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. No Person The Trustee shall become also be an entity with a successor trustee hereunder if the succession long term unsecured debt rating of at least "AA" (determined without regard to pluses or minuses) by Standard & Poor's and "A" by DCR or such Person would other rating that shall not result in a qualificationthe qualification (if applicable), downgrading or withdrawal of any the rating or ratings assigned to one or more Classes of the ratings then assigned Certificates by any Rating Agency as confirmed in writing. The Trustee shall also be an entity that (i) has not, since November 2, 1998, been, and is not, an insider or affiliate of First Union National Bank, (ii) has not, since November 2, 1998, controlled, and does not control, First Union National Bank, (iii) has not, since November 2, 1998, been, and is not, controlled by First Union National Bank, (iv) has not, since November 2, 1998, been, and is not, under common control with, First Union National Bank, and (v) does not cause the Rating Agencies trust created hereby to the Certificatesbe an insider or affiliate of First Union National Bank. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07; provided, that 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 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 (if applicable), downgraded or withdrawn thereby. The corporation, trust company, bank corporation or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator Servicer and their respective Affiliates.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a bank, trust company, a bank company or a banking association: (i) association organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia; (ii) , authorized under such laws to exercise trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 50,000,000 and subject to supervision or examination by federal or state authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporation, bank, trust company, bank company or 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 8.06, the combined capital and surplus of such corporation, bank, trust company, bank company or banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. No Person The Trustee shall become at all times meet the requirements of Section 26(a)(1) of the Investment Company Act. In addition, the Trustee shall at all times maintain a successor trustee hereunder if long-term unsecured debt rating of no less than "AA" from each of S&P and Fitch (or, in the succession case of either Rating Agency, such Person would lower rating as will not result in an Adverse Rating Event with respect to any Class of Rated Certificates (as confirmed in writing to the Trustee and the Depositor by such Rating Agency)); provided that the Trustee shall not cease to be eligible to serve as such based on a qualificationfailure to satisfy such rating requirements so long as either: (i) the Trustee maintains a long-term unsecured debt rating of no less than "BBB" from each of S&P and Fitch (or, downgrading or withdrawal in the case of either Rating Agency, such lower rating as will not result in an Adverse Rating Event with respect to any Class of Rated Certificates (as confirmed in writing to the ratings then assigned Trustee and the Depositor by such Rating Agency)) and a Fiscal Agent meeting the requirements of Section 8.13 has been appointed by the Trustee and is then currently serving in such capacity; or (ii) the Trustee maintains a long-term unsecured debt rating of no less than "A+" from each of S&P and Fitch (or, in the case of either Rating Agencies Agency, such lower rating as will not result in an Adverse Rating Event with respect to any Class of Rated Certificates (as confirmed in writing to the CertificatesTrustee and the Depositor by such Rating Agency)) and an Advance Security Arrangement meeting the requirements of Section 8.14 has been established by the Trustee and is then currently being maintained. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this SectionSection 8.06, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, bank, trust company, bank company or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan SellerSellers, the Master Servicer, the Special Servicer, the REMIC Administrator and their respective Affiliates; provided, however, that none of (i) the Depositor, (ii) any Person involved in the organization or operation of the Depositor, (iii) either Seller or (iv) any Affiliate of any of them, may be the Trustee hereunder.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, a bank or a banking association: (i) 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; (ii) America, authorized under such laws to exercise corporate trust powers; (iii) powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $[50,000,000.00] (iv) 100,000,000 and subject to supervision or examination by federal or state authority; authority and shall not be an Affiliate of the Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the 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 and (viii) an institution whose long-term senior unsecured debt is rated "AA" by S&P and Fitch (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings entity as would not, as confirmed evidenced in writing by such Rating Agency, result in a the qualification, downgrade downgrading or withdrawal of any of the then-current ratings then assigned by such Rating Agency thereby to the Certificates). If such corporation, 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 8.06, the combined capital and surplus of such corporation, 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. No Person shall become a successor trustee hereunder if In the succession event the place of such Person would result business from which the Trustee administers the Upper-Tier REMIC and the Lower-Tier REMIC is in a qualification, downgrading state or withdrawal local jurisdiction that imposes a tax on the Trust Fund on the net income of any of a REMIC (other than a tax corresponding to a tax imposed under the ratings then assigned by the Rating Agencies to the Certificates. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this SectionREMIC Provisions), the Trustee shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07. The corporation, trust company, bank (ii) pay such tax at no expense to the Trust or banking association serving as Trustee may have normal banking (iii) administer the Upper-Tier REMIC and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the Lower-Tier REMIC Administrator from a state and their respective Affiliateslocal jurisdiction that does not impose such a tax.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporationbank, a trust company, a bank an association or a banking association: (i) corporation organized and doing business under the laws of the United States of America or any State state thereof or the District of Columbia; (ii) , authorized under such laws to exercise trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 50,000,000 and subject to supervision or examination by federal or state banking authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporationbank, trust company, bank association or 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, then for the purposes of this Section 8.06, section the combined capital and surplus of such corporationbank, trust company, bank association or 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. No Person The Trustee shall become at all times maintain a successor trustee hereunder long-term unsecured debt rating of at least "AA-" and "Aa3" (or, if a Fiscal Agent meeting the succession requirements of Section 8.17(a) is then currently acting in such Person would capacity, of at least "A-") from _____ and _________, respectively (or, in the case of either Rating Agency, such other rating as shall not result in a qualificationan Adverse Rating Event, downgrading or withdrawal of any as confirmed in writing by such Rating Agency). The Trustee's acting in such capacity shall not adversely affect the application of the ratings then assigned by the Rating Agencies Prohibited Transaction Exemption to the Investment Grade Certificates. In case If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Sectionsection, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07; provided that if the Trustee shall cease to be so eligible because its combined capital and surplus is no longer at least $50,000,000 or its long-term unsecured debt rating no 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 an Adverse Rating Event, 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 adversely affected thereby. The corporationbank, trust company, bank corporation or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator Servicer and their respective Affiliates.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a trust company, a bank or a banking association: (i) organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia; (ii) authorized under such laws to exercise trust powers; (iii) having a combined capital and surplus of at least $[50,000,000.00] 50,000,000; (iv) subject to supervision or examination by federal or state authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____Aa3" by ______ Xxxxx'x, "A" by DCR and "_____AA" by _____ Fitch (or, in the case of [each] each Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporation, trust company, bank or 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, trust company, bank or banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. No Person shall become a successor trustee hereunder if the succession of such Person would result in a qualification, downgrading or withdrawal of any of the ratings then assigned by the Rating Agencies to the Certificates. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, trust company, bank or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator and their respective Affiliates.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporationbank, a trust company, a bank an association or a banking association: (i) corporation organized and doing business under the laws of the United States of America or any State state thereof or the District of Columbia; (ii) , authorized under such laws to exercise trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 50,000,000 and subject to supervision or examination by federal or state banking authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporationbank, trust company, bank association or 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, then for the purposes of this Section 8.06, the combined capital and surplus of such corporationbank, trust company, bank association or 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. No Person The Trustee shall become at all times maintain a successor trustee hereunder long-term unsecured debt rating of at least "AA-" by S&P (or "A+" by S&P if the succession short-term unsecured debt rating of the Trustee is rated at least "A-1" by S&P), a long-term unsecured debt rating of at least "AA-" by Fitch and a short-term unsecured debt rating of at least "F-1" by Fitch (or, in the case of either Rating Agency, such Person would other rating as shall not result in a qualificationan Adverse Rating Event with respect to the Certificates or any Companion Loan Securities, downgrading or withdrawal of any as confirmed in writing by such Rating Agency). The Trustee's acting in such capacity shall not adversely affect the application of the ratings then assigned by the Rating Agencies Prohibited Transaction Exemption to the Investment Grade Certificates. In case If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Sectionsection, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07; provided that if the Trustee shall cease to be so eligible because its combined capital and surplus is no longer at least $50,000,000 or its long-term unsecured debt rating no 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 an Adverse Rating Event, 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 adversely affected thereby. The corporationbank, trust company, bank corporation or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator Servicer and their respective Affiliates.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporationbank, a trust company, a bank an association or a banking association: (i) corporation organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia; (ii) , authorized under such laws to exercise trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 100,000,000 and subject to supervision or examination by a federal or state banking authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporationbank, trust company, bank association or 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, then for the purposes of this Section 8.06, section the combined capital and surplus of such corporationbank, trust company, bank association or 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. No Person The Trustee shall become also be an entity with (a) a successor trustee hereunder long-term unsecured debt rating of at least "A+" from S&P and "Aa3" from Xxxxx'x and a short-term unsecured debt rating of at least "A-1" from S&P, (b) a long-term unsecured debt rating of at least "A-" from S&P and "A3" from Xxxxx'x, if a Fiscal Agent meeting the succession requirements of Section 8.17(a) is then currently acting in such Person would capacity, or (c) in the case of either Rating Agency, such other rating(s) therefrom as shall not result in a the qualification, downgrading or withdrawal of any the rating or ratings assigned to one or more Classes of the ratings then assigned Certificates by any Rating Agency as confirmed in writing. In addition, the Rating Agencies to Trustee shall at all times satisfy the Certificatesrequirements of Section 26(a)(1) of the Investment Company Act of 1940, as amended. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07; provided that, 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 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 corporationbank, trust company, bank corporation or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan SellerMaster 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 the Master Servicer, the Special Servicer, any sub-servicer, any Outside Servicer, the REMIC Administrator and their respective AffiliatesUnderwriters, the Depositor, or any obligor with respect to Mortgage Loans constituting more than 5.0% of the aggregate unamortized principal balance of the Mortgage Loans as of the date of the initial issuances of the Certificates or any "Affiliate" (as such term is defined in Section III of PTE 2000-58) of any such Person.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporationbank, a trust company, a bank an association or a banking association: (i) corporation organized and doing business under the laws of the United States of America or any State state thereof or the District of Columbia; (ii) , authorized under such laws to exercise trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 50,000,000 and subject to supervision or examination by federal or state banking authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporationbank, trust company, bank association or 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, then for the purposes of this Section 8.06, section the combined capital and surplus of such corporationbank, trust company, bank association or 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. No Person The Trustee shall become at all times maintain a successor trustee hereunder long-term unsecured debt rating of at least "Aa3" by Moody's and "AA-" xx X&X (or "A+" by S&P if the succession short-term unsecured debt rating of the Trustee is rated at least "A-1" by S&P) (or, if a Fiscal Agent meeting the requirements of Section 8.17(a) is then currently acting in such Person would capacity, of at least "A3" by Moody's and "A-" bx xxxx of S&P) (or, in the case of either Rating Agency, such other rating as shall not result in a qualificationan Adverse Rating Event, downgrading or withdrawal of any as confirmed in writing by such Rating Agency). The Trustee's acting in such capacity shall not adversely affect the application of the ratings then assigned by the Rating Agencies Prohibited Transaction Exemption to the Investment Grade Certificates. In case If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Sectionsection, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07; provided that if the Trustee shall cease to be so eligible because its combined capital and surplus is no longer at least $50,000,000 or its long-term unsecured debt rating no 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 an Adverse Rating Event, 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 adversely affected thereby. The corporationbank, trust company, bank corporation or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator Servicer and their respective Affiliates.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a bank, trust company, a bank company or a banking association: (i) association organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia; (ii) , authorized under such laws to exercise trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 50,000,000 and subject to supervision or examination by federal or state authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporation, bank, trust company, bank company or 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 8.06, the combined capital and surplus of such corporation, bank, trust company, bank company or banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. No Person shall become a successor trustee hereunder if the succession of such Person would result in a qualificationIn addition, downgrading or withdrawal of any of the ratings then assigned by the Rating Agencies to the Certificates. In case at any time the Trustee shall at all times meet the requirements of Section 26(a)(1) of the Investment Company Act. Furthermore, the Trustee shall at all times maintain a long-term unsecured debt rating of no less than "Aa3" from Mxxxx'x and "AA" from S&P (or, in the case of either Rating Agency, such lower rating as will not result in an Adverse Rating Event with respect to any Class of Rated Certificates, as confirmed in writing to the Trustee and the Depositor by such Rating Agency); provided that the Trustee shall not cease to be eligible in accordance with the provisions of this Section, to serve as such based on a failure to satisfy such rating requirements so long as the Trustee shall resign immediately in the manner maintains a long-term unsecured debt rating of no less than "Baa2" from Mxxxx'x and with the effect specified in Section 8.07. The corporation, trust company, bank or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator and their respective Affiliates."

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a trust company, a bank an association or a banking association: (i) corporation organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia; (ii) , authorized under such laws to exercise trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 100,000,000 and subject to supervision or examination by federal or state banking authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporation, trust company, bank association or 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, then for the purposes of this Section 8.06, the combined capital and surplus of such corporation, trust company, bank association or 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. No Person The Trustee shall become also be an entity with a successor trustee hereunder if the succession credit rating of at least "AA" by each Rating Agency other than Xxxxx'x and "Aa3" by Xxxxx'x or such Person would other rating that shall not result in a the qualification, downgrading or withdrawal of any the rating or ratings assigned to one or more Classes of the ratings then assigned Certificates by the any Rating Agencies to the CertificatesAgency. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07; provided, that 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 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 adversely affected thereby. The corporation, trust company, bank corporation or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator Servicer and their respective Affiliates.. 170

Eligibility Requirements for Trustee. (a) The Trustee hereunder shall at all times be a corporationbank, a trust company, a bank an association or a banking association: (i) corporation organized and doing business under the laws of the United States of America or any State state thereof or the District of Columbia; (ii) , authorized under such laws to exercise trust powers; (iii) , having a -321- combined capital and surplus of at least $[50,000,000.00] (iv) 50,000,000 and subject to supervision or examination by federal or state banking authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporationbank, trust company, bank association or 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, then for the purposes of this Section 8.06, section the combined capital and surplus of such corporationbank, trust company, bank association or 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. No Person The Trustee shall become at all times maintain a successor trustee hereunder long-term unsecured debt rating of at least (a) "AA-" from S&P (or "A+" from S&P, if the succession Trustee's short-term unsecured debt rating is at least "A-1" by S&P) and "Aa3" from Xxxxx'x, or (b) in the case of either Rating Agency, (i) "A-" from 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 Person would capacity, or (ii) such other rating as shall not result in a qualificationan Adverse Rating Event with respect to any Class of Certificates, downgrading or withdrawal as confirmed in writing by such Rating Agency. The Trustee shall at all times satisfy the requirements of any Section 26(a)(1) of the ratings then assigned by Investment Company Act of 1940, as amended. The Trustee's acting in such capacity shall not adversely affect the Rating Agencies application of the Prohibited Transaction Exemption to the Investment Grade Certificates. In case If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Sectionsection, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07; provided that the Trustee shall not be required to resign due to the existence of an affiliation described in the last sentence of this Section 8.06 until such time as it has actual knowledge or receives written notice of the existence of such affiliation; and provided, further, that if the Trustee shall cease to be so eligible because its combined capital and surplus is no longer at least $50,000,000 or its long-term unsecured debt rating no 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 an Adverse Rating Event with respect 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 adversely affected thereby. The corporationbank, trust company, bank corporation or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan SellerMaster Servicer, the Special Servicer and their respective Affiliates. Notwithstanding the foregoing, except to the extent permitted or required by Section 7.02, the Trustee shall not be an "affiliate" (as such term is defined in Section III of PTE 2000-58) of the Master Servicer, the Special Servicer, any Sub-Servicer, the REMIC Administrator and their respective AffiliatesDepositor, or any obligor with respect to Trust Mortgage Loans constituting more than 5% of the aggregate unamortized principal balance of the Mortgage Pool as of the Closing Date or any "affiliate" (as such term is defined in Section III of PTE 2000-58) of any such Person.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a trust company, a bank or a banking association: (i) organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia; (ii) authorized under such laws to exercise trust powers; (iii) having a combined capital and surplus of at least $[50,000,000.00] 50,000,000; (iv) subject to supervision or examination by federal or state authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____Aa3" by ______ Moody's and "_____AA-" by _____ S&P (or "A+" by S&P, if the Trustee's unsecured shxxx xxxm debt is rated at least "A-1" by S&P) and whose short-term unsecured debt obligations are rated not less than "F-1" by Fitch (or, in the case of [each] each Rating Agency, such lower ratings other rating as would not, each such Rating Agency shall permit so long as confirmed it is accompanied by a statement in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of that any of the then-current ratings assigned by such Rating Agency to the Certificatesrespective Classes of the Certificates or Companion Loan Securities would not be downgraded, qualified (if applicable) or withdrawn as a result of such rating). If such corporation, trust company, bank or 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, trust company, bank or banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. No Person shall become a successor trustee hereunder if the succession of such Person would result in a qualificationdowngrade, downgrading qualification (if applicable) or withdrawal of any of the ratings then assigned by the Rating Agencies to the CertificatesCertificates or Companion Loan Securities. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this SectionSection 8.06, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. Notwithstanding the foregoing, if the Trustee meets the requirements of clauses (i) through (iv) above, but does not meet the requirements of clause (v) above, the Trustee shall be deemed to meet the requirements of such clause (v) if (a) it appoints a fiscal agent as a back-up advancer that satisfies the requirements of such clause (v) and (b) such fiscal agent shall have assumed in writing all obligations of the Trustee to make Advances under this Agreement as and when required of the Trustee. The corporation, trust company, bank or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator and their respective Affiliates.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation, a bank, trust company, a bank company or a banking association: (i) association organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia; (ii) , authorized under such laws to exercise trust powers; (iii) , having a combined capital and surplus of at least $[50,000,000.00] (iv) 50,000,000 and subject to supervision or examination by federal or state authority; and (v) whose long-term senior unsecured debt (or that of its fiscal agent) is rated not less than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating Agency, such lower ratings as would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporation, bank, trust company, bank company or 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 8.06, the combined capital and surplus of such corporation, bank, trust company, bank company or banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. No Person In addition, the Trustee shall become at all times meet the requirements of Section 26(a)(1) of the Investment Company Act, and the affiliations of the Trustee shall not adversely affect the availability of PTE 89-90 with respect to any Class of investment grade rated Certificates. Furthermore, the Trustee shall at all times maintain a successor trustee hereunder if long-term unsecured debt rating of no less than "Aa3" from Moody's and "AA" from S&P and Fitch (or, in the succession case of either Rating Xxxxxx, such Person would lower rating as will not result in an Adverse Rating Event with respect to any Class of Rated Certificates, as confirmed in writing to the Trustee and the Depositor by such Rating Agency); provided that the Trustee shall not cease to be eligible to serve as such based on a qualificationfailure to satisfy such rating requirements so long as the Trustee maintains a long-term unsecured debt rating of no less than "BBB" from S&P and Fitch (or, downgrading or withdrawal in the case of either Rating Agency, such lower rating as will not result in an Adverse Rating Event with respect to any Class of Rated Certificates, as confirmed in writing to the ratings then assigned Trustee and the Depositor by such Rating Agency) and a Fiscal Agent meeting the requirements of Section 8.13 has been appointed by the Rating Agencies to the CertificatesTrustee and is then currently serving in such capacity. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this SectionSection 8.06, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, bank, trust company, bank company or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the any Mortgage Loan Seller, the either Master Servicer, the either Special Servicer, the REMIC Administrator Servicer and their respective Affiliates; provided, however, that none of (i) the Depositor, (ii) any Person involved in the organization or operation of the Depositor or the Trust, (iii) either Master Servicer or either Special Servicer (except during any period when the Trustee has assumed the duties of a Master Servicer or a 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.