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

Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times be a corporation or association organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $50,000,000, and subject to supervision or examination by federal or state authority, and the Trustee shall not be an Affiliate of any other member of the Restricted Group (other than an Underwriter and, during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02 , the Master Servicer). Further, (i) the Trustee is required to maintain a rating on its unsecured long term debt of at least (A) “A” by Fitch and (B) “A1” by Xxxxx’x (or “A2” by Xxxxx’x if the Trustee has a short term debt rating of at least “P-1” from Xxxxx’x; provided, that the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as long as (a) it has a rating on its long-term unsecured debt of at least “Baa2” by Xxxxx’x and “A-” by Fitch, (b) it has a rating on its short-term debt obligations of at least “P-2” by Xxxxx’x and “F1” by Fitch, and (c) the Master Servicer has a rating on its long-term senior unsecured debt of at least “A2” by Xxxxx’x and “A+” by Fitch (or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation), and (ii) the Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “BBB+” by Fitch and (B) “Baa2” by Xxxxx’x (or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation). In addition, the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act. If a corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of a Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, 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 or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times be a corporation or association organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $50,000,000100,000,000, and subject to supervision or examination by federal or state authority, and the Trustee shall not be an Affiliate of any other member of the Restricted Group (other than an Underwriter and, during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02 7.02, the Master Servicer). FurtherNeither the Trustee nor the Certificate Administrator shall be the Third Party Purchaser or the Centre Retaining Third Party Purchaser, (i) the or a Risk Retention Affiliate of either such entity. The Trustee is required to maintain (A) a rating on its unsecured long term-debt of at least “BBB+” by S&P and (B) a rating on its unsecured long term-debt of at least “A-“ by Fitch or a rating on its short-term debt of at least “F1” by Fitch; provided, however, that Wilmington Trust, National Association, as the initial trustee will be deemed to have met the eligibility requirements in (A) “A” by Fitch and (B) “A1” by Xxxxx’x (or “A2” by Xxxxx’x if the Trustee has a short term debt rating of at least “P-1” from Xxxxx’x; provided, that the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as above for so long as (a) it has a rating on its unsecured long-term unsecured debt of at least “Baa2BBB” by Xxxxx’x from S&P and a short term debt rating of at least “A-A-2” by Fitchfrom S&P, (b) it has a rating on its unsecured long-term debt of at least “BBB” by Fitch or a rating on its short-term debt obligations of at least “P-2F2” by Xxxxx’x and “F1” by Fitch, Fitch and (c) the Master Servicer has (i) a rating on its unsecured long-term senior unsecured debt of at least “A2A” by Xxxxx’x S&P and a rating on its short-term debt of at least “A+A-1” from S&P and (ii) a rating on its unsecured long-term debt of a least “A” by Fitch or a rating on its short-term debt of at least “F1” by Fitch (or or, in the case of any Rating Agency’s rating requirement set forth above in this sentence, such other rating with respect to which the Rating Agencies have provided a applicable Rating Agency Confirmation), and (ii) the Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “BBB+” by Fitch and (B) “Baa2” by Xxxxx’x (or such other rating with respect to which the Rating Agencies have has provided a Rating Agency Confirmation). In addition, the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act. The Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “BBB+” by S&P (or “BBB” by S&P if the Certificate Administrator’s unsecured short term debt is rated at least “A-2” by S&P) and (B) “BBB+” by Fitch (or, in the case of any Rating Agency’s rating requirement set forth above in this sentence, such other rating with respect to which the applicable Rating Agency has provided a Rating Agency Confirmation). If a corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of a Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, 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 or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times be a corporation or association organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $50,000,000100,000,000, and subject to supervision or examination by federal or state authority, and the Trustee shall not be an Affiliate of any other member of the Restricted Group (other than an Underwriter and, during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02 , the Master Servicer). Further, (i) the The Trustee is required to maintain (A) a rating on its unsecured long term-debt of at least “A2” by Xxxxx’x and (B) a rating on its unsecured long term-debt of at least “A-” by Fitch or a rating on its short-term debt of at least “F1” by Fitch; provided, however, that Deutsche Bank Trust Company Americas as the initial trustee will be deemed to have met the eligibility requirements in (A) “A” by Fitch and (B) “A1” by Xxxxx’x (or “A2” by Xxxxx’x if the Trustee has a short term debt rating of at least “P-1” from Xxxxx’x; provided, that the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as above for so long as (a) it has a rating on its long-term unsecured debt of at least “Baa2Baa3” by Xxxxx’x and or a rating on its short-term unsecured debt of at least “A-P-2” by FitchXxxxx’x, (b) it has a rating on its unsecured long-term debt of at least “BBB” by Fitch or a rating on its short-term debt obligations rating of at least “P-2” by Xxxxx’x and “F1F2” by Fitch, and (c) the Master Servicer has (i) a rating on its unsecured long-term senior unsecured debt of at least “A2” by Xxxxx’x or a rating on its short-term unsecured debt of at least “P-1” by Xxxxx’x and (ii) a rating on its unsecured long-term debt of a least “A+A” by Fitch or a rating on its short-term debt of at least “F1” by Fitch (or or, in the case of any Rating Agency’s rating requirement set forth above in this sentence, such other rating with respect to which the Rating Agencies have provided a applicable Rating Agency Confirmation), and (ii) the Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “BBB+” by Fitch and (B) “Baa2” by Xxxxx’x (or such other rating with respect to which the Rating Agencies have has provided a Rating Agency Confirmation). In addition, the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act. The Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “Baa2” by Xxxxx’x and (B) “BBB+” by Fitch (or, in the case of any Rating Agency’s rating requirement set forth above in this sentence, such other rating with respect to which the applicable Rating Agency has provided a Rating Agency Confirmation). If a corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of a Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, 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 or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times be a corporation or association organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $50,000,000100,000,000, and subject to supervision or examination by federal or state authority, and the Trustee shall not be an Affiliate of any other member of the Restricted Group (other than an Underwriter and, during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02 7.02, the Master Servicer). Further, (i) the The Trustee is required to maintain (A) a rating on its unsecured long term term-debt of at least “BBB” by S&P, (AB) a rating on its unsecured long term-debt of at least “A” by Fitch and (B) “A1” by Xxxxx’x (or “A2” by Xxxxx’x if the Trustee has a short term debt rating of at least “P-1” from Xxxxx’x; provided, that the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as long as (a) it has a rating on its long-term unsecured debt of at least “Baa2” by Xxxxx’x and “A-” by Fitch, (b) it has a rating on its short-term debt obligations of at least “P-2” by Xxxxx’x and “F1” by Fitch, Fitch and (cC) the Master Servicer has a rating on its unsecured long-term senior unsecured debt of at least “A2BBB-” by Xxxxx’x KBRA (or, if not rated by KBRA, then at least an equivalent rating by two other NRSROs which may include S&P and Fitch) and (D) a rating on its unsecured long-term debt of at least “A+A” by Fitch DBRS Morningstar (or or, if not rated by DBRS Morningstar, then at least an equivalent rating by any two other NRSROs) or, in the case of any Rating Agency’s rating requirement set forth in this sentence, such other rating with respect to which the Rating Agencies have provided a applicable Rating Agency Confirmation), and (ii) the Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “BBB+” by Fitch and (B) “Baa2” by Xxxxx’x (or such other rating with respect to which the Rating Agencies have has provided a Rating Agency Confirmation). In addition, the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act. The Certificate Administrator is required to maintain a rating on its unsecured long-term debt of at least “BBB” by DBRS Morningstar (or, if not rated by DBRS Morningstar, an equivalent rating by any two other NRSROs), except that Computershare Trust Company, National Association, acting in the capacity of Certificate Administrator, will be deemed to have satisfied the requirement set forth in this sentence for so long as it has a long term credit rating of at least BBB by at least one NRSRO (or such other rating with respect to which DBRS Morningstar has provided a Rating Agency Confirmation). If a corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of a Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, 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 or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times be a corporation or association organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $50,000,000, and subject to supervision or examination by federal or state authority, and the Trustee shall not be an Affiliate of any other member of the Restricted Group (other than an Underwriter and, during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02 , the Master Servicer). Further, (i) the Trustee is required to maintain a rating on its unsecured long term debt of at least (A) “A” by Fitch and (B) “A1” by Xxxxx’x (or “A2” by Xxxxx’x if the Trustee has a short term debt rating of at least “P-1” from Xxxxx’x; provided, however, that solely with respect to Deutsche Bank Trust Company Americas as the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as initial Trustee, for so long as (a) it has the Master Servicer maintains a rating on its long-unsecured long term debt of at least “A2” by Xxxxx’x and a short term debt rating of at least “P-1” from Xxxxx’x, the initial Trustee will be deemed to have met the eligibility requirement in this clause (i)(B) if it maintains a rating on its unsecured long term debt of at least “Baa2” by Xxxxx’x and “A-” by Fitch, (b) it has a rating on its short-short term debt obligations rating of at least “P-2” by Xxxxx’x and “F1” by Fitch, and (cfrom Xxxxx’x) the Master Servicer has a rating on its long-term senior unsecured debt of at least “A2” by Xxxxx’x and “A+” by Fitch (or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation), and (ii) the Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “BBB+” by Fitch and (B) “Baa2” by Xxxxx’x (or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation). In addition, the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act. If a corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of a Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, 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 or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times be a corporation or association organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $50,000,000100,000,000, and subject to supervision or examination by federal or state authority, and the Trustee shall not be an Affiliate of any other member of the Restricted Group (other than an Underwriter and, during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02 7.02, the Master Servicer). Further, (i) Neither the Trustee nor the Certificate Administrator shall be the Third Party Purchaser or a Risk Retention Affiliate of the Third Party Purchaser. The Trustee is required to maintain (A) a rating on its unsecured long term-debt of at least “BBB+” by S&P, (B) a rating on its unsecured long term-debt of at least “A” by Fitch or a rating on its short-term debt of at least (A) “AF1” by Fitch and (BC) “A1” by Xxxxx’x (or “A2” by Xxxxx’x if the Trustee has a short term rating on its unsecured long term-debt rating of at least “P-1A” from Xxxxx’xby DBRS (or, if not rated by DBRS, an equivalent rating by two (2) other NRSROs (which may include S&P and Fitch); provided, however, that Wilmington Trust, National Association as the Trustee initial trustee will not become ineligible be deemed to serve based on a failure to satisfy such rating have met the eligibility requirements as in (A) through (C) above for so long as (a) it has a rating on its unsecured long-term unsecured debt of at least “Baa2BBB” by Xxxxx’x from S&P and a short term debt rating of at least “A-A-2” by Fitchfrom S&P, (b) it has a rating on its unsecured long-term debt of at least “BBB” by Fitch or a rating on its short-term debt obligations of at least “P-2” by Xxxxx’x and “F1F2” by Fitch, (c) it has a rating on its unsecured long-term debt of at least “A(low)” by DBRS and a rating on its short-term debt of at least “R-1(low) by DBRS (or, if not rated by DBRS, an equivalent rating by two (2) other NRSROs (which may include S&P and Fitch)) and (cd) the Master Servicer has (i) a rating on its unsecured long-term senior unsecured debt of at least “A2A” by Xxxxx’x S&P and a rating on its short-term debt of at least “A+A-1” from S&P, (ii) a rating on its unsecured long-term debt of at least “A” by Fitch or a rating on its short-term debt of at least “F1” by Fitch and (or iii) a rating on its unsecured long-term debt of at least “A” by DBRS (or, if not rated by DBRS, an equivalent rating by two (2) other NRSROs (which may include S&P and Fitch) (or, in the case of any Rating Agency’s rating requirement set forth above in this sentence, such other rating with respect to which the Rating Agencies have provided a applicable Rating Agency Confirmation), and (ii) the Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “BBB+” by Fitch and (B) “Baa2” by Xxxxx’x (or such other rating with respect to which the Rating Agencies have has provided a Rating Agency Confirmation). In addition, the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act. The Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “BBB+” by S&P (or “BBB” by S&P if the Certificate Administrator’s unsecured short term debt is rated at least “A-2” by S&P), (B) “BBB+” by Fitch and (C) at least “BBB” by DBRS (or, if not rated by DBRS, an equivalent rating by two (2) other NRSROs (which may include S&P and Fitch) (or, in the case of any Rating Agency’s rating requirement set forth above in this sentence, such other rating with respect to which the applicable Rating Agency has provided a Rating Agency Confirmation). If a corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of a Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, 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 or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times be a corporation or association organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $50,000,000100,000,000, and subject to supervision or examination by federal or state authority, and the Trustee shall not be an Affiliate of any other member of the Restricted Group (other than an Underwriter and, during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02 , the Master Servicer). Further, (i) Neither the Trustee nor the Certificate Administrator shall be the Third Party Purchaser or a Risk Retention Affiliate of the Third Party Purchaser. The Trustee is required to maintain (A) a rating on its unsecured long term-debt of at least “BBB+” by S&P, (B) a rating on its unsecured long term-debt of at least “A” by Fitch or a rating on its short-term debt of at least (A) “AF1” by Fitch and (BC) “A1” by Xxxxx’x (or “A2” by Xxxxx’x if the Trustee has a short term rating on its unsecured long term-debt rating of at least “P-1A” from Xxxxx’xby DBRS Morningstar (or, if not rated by DBRS Morningstar, an equivalent rating by two (2) other NRSROs (which may include S&P and Fitch); provided, however, that Wilmington Trust, National Association as the Trustee initial trustee will not become ineligible be deemed to serve based on a failure to satisfy such rating have met the eligibility requirements as in (A) through (C) above for so long as (a) it has a rating on its unsecured long-term unsecured debt of at least “Baa2BBB” by Xxxxx’x from S&P and a short term debt rating of at least “A-A-2” by Fitchfrom S&P, (b) it has a rating on its unsecured long-term debt of at least “BBB” by Fitch or a rating on its short-term debt obligations of at least “P-2” by Xxxxx’x and “F1F2” by Fitch, (c) it has a rating on its unsecured long-term debt of at least “A(low)” by DBRS Morningstar and a rating on its short-term debt of at least “R-1(low) by DBRS Morningstar (or, if not rated by DBRS Morningstar, an equivalent rating by two (2) other NRSROs (which may include S&P and Fitch)) and (cd) the Master Servicer has (i) a rating on its unsecured long-term senior unsecured debt of at least “A2A” by Xxxxx’x S&P and a rating on its short-term debt of at least “A+A-1” from S&P, (ii) a rating on its unsecured long-term debt of at least “A” by Fitch or a rating on its short-term debt of at least “F1” by Fitch and (or iii) a rating on its unsecured long-term debt of at least “A” by DBRS Morningstar (or, if not rated by DBRS Morningstar, an equivalent rating by two (2) other NRSROs (which may include S&P and Fitch) (or, in the case of any Rating Agency’s rating requirement set forth above in this sentence, such other rating with respect to which the Rating Agencies have provided a applicable Rating Agency Confirmation), and (ii) the Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “BBB+” by Fitch and (B) “Baa2” by Xxxxx’x (or such other rating with respect to which the Rating Agencies have has provided a Rating Agency Confirmation). In addition, the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act. The Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “BBB+” by S&P (or “BBB” by S&P if the Certificate Administrator’s unsecured short term debt is rated at least “A-2” by S&P), (B) “BBB+” by Fitch and (C) at least “BBB” by DBRS Morningstar (or, if not rated by DBRS Morningstar, an equivalent rating by two (2) other NRSROs (which may include S&P and Fitch) (or, in the case of any Rating Agency’s rating requirement set forth above in this sentence, such other rating with respect to which the applicable Rating Agency has provided a Rating Agency Confirmation). If a corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of a Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, 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 or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times be a corporation or association organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $50,000,000100,000,000, and subject to supervision or examination by federal or state authority, and the Trustee shall not be an Affiliate of any other member of the Restricted Group (other than an Underwriter and, during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02 7.02, the Master Servicer). Further, (i) the The Trustee is required to maintain (A) a rating on its unsecured long term-debt of at least “BBB+” by S&P, (B) a rating on its unsecured long term-debt of at least “A” by Fitch or a rating on its short-term debt of at least (A) “AF1” by Fitch and (BC) “A1” by Xxxxx’x (or “A2” by Xxxxx’x if the Trustee has a short term rating on its unsecured long term-debt rating of at least “P-1A” from Xxxxx’xby DBRS Morningstar (or, if not rated by DBRS Morningstar, an equivalent rating by two (2) other NRSROs (which may include S&P and Fitch); provided, however, that Wilmington Trust, National Association as the Trustee initial trustee will not become ineligible be deemed to serve based on a failure to satisfy such rating have met the eligibility requirements as in (A) through (C) above for so long as (a) it has a rating on its unsecured long-term unsecured debt of at least “Baa2BBB” by Xxxxx’x from S&P and a short term debt rating of at least “A-A-2” by Fitchfrom S&P, (b) it has a rating on its unsecured long-term debt of at least “BBB” by Fitch or a rating on its short-term debt obligations of at least “P-2” by Xxxxx’x and “F1F2” by Fitch, (c) it has a rating on its unsecured long-term debt of at least “A(low)” by DBRS Morningstar and a rating on its short-term debt of at least “R-1(low) by DBRS Morningstar (or, if not rated by DBRS Morningstar, an equivalent rating by two (2) other NRSROs (which may include S&P and Fitch)) and (cd) the Master Servicer has (i) a rating on its unsecured long-term senior unsecured debt of at least “A2A” by Xxxxx’x S&P and a rating on its short-term debt of at least “A+A-1” from S&P, (ii) a rating on its unsecured long-term debt of at least “A” by Fitch or a rating on its short-term debt of at least “F1” by Fitch and (or iii) a rating on its unsecured long-term debt of at least “A” by DBRS Morningstar (or, if not rated by DBRS Morningstar, an equivalent rating by two (2) other NRSROs (which may include S&P and Fitch) (or, in the case of any Rating Agency’s rating requirement set forth above in this sentence, such other rating with respect to which the Rating Agencies have provided a applicable Rating Agency Confirmation), and (ii) the Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “BBB+” by Fitch and (B) “Baa2” by Xxxxx’x (or such other rating with respect to which the Rating Agencies have has provided a Rating Agency Confirmation). In addition, the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act. The Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “BBB+” by S&P (or “BBB” by S&P if the Certificate Administrator’s unsecured short term debt is rated at least “A-2” by S&P), (B) “BBB+” by Fitch and (C) at least “BBB” by DBRS Morningstar (or, if not rated by DBRS Morningstar, an equivalent rating by two (2) other NRSROs (which may include S&P and Fitch) (or, in the case of any Rating Agency’s rating requirement set forth above in this sentence, such other rating with respect to which the applicable Rating Agency has provided a Rating Agency Confirmation). If a corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of a Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, 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 or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times (i) be a corporation or association organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having (ii) have a combined capital and surplus of at least $50,000,000, (iii) (a) have a rating on its unsecured long term debt of at least “A2” by Mxxxx’x and, if rated by KBRA, an equivalent rating by KBRA , and (b) have a rating on its unsecured short-term debt of at least “P-1” by Mxxxx’x and, if rated by KBRA, a rating by KBRA at least equivalent to “P-1” by Mxxxx’x, or have such other rating(s) with respect to which the Rating Agencies have provided a Rating Agency Confirmation, (iv) be subject to supervision or examination by federal or state authority, and the Trustee shall (v) not be an Affiliate of any other member of the Restricted Group Master Servicer (other than an Underwriter and, except during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02 , the Master Servicer). Further, (i7.02) the Trustee is required to maintain a rating on its unsecured long term debt of at least (A) “A” by Fitch and (Bvi) “A1” by Xxxxx’x (or “A2” by Xxxxx’x if the Trustee has not be an entity that is a short term debt rating of at least “P-1” from Xxxxx’x; provided, that the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as long as (a) it has a rating on its long-term unsecured debt of at least “Baa2” by Xxxxx’x and “A-” by Fitch, (b) it has a rating on its short-term debt obligations of at least “P-2” by Xxxxx’x and “F1” by Fitch, and (c) the Master Servicer has a rating on its long-term senior unsecured debt of at least “A2” by Xxxxx’x and “A+” by Fitch (or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation), and (ii) the Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “BBB+” by Fitch and (B) “Baa2” by Xxxxx’x (or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation). In addition, the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company ActProhibited Party. If a corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of a either Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, 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 or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times be a corporation or association organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $50,000,000100,000,000, and subject to supervision or examination by federal or state authority, and the Trustee shall not be an Affiliate of any other member of the Restricted Group (other than an Underwriter and, during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02 , the Master Servicer). Further, (i) Neither the Trustee nor the Certificate Administrator shall be the Third Party Purchaser or a Risk Retention Affiliate of the Third Party Purchaser. The Trustee is required to maintain (A) a rating on its unsecured long term-debt of at least “BBB+” by S&P, (B) a rating on its unsecured long term-debt of at least “A-” by Fitch or a rating on its short-term debt of at least (A) “AF1” by Fitch and (BC) “A1” by Xxxxx’x (or “A2” by Xxxxx’x if the Trustee has a short term rating on its unsecured long term-debt rating of at least “P-1A” from Xxxxx’xby DBRS (or, if not rated by DBRS, an equivalent rating by two (2) other NRSROs (which may include S&P and Fitch); provided, however, that Wilmington Trust, National Association as the Trustee initial trustee will not become ineligible be deemed to serve based on a failure to satisfy such rating have met the eligibility requirements as in (A) through (C) above for so long as (a) it has a rating on its unsecured long-term unsecured debt of at least “Baa2BBB” by Xxxxx’x from S&P and a short term debt rating of at least “A-A-2” by Fitchfrom S&P, (b) it has a rating on its unsecured long-term debt of at least “BBB” by Fitch or a rating on its short-term debt obligations rating of at least “P-2” by Xxxxx’x and “F1F2” by Fitch, (c) it has a rating on its unsecured long-term debt of at least “A(low)” by DBRS and a rating on its short-term debt of at least “R-1(low) by DBRS (or, if not rated by DBRS, an equivalent rating by two (2) other NRSROs (which may include S&P and Fitch)) and (cd) the Master Servicer has (i) a rating on its unsecured long-term senior unsecured debt of at least “A2A” by Xxxxx’x S&P and a rating on its short-term debt of at least “A+A-1” from S&P, (ii) a rating on its unsecured long-term debt of a least “A” by Fitch or a rating on its short-term debt of at least “F1” by Fitch and (or iii) a rating on its unsecured long-term debt of at least “A” by DBRS (or, if not rated by DBRS, an equivalent rating by two (2) other NRSROs (which may include S&P and Fitch) (or, in the case of any Rating Agency’s rating requirement set forth above in this sentence, such other rating with respect to which the Rating Agencies have provided a applicable Rating Agency Confirmation), and (ii) the Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “BBB+” by Fitch and (B) “Baa2” by Xxxxx’x (or such other rating with respect to which the Rating Agencies have has provided a Rating Agency Confirmation). In addition, the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act. The Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “BBB+” by S&P (or “BBB” by S&P if the Certificate Administrator’s unsecured short term debt is rated at least “A-2” by S&P), (B) “BBB+” by Fitch and (C) at least “BBB” by DBRS (or, if not rated by DBRS, an equivalent rating by two (2) other NRSROs (which may include S&P and Fitch) (or, in the case of any Rating Agency’s rating requirement set forth above in this sentence, such other rating with respect to which the applicable Rating Agency has provided a Rating Agency Confirmation). If a corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of a Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, 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 or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times be a corporation or association organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $50,000,000100,000,000, and subject to supervision or examination by federal or state authority, and the Trustee shall not be an Affiliate of any other member of the Restricted Group (other than an Underwriter and, during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02 , the Master Servicer). Further, (i) the The Trustee is required to maintain (A) a rating on its unsecured long term-debt of at least “A2” by Xxxxx’x, (B) a rating on its unsecured long term-debt of at least “A-” by Fitch or a rating on its short-term debt of at least “F1” by Fitch, (AC) a rating on its unsecured long term-debt of at least “A” by DBRS (or, if not rated by DBRS, an equivalent rating by two (2) other NRSROs (which may include S&P, Fitch and Xxxxx’x) and (BD) “A1” by Xxxxx’x (or “A2” by Xxxxx’x if the Trustee has a short term rating on its unsecured long term-debt rating of at least “P-1BBB+” from Xxxxx’xby S&P ; provided, however, that Wilmington Trust, National Association as the Trustee initial trustee will not become ineligible be deemed to serve based on a failure to satisfy such rating have met the eligibility requirements as in (A) through (D) above for so long as (a) it has a rating on its long-term unsecured debt of at least “Baa2Baa3” by Xxxxx’x and or a rating on its short-term unsecured debt of at least “A-P-2” by FitchXxxxx’x, (b) it has a rating on its unsecured long-term debt of at least “BBB” by Fitch or a rating on its short-term debt obligations rating of at least “P-2” by Xxxxx’x and “F1F2” by Fitch, (c) it has a rating on its unsecured long-term debt of at least “A(low)” by DBRS and a rating on its short-term debt of at least “R-1(low) by DBRS (or, if not rated by DBRS, an equivalent rating by two (2) other NRSROs (which may include S&P, Fitch and Xxxxx’x)), (d) it has a rating on its unsecured long-term debt of at least “BBB” from S&P and a short term debt rating of at least “A-2” from S&P and (ce) the Master Servicer has (i) a rating on its unsecured long-term senior unsecured debt of at least “A2” by Xxxxx’x and or a rating on its short-term unsecured debt of at least “A+P-1” by Xxxxx’x, (ii) a rating on its unsecured long-term debt of a least “A” by Fitch or a rating on its short-term debt of at least “F1” by Fitch, (or iii) a rating on its unsecured long-term debt of at least “A” by DBRS (or, if not rated by DBRS, an equivalent rating of two (2) other NRSROs (which may include S&P, Fitch and Xxxxx’x) and (iv) a rating on its unsecured long-term debt of at least “A” by S&P and a rating on its short-term debt of at least “A-1” from S&P (or, in the case of any Rating Agency’s rating requirement set forth above in this sentence, such other rating with respect to which the Rating Agencies have provided a applicable Rating Agency Confirmation), and (ii) the Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “BBB+” by Fitch and (B) “Baa2” by Xxxxx’x (or such other rating with respect to which the Rating Agencies have has provided a Rating Agency Confirmation). In addition, the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act. The Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “Baa2” by Xxxxx’x, (B) “BBB+” by Fitch, (C) if rated by DBRS, at least “BBB” by DBRS (or, if not rated by DBRS, an equivalent rating by two (2) other NRSROs (which may include S&P, Fitch and Xxxxx’x) and (D) “BBB+” by S&P (or “BBB” by S&P if the Certificate Administrator’s unsecured short term debt is rated at least “A-2” by S&P) (or, in the case of any Rating Agency’s rating requirement set forth above in this sentence, such other rating with respect to which the applicable Rating Agency has provided a Rating Agency Confirmation). If a corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of a Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, 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 or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times be a corporation or association organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $50,000,000100,000,000, and subject to supervision or examination by federal or state authority, and the Trustee shall not be an Affiliate of any other member of the Restricted Group (other than an Underwriter and, during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02 , the Master Servicer). Further, (i) Neither the Trustee nor the Certificate Administrator shall be the Third Party Purchaser or a Risk Retention Affiliate of the Third Party Purchaser. The Trustee is required to maintain (A) a rating on its unsecured long term-debt of at least “BBB+” by S&P, (B) a rating on its unsecured long term-debt of at least “A-” by Fitch or a rating on its short-term debt of at least (A) “AF1” by Fitch and (BC) “A1” by Xxxxx’x (or “A2” by Xxxxx’x if the Trustee has a short term rating on its unsecured long term-debt rating of at least “P-1A” from Xxxxx’xby DBRS (or, if not rated by DBRS, an equivalent rating by two (2) other NRSROs (which may include S&P and Fitch); provided, however, that Wilmington Trust, National Association as the Trustee initial trustee will not become ineligible be deemed to serve based on a failure to satisfy such rating have met the eligibility requirements as in (A) through (C) above for so long as (a) it has a rating on its unsecured long-term unsecured debt of at least “Baa2BBB” by Xxxxx’x from S&P and a short term debt rating of at least “A-A-2” by Fitchfrom S&P, (b) it has a rating on its unsecured long-term debt of at least “BBB” by Fitch or a rating on its short-term debt obligations of at least “P-2” by Xxxxx’x and “F1F2” by Fitch, (c) it has a rating on its unsecured long-term debt of at least “A(low)” by DBRS and a rating on its short-term debt of at least “R-1(low) by DBRS (or, if not rated by DBRS, an equivalent rating by two (2) other NRSROs (which may include S&P and Fitch)) and (cd) the Master Servicer has (i) a rating on its unsecured long-term senior unsecured debt of at least “A2A” by Xxxxx’x S&P and a rating on its short-term debt of at least “A+A-1” from S&P, (ii) a rating on its unsecured long-term debt of a least “A” by Fitch or a rating on its short-term debt of at least “F1” by Fitch and (or iii) a rating on its unsecured long-term debt of at least “A” by DBRS (or, if not rated by DBRS, an equivalent rating by two (2) other NRSROs (which may include S&P and Fitch) (or, in the case of any Rating Agency’s rating requirement set forth above in this sentence, such other rating with respect to which the Rating Agencies have provided a applicable Rating Agency Confirmation), and (ii) the Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “BBB+” by Fitch and (B) “Baa2” by Xxxxx’x (or such other rating with respect to which the Rating Agencies have has provided a Rating Agency Confirmation). In addition, the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act. The Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “BBB+” by S&P (or “BBB” by S&P if the Certificate Administrator’s unsecured short term debt is rated at least “A-2” by S&P), (B) “BBB+” by Fitch and (C) at least “BBB” by DBRS (or, if not rated by DBRS, an equivalent rating by two (2) other NRSROs (which may include S&P and Fitch) (or, in the case of any Rating Agency’s rating requirement set forth above in this sentence, such other rating with respect to which the applicable Rating Agency has provided a Rating Agency Confirmation). If a corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of a Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, 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 or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times be a corporation or association organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $50,000,000100,000,000, and subject to supervision or examination by federal or state authority, and the Trustee shall not be an Affiliate of any other member of the Restricted Group (other than an Underwriter and, during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02 7.02, the Master Servicer). FurtherNeither the Trustee nor the Certificate Administrator shall be the 000 Xxxxx Xxxxxx Retaining Third Party Purchaser, (i) the or a Risk Retention Affiliate of such entity. The Trustee is required to maintain (A) a rating on its unsecured long-term debt of at least “BBB+” by S&P, (B) a rating on its unsecured long term-debt of at least “A” by Fitch or a rating on its short-term debt of at least “F1” by Fitch, (AC) a rating on its unsecured long-term debt of at least “A” by DBRS (or, if not rated by DBRS, an equivalent rating by two (2) other NRSROs (which may include S&P, Fitch and Xxxxx’x), and (BD) “A1” by Xxxxx’x (or a rating on its unsecured long-term debt of at least “A2” by Xxxxx’x if the Trustee has a short term debt rating of at least “P-1” from Xxxxx’x; provided, however, that Wilmington Trust, National Association as the Trustee initial trustee will not become ineligible be deemed to serve based on a failure to satisfy such rating have met the eligibility requirements as in (A) through (D) above for so long as (a) it has a rating on its unsecured long-term unsecured debt of at least “Baa2BBB” by Xxxxx’x from S&P and a short term debt rating of at least “A-A-2” by Fitchfrom S&P, (b) it has a rating on its short-term debt obligations of at least “P-2” by Xxxxx’x and “F1” by Fitch, and (c) the Master Servicer has a rating on its unsecured long-term senior unsecured debt of at least “A2” by Xxxxx’x and “A+BBB” by Fitch (or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation), and (ii) the Certificate Administrator is required to maintain a rating on its unsecured long short-term debt of at least (A) “BBB+F2” by Fitch and (B) “Baa2” by Xxxxx’x (or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation). In addition, the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act. If a corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of a Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, 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 or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.Fitch,

Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times be a corporation or association organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $50,000,000100,000,000, and subject to supervision or examination by federal or state authority, and the Trustee shall not be an Affiliate of any other member of the Restricted Group (other than an Underwriter and, during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02 , the Master Servicer). Further, (i) the The Trustee is required to maintain (A) a rating on its unsecured long term-debt of at least “BBB+” by S&P, (B) a rating on its unsecured long term-debt of at least “A” by Fitch or a rating on its short-term debt of at least (A) “AF1” by Fitch and (BC) “A1” if rated by Xxxxx’x (or “A2” by Xxxxx’x if the Trustee has KBRA, a short term rating on its unsecured long term-debt rating of at least “P-1A-” from Xxxxx’xby KBRA; provided, however, that Wilmington Trust, National Association as the Trustee initial trustee will not become ineligible be deemed to serve based on a failure to satisfy such rating have met the eligibility requirements as in (A) through (C) above for so long as (a) it has a rating on its unsecured long-term unsecured debt of at least “Baa2BBB” by Xxxxx’x from S&P and a short term debt rating of at least “A-A-2” by Fitch, from S&P and (b) it has a rating on its unsecured long-term debt of at least “BBB” by Fitch or a rating on its short-term debt obligations of at least “P-2F2” by Xxxxx’x and “F1” by Fitch, Fitch and (c) the Master Servicer has (i) a rating on its unsecured long-term senior unsecured debt of at least “A2A” by Xxxxx’x S&P and a rating on its short-term debt of at least “A+A-1” from S&P and (ii) a rating on its unsecured long-term debt of a least “A” by Fitch or a rating on its short-term debt of at least “F1” by Fitch (or or, in the case of any Rating Agency’s rating requirement set forth above in this sentence, such other rating with respect to which the Rating Agencies have provided a applicable Rating Agency Confirmation), and (ii) the Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “BBB+” by Fitch and (B) “Baa2” by Xxxxx’x (or such other rating with respect to which the Rating Agencies have has provided a Rating Agency Confirmation). In addition, the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act. The Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “BBB+” by S&P (or “BBB” by S&P if the Certificate Administrator’s unsecured short term debt is rated at least “A-2” by S&P), (B) “BBB+” by Fitch and (C) if rated by KBRA, “A-” by KBRA (or, in the case of any Rating Agency’s rating requirement set forth above in this sentence, such other rating with respect to which the applicable Rating Agency has provided a Rating Agency Confirmation). If a corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of a Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, 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 or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times be a corporation or association organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $50,000,000100,000,000, and subject to supervision or examination by federal or state authority, and the Trustee shall not be an Affiliate of any other member of the Restricted Group (other than an Underwriter and, during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02 7.02, the Master Servicer). Further, (i) the The Trustee is required to maintain (A) a rating on its unsecured long term term-debt of at least (A) “A” by Fitch and (B) “A1” by Xxxxx’x (or “A2” by Xxxxx’x if the Trustee has a short term debt rating of at least “P-1” from Xxxxx’x; provided, that the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as long as (a) it has a rating on its long-term unsecured debt of at least “Baa2” by Xxxxx’x and “A-” by Fitch, (b) it has a rating on its short-term debt obligations of at least “P-2” by Xxxxx’x and “F1” by Fitch, and (cB) the Master Servicer has a rating on its unsecured long-term senior debt of at least “A” by DBRS Morningstar (or, if not rated by DBRS Morningstar, then at least an equivalent rating by two other NRSROs (which may include Fitch and Moody’s)) and (C) a rating on its unsecured long-term debt of at least “A2” by Xxxxx’x and Moody’s or a long-term counterparty risk assessment of at least “A+A2(cr)” by Fitch Moody’s (or or, in the case of any Rating Agency’s rating requirement set forth above in this sentence, such other rating with respect to which the Rating Agencies have provided a applicable Rating Agency Confirmation), and (ii) the Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “BBB+” by Fitch and (B) “Baa2” by Xxxxx’x (or such other rating with respect to which the Rating Agencies have has provided a Rating Agency Confirmation). In addition, the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act. The Certificate Administrator is required to maintain (A) a rating on its unsecured long-term debt of at least “BBB(high)” by DBRS Morningstar (or, if not rated by DBRS Morningstar, then at least an equivalent rating by two (2) other NRSROs (which may include Fitch and Moody’s)), except in the case of Computershare Trust Company, National Association, so long as it has a long-term senior unsecured debt rating or long-term issuer rating of at least “BBB” by at least one NRSRO and (B) a rating on its unsecured long-term debt at least “Baa3” by Moody’s or an issuer rating of at least “Baa3” by Moody’s (or in the case of any Rating Agency’s requirement set forth above in this sentence, such other rating with respect to which the applicable Rating Agency has provided a Rating Agency Confirmation). If a corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of a Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, 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 or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times be a corporation or association organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $50,000,000, and subject to supervision or examination by federal or state authority, and the Trustee shall not be an Affiliate of any other member of the Restricted Group (other than an Underwriter and, during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02 , the Master Servicer). Further, (i) the Trustee is required to maintain (A) a rating on its unsecured long term-debt of at least “A2” by Xxxxx’x, (B) a rating on its unsecured long term-debt of at least “A” by DBRS (or, if not rated by DBRS, an equivalent rating by two other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and (C) a rating on its unsecured long term-debt of at least “A-” by Fitch or a rating on its short-term debt of at least “F1” by Fitch; provided, however, that Deutsche Bank Trust Company Americas as the initial trustee will be deemed to have met the eligibility requirements in (A) “A” by Fitch and through (BC) “A1” by Xxxxx’x (or “A2” by Xxxxx’x if the Trustee has a short term debt rating of at least “P-1” from Xxxxx’x; provided, that the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as above for so long as (a) it has a rating on its long-term unsecured debt of at least “Baa2” by Xxxxx’x and “A-” by FitchXxxxx’x, (b) it has a rating on its unsecured long-term debt of at least “A(low)” by DBRS and a rating on its short-term debt obligations of at least “P-2R-1(low) by DBRS (or, if not rated by DBRS, an equivalent rating by two other NRSROs (which may include S&P, Fitch and Xxxxx’x)), (c) it has a rating on its unsecured long-term debt of at least “BBB” by Xxxxx’x and Fitch or a rating on its short-term debt rating of at least “F1F2” by Fitch, Fitch and (cd) the Master Servicer has a rating on its long-term senior unsecured debt of at least “A2” by Xxxxx’x Xxxxx’x, “A” by DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and “A+” by Fitch (or such other rating with respect to which the applicable Rating Agencies have Agency has provided a Rating Agency Confirmation), and (ii) the Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “Baa2” by Xxxxx’x, (B) if rated by DBRS, at least “BBB” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by two other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and (C) “BBB+” by Fitch and (B) “Baa2” by Xxxxx’x (or such other rating with respect to which the applicable Rating Agencies have Agency has provided a Rating Agency Confirmation). In addition, the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act. If a corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of a Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, 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 or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times be a corporation or association organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $50,000,000100,000,000, and subject to supervision or examination by federal or state authority, and the Trustee shall not be an Affiliate of any other member of the Restricted Group (other than an Underwriter and, during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02 7.02, the Master Servicer). FurtherNeither the Trustee nor the Certificate Administrator shall be the 000 Xxxxx Xxxxxx Retaining Third Party Purchaser, (i) the or a Risk Retention Affiliate of such entity. The Trustee is required to maintain (A) a rating on its unsecured long-term debt of at least “BBB+” by S&P, (B) a rating on its unsecured long term-debt of at least “A” by Fitch or a rating on its short-term debt of at least “F1” by Fitch, (AC) a rating on its unsecured long-term debt of at least “A” by DBRS (or, if not rated by DBRS, an equivalent rating by two (2) other NRSROs (which may include S&P, Fitch and Xxxxx’x), and (BD) “A1” by Xxxxx’x (or a rating on its unsecured long-term debt of at least “A2” by Xxxxx’x if the Trustee has a short term debt rating of at least “P-1” from Xxxxx’x; provided, however, that Wilmington Trust, National Association as the Trustee initial trustee will not become ineligible be deemed to serve based on a failure to satisfy such rating have met the eligibility requirements as in (A) through (D) above for so long as (a) it has a rating on its unsecured long-term unsecured debt of at least “Baa2BBB” by Xxxxx’x from S&P and a short term debt rating of at least “A-A-2” by Fitchfrom S&P, (b) it has a rating on its unsecured long-term debt of at least “BBB” by Fitch or a rating on its short-term debt obligations of at least “F2” by Fitch, (c) it has a rating on its unsecured long-term debt of at least “A(low)” by DBRS and a rating on its short-term debt of at least “R-1(low)” by DBRS (or, if not rated by DBRS, an equivalent rating by two (2) other NRSROs (which may include S&P, Fitch and Xxxxx’x), (d) it has a rating on its unsecured long-term debt of at least “Baa3” by Xxxxx’x or a rating on its short-term debt of at least “P-2” by Xxxxx’x and (e) the master servicer has (i) a rating on its unsecured long-term debt of at least “A” by S&P and a rating on its short-term debt of at least “A-1” from S&P, (ii) a rating on its unsecured long-term debt of a least “A” by Fitch or a rating on its short-term debt of at least “F1” by Fitch, and (ciii) the Master Servicer has a rating on its unsecured long-term senior debt of at least “A” by DBRS (or, if not rated by DBRS, an equivalent rating by two (2) other NRSROs (which may include S&P, Fitch and Xxxxx’x) and (iv) a rating on its unsecured long-term debt of at least “A2” by Xxxxx’x and or a rating on its short-term unsecured debt of at least “A+P-1” by Fitch Xxxxx’x (or or, in the case of any Rating Agency’s rating requirement set forth above in this sentence, such other rating with respect to which the applicable Rating Agencies have Agency has provided a Rating Agency Confirmation), and (ii) the Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “BBB+” by Fitch and (B) “Baa2” by Xxxxx’x (or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation). In addition, the Trustee shall is required to satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act. The Certificate Administrator is required to maintain a rating on its unsecured long-term debt of at least (A) “BBB+” by S&P (or “BBB” by S&P if the Certificate Administrator’s unsecured short term debt is rated at least “A-2” by S&P), (B) “BBB+” by Fitch, (C) at least “BBB” by DBRS (or, if not rated by DBRS, an equivalent rating by two (2) other NRSROs (which may include S&P, Fitch and Xxxxx’x) and (D) “Baa2” by Xxxxx’x (or, in the case of any Rating Agency’s rating requirement set forth above in this sentence, such other rating with respect to which the applicable Rating Agency has provided a Rating Agency Confirmation). If a corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of a Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, 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 or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times times: (i) be a corporation or association organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having ; (ii) have a combined capital and surplus of at least $50,000,000; (a) have a rating on its unsecured long term debt of at least “A2” by Xxxxx’x and “A” by DBRS (provided that the Trustee may maintain a long-term unsecured debt rating of at least “Baa2” by Xxxxx’x and “A(low)” by DBRS if the Master Servicer maintains a rating of at least “A2” by Xxxxx’x and “A” by DBRS) provided that if it is not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs and, and (b) have a rating on its unsecured short-term debt of at least “P 1” by Xxxxx’x, or have such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation; (iv) be subject to supervision or examination by federal or state authority; and (v) in the case of the Trustee, and the Trustee shall not be an Affiliate of any other member of the Restricted Group Master Servicer (other than an Underwriter and, except during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02 , the Master Servicer7.02). Further, (i) the Trustee is required to maintain a rating on its unsecured long term debt of at least (A) “A” by Fitch and (B) “A1” by Xxxxx’x (or “A2” by Xxxxx’x if the Trustee has a short term debt rating of at least “P-1” from Xxxxx’x; provided, that the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as long as (a) it has a rating on its long-term unsecured debt of at least “Baa2” by Xxxxx’x and “A-” by Fitch, (b) it has a rating on its short-term debt obligations of at least “P-2” by Xxxxx’x and “F1” by Fitch, and (c) the Master Servicer has a rating on its long-term senior unsecured debt of at least “A2” by Xxxxx’x and “A+” by Fitch (or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation), and (ii) the Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “BBB+” by Fitch and (B) “Baa2” by Xxxxx’x (or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation). In addition, the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act. If a corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of a Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, 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 or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times be a corporation or association organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $50,000,000100,000,000, and subject to supervision or examination by federal or state authority, and the Trustee shall not be an Affiliate of any other member of the Restricted Group (other than an Underwriter and, during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02 7.02, the Master Servicer). Further, (i) Neither the Trustee nor the Certificate Administrator shall be the Third Party Purchaser or a Risk Retention Affiliate of the Third Party Purchaser. The Trustee is required to maintain (A) a rating on its unsecured long term-debt of at least “BBB+” by S&P, (B) a rating on its unsecured long term-debt of at least “A” by Fitch or a rating on its short-term debt of at least (A) “AF1” by Fitch and (BC) “A1” if rated by Xxxxx’x (or “A2” by Xxxxx’x if the Trustee has KBRA, a short term rating on its unsecured long term-debt rating of at least “P-1A-” from Xxxxx’xby KBRA; provided, however, that Wilmington Trust, National Association as the Trustee initial trustee will not become ineligible be deemed to serve based on a failure to satisfy such rating have met the eligibility requirements as in (A) through (C) above for so long as (a) it has a rating on its unsecured long-term unsecured debt of at least “Baa2BBB” by Xxxxx’x from S&P and a short term debt rating of at least “A-A-2” by Fitchfrom S&P, (b) it has a rating on its unsecured long-term debt of at least “BBB” by Fitch or a rating on its short-term debt obligations of at least “P-2F2” by Xxxxx’x and “F1” by Fitch, Fitch and (c) the Master Servicer has (i) a rating on its unsecured long-term senior unsecured debt of at least “A2A” by Xxxxx’x S&P and a rating on its short-term debt of at least “A+A-1” from S&P and (ii) a rating on its unsecured long-term debt of at least “A” by Fitch or a rating on its short-term debt of at least “F1” by Fitch (or or, in the case of any Rating Agency’s rating requirement set forth above in this sentence, such other rating with respect to which the Rating Agencies have provided a applicable Rating Agency Confirmation), and (ii) the Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “BBB+” by Fitch and (B) “Baa2” by Xxxxx’x (or such other rating with respect to which the Rating Agencies have has provided a Rating Agency Confirmation). In addition, the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act. The Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “BBB+” by S&P (or “BBB” by S&P if the Certificate Administrator’s unsecured short term debt is rated at least “A-2” by S&P), (B) “BBB+” by Fitch and (C) if rated by KBRA, “A-” by KBRA (or, in the case of any Rating Agency’s rating requirement set forth above in this sentence, such other rating with respect to which the applicable Rating Agency has provided a Rating Agency Confirmation). If a corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of a Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, 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 or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the (a) The Trustee and the Certificate Administrator hereunder shall at all times be (i) an institution insured by the FDIC, (ii) a corporation corporation, national bank or association national banking association, organized and doing business under the laws of any state or the United States of AmericaAmerica or of any state thereof, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreementpowers, having a combined capital and surplus of at least not less than $50,000,000, 50,000,000 and subject to supervision or examination by federal or state authority, authority and the Trustee shall not be (iii) an Affiliate of any other member of the Restricted Group (other than an Underwriter and, during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02 , the Master Servicer). Further, (i) the Trustee institution whose long-term senior unsecured debt is required to maintain a rating on its unsecured long term debt of at all times rated at least (A) “A” by Fitch and (B) “A1” by Xxxxx’x Mxxxx’x and “AA (low)” by DBRS (or “A2A (high)” by Xxxxx’x DBRS if the Trustee has a short term debt rating of at least “P-1R-1 (middle)” from Xxxxx’x; providedDBRS) (or, if not rated by DBRS, an equivalent (or higher) rating such as that the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as long as listed above by Mxxxx’x from at least two other NRSROs (awhich may include Fitch, Mxxxx’x and/or S&P)) it and that has a rating on its longshort-term unsecured debt rating from Mxxxx’x of at least “Baa2P-1” by Xxxxx’x and “A-” by Fitch(or, (b) it has a rating on its in the case of any Rating Agency with respect to either the long-term or short-term debt obligations of at least “P-2” by Xxxxx’x and “F1” by Fitch, and (c) the Master Servicer has a rating on its long-term senior unsecured debt of at least “A2” by Xxxxx’x and “A+” by Fitch (or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmationratings specified in this Section 7.5(a), and (ii) such lower rating or ratings as is the Certificate Administrator is required to maintain a rating on its unsecured long term debt subject of at least (A) “BBB+” by Fitch and (B) “Baa2” by Xxxxx’x (or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation). In additionIf such corporation, the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act. If a corporation national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then then, for the purposes of this Section Section, the combined capital and surplus of such corporation corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of a Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, 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 or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.077.6. (b) The Certificate Administrator shall at all times (i) be either a bank or trust company or otherwise authorized under law to exercise corporate trust powers and (ii) have long-term senior unsecured debt rating of at least “A1” by Mxxxx’x and “AA (low)” by DBRS (or “A (high)” by DBRS if the Certificate Administrator has a short term debt rating of at least “R-1 (middle)” from DBRS) (or, if not rated by DBRS, an equivalent (or higher) rating such as that listed above by Mxxxx’x from at least two other NRSROs (which may include Fitch, Mxxxx’x and/or S&P)) and a short-term unsecured debt rating from Mxxxx’x of at least “P-1” (or, in the case of any Rating Agency with respect to either the long-term or short-term ratings specified in this Section 7.5(b), such lower rating or ratings as is the subject of a Rating Agency Confirmation).

Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times be a corporation or association organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $50,000,000100,000,000, and subject to supervision or examination by federal or state authority, and the Trustee shall not be an Affiliate of any other member of the Restricted Group (other than an Underwriter and, during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02 7.02, the Master Servicer). Further, (i) Neither the Trustee is required to nor the Certificate Administrator shall be the Third Party Purchaser, the Loan-Specific Third Party Purchaser, or a Risk Retention Affiliate of such entity. The Trustee shall maintain a rating on its unsecured long term debt of at least (A) “A” by Fitch and (B) “A1” by Xxxxx’x (or “A2” by Xxxxx’x if the Trustee has a short term debt rating of at least “P-1” from Xxxxx’x; provided, that the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as long as (a) it has a rating on its long-term senior unsecured debt or a long-term issuer rating of at least “Baa2A2” by Xxxxx’x and Mxxxx’x or a long-term counterparty risk assessment of at least “A-A2(cr)” by FitchMoody’s (provided, however, that the Trustee may maintain a long-term senior unsecured debt rating or a long-term issuer rating of at least “Baa3” by Mxxxx’x for so long as the Certificate Administrator, in its capacity as the Back-Up Advancing Agent, or the Master Servicer maintains a long-term senior unsecured debt rating or a long-term issuer rating of at least “A2” by Mxxxx’x or a long-term counterparty risk assessment of at least “A2(cr)” by Mxxxx’x), (bB) it has a rating on its long-term senior unsecured debt or an issuer credit rating of at least “A” by Fitch or a rating on its short-term debt obligations of at least “P-2” by Xxxxx’x and “F1” by FitchFitch (provided, and however, that the Trustee shall be deemed to have met the eligibility requirements in this clause (cB) for so long as the Certificate Administrator in its capacity as the Back-Up Advancing Agent or the Master Servicer has a rating on its long-term senior unsecured debt or an issuer credit rating of at least “A2” by Xxxxx’x and “A+A” by Fitch or a short-term debt rating of at least “F1” by Fitch), and (C) a rating on its long-term senior unsecured debt or an issuer credit rating of at least “BBB-” by KBRA (or, if not rated by KBRA, then at least an equivalent rating by two other NRSROs which may include Mxxxx’x and Fxxxx) (or, in the case of any Rating Agency’s rating requirement set forth in clauses (A), (B) or (C) above, such other rating with respect to which the Rating Agencies have provided a applicable Rating Agency Confirmation)has provided a (1) neither the Certificate Administrator nor the Master Servicer has a rating on its long-term senior unsecured debt or an issuer credit rating of at least “A” by Fitch or a short-term debt rating of at least “F1” by Fitch, and (ii2) the Certificate Administrator is required submitted a request for a Rating Agency Confirmation but Fitch did not approve the Certificate Administrator via Rating Agency Confirmation to maintain allow the Certificate Administrator to remain as Back-Up Advancing Agent on this transaction, or (b) (1) neither the Certificate Administrator nor the Master Servicer has a long-term senior unsecured debt rating on its unsecured long or a long-term debt issuer rating of at least (A) “BBB+A2” by Fitch Mxxxx’x or a long-term counterparty risk assessment of at least “A2(cr)” by Mxxxx’x and (B2) “Baa2” by Xxxxx’x (or such other rating with respect to which the Rating Agencies have provided Certificate Administrator submitted a request for a Rating Agency Confirmation). In addition, Confirmation but Mxxxx’x did not approve the Trustee shall satisfy Certificate Administrator via Rating Agency Confirmation to allow the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act. If a corporation or association publishes reports of condition at least annually, pursuant Certificate Administrator to law or to the requirements of the aforesaid supervising or examining authorityremain as Back-Up Advancing Agent on this transaction, then for purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of a Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee or the Certificate Administrator, as applicable, Administrator shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, 8.07 or (ii) pay within 30 days after the Certificate Administrator has actual knowledge or received notice of such tax from its own funds and continue as Trustee or event, appoint another Back-Up Advancing Agent pursuant to Section 8.12 to perform the Certificate Administrator’s obligations to make Advances under this Agreement, as applicableincluding, or (iii) administer the Trust Fund from a state without limitation, under Section 3.20 and local jurisdiction that does not impose such a taxSection 4.06 of this Agreement. In case at any time the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times be a corporation or association organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $50,000,000100,000,000, and subject to supervision or examination by federal or state authority, and the Trustee shall not be an Affiliate of any other member of the Restricted Group (other than an Underwriter and, during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02 7.02, the Master Servicer). Further, (i) the The Trustee is required to shall maintain a rating on its unsecured long term debt of at least (A) “A” by Fitch and (B) “A1” by Xxxxx’x (or “A2” by Xxxxx’x if the Trustee has a short term debt rating of at least “P-1” from Xxxxx’x; provided, that the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as long as (a) it has a rating on its long-term senior unsecured debt or an issuer credit rating of at least “Baa2BBB” by Xxxxx’x and S&P, (B) a rating on its long-term senior unsecured debt or issuer credit rating of at least “A-A” by Fitch, (b) it has Fitch or a rating on its short-term debt obligations of at least “P-2” by Xxxxx’x and “F1” by FitchFitch (provided, however, that the Trustee will be deemed to have met the eligibility requirements in this clause (B) for so long as (i) it has a long-term senior unsecured debt rating or issuer credit rating of at least “BBB-” by Fitch and (cii) the Master Servicer or, if appointed pursuant to Section 8.12, the Advancing Agent, has a rating on its long-term senior unsecured debt of at least “A2” by Xxxxx’x and “A+A” by Fitch or a short-term debt rating of at least “F1” by Fitch), and (C) a rating on its long-term senior unsecured debt or an issuer credit rating of at least “BBB-” by KBRA (or, if not rated by KBRA, then at least an equivalent rating by two other NRSROs which may include S&P and Fitch) (or, in the case of any Rating Agency’s rating requirement set forth in clauses (A), (B) or (C) above, such other rating with respect to which the Rating Agencies have provided a applicable Rating Agency Confirmation), and (ii) the Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “BBB+” by Fitch and (B) “Baa2” by Xxxxx’x (or such other rating with respect to which the Rating Agencies have has provided a Rating Agency Confirmation). In addition, the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act. The Certificate Administrator shall maintain a rating on its long-term senior unsecured debt of at least “BBB-” by KBRA (or an investment grade rating by any other NRSRO, which may include S&P or Fitch). If a corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of a Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, or (iii) administer the Trust Fund from a state and local jurisdiction that does not impose such a tax. In addition, in the event that either (a) (1) neither the Trustee nor the Master Servicer has a rating on its long-term senior unsecured debt of at least “A” by Fitch or a short-term debt rating of at least “F1” by Fitch, and (2) the Trustee submitted a request for a Rating Agency Confirmation but Fitch did not approve the Trustee via Rating Agency Confirmation to allow the Trustee to remain as Trustee on this transaction, or (b) (1) neither the Trustee nor the Master Servicer has a long-term senior unsecured debt rating or an issuer credit rating of at least “BBB” by S&P and (2) the Trustee submitted a request for a Rating Agency Confirmation but S&P did not approve the Trustee via Rating Agency Confirmation to allow the Trustee to remain as Trustee on this transaction, then the Trustee shall either (i) resign immediately in the manner and with the effect specified in Section 8.07 or (ii) within 30 days after the Trustee has actual knowledge or received notice of such event, appoint an Advancing Agent pursuant to Section 8.12 to perform the Trustee’s obligations under Section 3.20 and Section 4.06 of this Agreement. In case at any time the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times times (i) be a corporation or association organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having (ii) have a combined capital and surplus of at least $50,000,000, (iii) (a) have a rating on its unsecured long term debt of at least “A2” by Xxxxx’x and, if rated by KBRA, an equivalent rating by KBRA (provided that the Trustee may maintain a long-term unsecured debt rating of at least “Baa2” by Xxxxx’x and an unsecured short-term debt rating of at least “P-2” by Xxxxx’x, and, if rated by KBRA, an equivalent rating by KBRA, if the Master Servicer maintains a rating of at least “A2” by Xxxxx’x and, if rated by KBRA, an equivalent rating by KBRA), and (b) have a rating on its unsecured short-term debt of at least “P-1” by Xxxxx’x and, if rated by KBRA, an equivalent rating by KBRA, or have such other rating(s) with respect to which the Rating Agencies have provided a Rating Agency Confirmation, (iv) be subject to supervision or examination by federal or state authority, and the Trustee shall (v) not be an Affiliate of any other member of the Restricted Group Master Servicer (other than an Underwriter and, except during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02 , the Master Servicer). Further, (i7.02) the Trustee is required to maintain a rating on its unsecured long term debt of at least (A) “A” by Fitch and (Bvi) “A1” by Xxxxx’x (or “A2” by Xxxxx’x if the Trustee has not be an entity that is a short term debt rating of at least “P-1” from Xxxxx’x; provided, that the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as long as (a) it has a rating on its long-term unsecured debt of at least “Baa2” by Xxxxx’x and “A-” by Fitch, (b) it has a rating on its short-term debt obligations of at least “P-2” by Xxxxx’x and “F1” by Fitch, and (c) the Master Servicer has a rating on its long-term senior unsecured debt of at least “A2” by Xxxxx’x and “A+” by Fitch (or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation), and (ii) the Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “BBB+” by Fitch and (B) “Baa2” by Xxxxx’x (or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation). In addition, the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company ActProhibited Party. If a corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of a either Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, 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 or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times be a corporation or association organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $50,000,000, and subject to supervision or examination by federal or state authority, and the Trustee shall not be an Affiliate of any other member of the Restricted Group (other than an Underwriter and, during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02 , the Master Servicer). Further, (i) the Trustee is required to maintain a rating on its unsecured long term debt of at least (A) “A” by Fitch and (B) “A1” by Xxxxx’x (or “A2” by Xxxxx’x if the Trustee has a short term debt rating of at least “P-1” from Xxxxx’x; provided, however, that solely with respect to Deutsche Bank Trust Company Americas as the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as initial Trustee, for so long as (a) it has the Master Servicer maintains a rating on its long-unsecured long term debt of at least “A2” by Xxxxx’x and a short term debt rating of at least “P-1” from Xxxxx’x, the initial Trustee will be deemed to have met the eligibility requirement in this clause (i)(B) if it maintains a rating on its unsecured long term debt of at least “Baa2” by Xxxxx’x and “A-” by Fitch, (b) it has a rating on its short-short term debt obligations rating of at least “P-2” by Xxxxx’x and “F1” by Fitch, and (cfrom Xxxxx’x) the Master Servicer has a rating on its long-term senior unsecured debt of at least “A2” by Xxxxx’x and “A+” by Fitch (or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation) (provided that this proviso will not impose on the Master Servicer any obligation to maintain such rating), and (ii) the Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “BBB+” by Fitch and (B) “Baa2” by Xxxxx’x (or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation). In addition, the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act. If a corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee Trustee, the Custodian or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of a Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee Trustee, the Custodian or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax from its own funds and continue as Trustee Trustee, Custodian or Certificate Administrator, as applicable, 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 or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times be a corporation or association organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $50,000,000100,000,000, and subject to supervision or examination by federal or state authority, and the Trustee shall not be an Affiliate of any other member of the Restricted Group (other than an Underwriter and, during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02 7.02, the Master Servicer). Further, (i) the The Trustee is required to maintain (A) a rating on its unsecured long term-debt of at least “BBB+” by S&P, (B) a rating on its unsecured long term-debt of at least “A-” by Fitch or a rating on its short-term debt of at least “F1” by Fitch, (AC) a rating on its unsecured long term-debt of at least “A” by Fitch DBRS (or, if not rated by DBRS, an equivalent rating by two (2) other NRSROs (which may include S&P and Fitch) and (BD) “A1” if rated by Xxxxx’x (or “A2” by Xxxxx’x if the Trustee has KBRA, a short term rating on its unsecured long term-debt rating of at least “P-1A-” from Xxxxx’xby KBRA; provided, however, that Wilmington Trust, National Association as the Trustee initial trustee will not become ineligible be deemed to serve based on a failure to satisfy such rating have met the eligibility requirements as in (A) through (D) above for so long as (a) it has a rating on its unsecured long-term unsecured debt of at least “Baa2BBB” by Xxxxx’x from S&P and a short term debt rating of at least “A-A-2” by Fitchfrom S&P, (b) it has a rating on its unsecured long-term debt of at least “BBB” by Fitch or a rating on its short-term debt obligations of at least “P-2” by Xxxxx’x and “F1F2” by Fitch, (c) it has a rating on its unsecured long-term debt of at least “A(low)” by DBRS and a rating on its short-term debt of at least “R-1(low) by DBRS (or, if not rated by DBRS, an equivalent rating by two (2) other NRSROs (which may include S&P and Fitch)) and (cd) the Master Servicer has (i) a rating on its unsecured long-term senior unsecured debt of at least “A2A” by Xxxxx’x S&P and a rating on its short-term debt of at least “A+A-1” from S&P, (ii) a rating on its unsecured long-term debt of a least “A” by Fitch or a rating on its short-term debt of at least “F1” by Fitch and (or iii) a rating on its unsecured long-term debt of at least “A” by DBRS (or, if not rated by DBRS, an equivalent rating by two (2) other NRSROs (which may include S&P and Fitch) (or, in the case of any Rating Agency’s rating requirement set forth above in this sentence, such other rating with respect to which the Rating Agencies have provided a applicable Rating Agency Confirmation), and (ii) the Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “BBB+” by Fitch and (B) “Baa2” by Xxxxx’x (or such other rating with respect to which the Rating Agencies have has provided a Rating Agency Confirmation). In addition, the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act. The Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “BBB+” by S&P (or “BBB” by S&P if the Certificate Administrator’s unsecured short term debt is rated at least “A-2” by S&P), (B) “BBB+” by Fitch, (C) at least “BBB” by DBRS (or, if not rated by DBRS, an equivalent rating by two (2) other NRSROs (which may include S&P and Fitch) and (D) if rated by KBRA, “A-” by KBRA (or, in the case of any Rating Agency’s rating requirement set forth above in this sentence, such other rating with respect to which the applicable Rating Agency has provided a Rating Agency Confirmation). If a corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of a Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, 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 or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times be a corporation or association organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $50,000,000, and subject to supervision or examination by federal or state authority, and the Trustee shall not be an Affiliate of any other member of the Restricted Group (other than an Underwriter and, during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02 7.02, the Master Servicer). Further, (i) the Trustee is required to maintain a rating on its unsecured long term debt of at least (A) “A” by Fitch and Fitch, (B) ”AA(low)” by DBRS (or “A” by DBRS if the Trustee’s short-term debt rating is at least “R-1 (middle)” by DBRS or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)), and (C) ”A1” by Xxxxx’x (or “A2” by Xxxxx’x if the Trustee has a short term debt rating of at least “P-1” from Xxxxx’x; provided, however, that solely with respect to Deutsche Bank Trust Company Americas as the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as initial Trustee, for so long as (a) it has the Master Servicer maintains a rating on its long-unsecured long term debt of at least “A2” by Xxxxx’x and a short term debt rating of at least “P-1” from Xxxxx’x, the initial Trustee will be deemed to have met the eligibility requirement in this clause (i)(C) if it maintains a rating on its unsecured long term debt of at least “Baa2” by Xxxxx’x and “A-” by Fitch, (b) it has a rating on its short-short term debt obligations rating of at least “P-2” by Xxxxx’x and “F1” by Fitch, and (cfrom Xxxxx’x) the Master Servicer has a rating on its long-term senior unsecured debt of at least “A2” by Xxxxx’x and “A+” by Fitch (or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation), and (ii) the Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “”BBB+” by Fitch and Fitch, (B) “AA(low)” by DBRS (or “A” by DBRS if the Certificate Administrator’s short-term debt rating is at least “R-1 (middle)” by DBRS), and (C) ”Baa2” by Xxxxx’x (or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation). In addition, the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act. If a corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of a Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, 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 or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the (a) The Trustee and the Certificate Administrator hereunder shall at all times be (i) an institution insured by the FDIC, (ii) a corporation corporation, national bank or association national banking association, organized and doing business under the laws of any state or the United States of AmericaAmerica or of any state thereof, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreementpowers, having a combined capital and surplus of at least not less than $50,000,000, 50,000,000 and subject to supervision or examination by federal or state authority, and the Trustee shall not be (iii) an Affiliate of any other member of the Restricted Group (other than an Underwriter and, during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02 , the Master Servicer). Further, (i) the Trustee institution whose long-term senior unsecured debt is required to maintain a rating on its unsecured long term debt of at all times rated at least (A) “AA-” by Fitch and (B) “A1” by Xxxxx’x (or “A2” by Xxxxx’x if the Trustee Mxxxx’x and that has a short short-term unsecured debt rating from Fitch of at least “F-1” and from Mxxxx’x of at least “P-1” from Xxxxx’x; provided(or, that in the Trustee will not become ineligible case of any Rating Agency with respect to serve based on a failure to satisfy such rating requirements as long as (a) it has a rating on its either the long-term unsecured debt of at least “Baa2” by Xxxxx’x and “A-” by Fitch, (b) it has a rating on its or short-term debt obligations ratings specified in this Section 7.5(a), such lower rating or ratings as is the subject of at least “P-2” by Xxxxx’x and “F1” by Fitch, and (c) the Master Servicer has a rating on its long-term senior unsecured debt of at least “A2” by Xxxxx’x and “A+” by Fitch (or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation), ) and (iiiv) the Certificate Administrator a Person that is required to maintain not a rating on its unsecured long term debt of at least (A) “BBB+” by Fitch and (B) “Baa2” by Xxxxx’x (or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation). In addition, the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company ActProhibited Party. If a corporation such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then then, for the purposes of this Section Section, the combined capital and surplus of such corporation corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of a Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, 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 or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.077.6. (b) The Certificate Administrator shall at all times (i) be either a bank or trust company or otherwise authorized under law to exercise corporate trust powers, (ii) have long-term senior unsecured debt rating of at least “A-” by Fitch and “A2” by Mxxxx’x and a short-term unsecured debt rating from Fitch of at least “F-1” and from Mxxxx’x of at least “P-1” (or, in the case of any Rating Agency with respect to either the long-term or short-term ratings specified in this Section 7.5(b), such lower rating or ratings as is the subject of a Rating Agency Confirmation) and (iii) a Person that is not a Prohibited Party. In case at any time the Certificate Administrator shall cease to be eligible in accordance with provisions of this Section, the Certificate Administrator shall resign immediately in the manner and with the effect specified in Section 7.6.

Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times be a corporation or association organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $50,000,000, and subject to supervision or examination by federal or state authority, and the Trustee shall not be an Affiliate of any other member of the Restricted Group (other than an Underwriter and, during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02 , the Master Servicer). Further, (i) the Trustee is required to maintain a rating on its unsecured long term debt of at least (A) “A” by Fitch, (B) “AA(low)” by DBRS (or “A” by DBRS if the Trustee’s short-term debt rating is at least “R-1 (middle)” by DBRS or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Mxxxx’x)), and (BC) “A1” by Xxxxx’x Mxxxx’x (or “A2” by Xxxxx’x Mxxxx’x if the Trustee has a short term debt rating of at least “P-1” from Xxxxx’xMxxxx’x; provided, however, that solely with respect to Deutsche Bank Trust Company Americas as the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as initial Trustee, for so long as (a) it has the Master Servicer maintains a rating on its long-unsecured long term debt of at least “A2” by Mxxxx’x and a short term debt rating of at least “P-1” from Mxxxx’x, the initial Trustee will be deemed to have met the eligibility requirement in this clause (i)(C) if it maintains a rating on its unsecured long term debt of at least “Baa2” by Xxxxx’x Mxxxx’x and “A-” by Fitch, (b) it has a rating on its short-short term debt obligations rating of at least “P-2” by Xxxxx’x and “F1” by Fitch, and (cfrom Mxxxx’x) the Master Servicer has a rating on its long-term senior unsecured debt of at least “A2” by Xxxxx’x and “A+” by Fitch (or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation), and (ii) the Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “BBB+” by Fitch Fitch, (B) “AA(low)” by DBRS (or “A” by DBRS if the Certificate Administrator’s short-term debt rating is at least “R-1 (middle)” (or “R-1 (low)” in the case of Citibank, N. A.) by DBRS), and (BC) “Baa2” by Xxxxx’x Mxxxx’x (or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation). In addition, the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act. If a corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of a Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, 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 or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times be a corporation or association organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $50,000,000100,000,000, and subject to supervision or examination by federal or state authority, and the Trustee shall not be an Affiliate of any other member of the Restricted Group (other than an Underwriter and, during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02 , the Master Servicer). Further, (i) Neither the Trustee nor the Certificate Administrator shall be the Third Party Purchaser or a Risk Retention Affiliate of the Third Party Purchaser. The Trustee is required to maintain (A) a rating on its unsecured long term-debt of at least “A2” by Xxxxx’x and (B) a rating on its unsecured long term-debt of at least “A-” by Fitch or a rating on its short-term debt of at least “F1” by Fitch; provided, however, that Wilmington Trust, National Association as the initial trustee will be deemed to have met the eligibility requirements in (A) “A” by Fitch and (B) “A1” by Xxxxx’x (or “A2” by Xxxxx’x if the Trustee has a short term debt rating of at least “P-1” from Xxxxx’x; provided, that the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as above for so long as (a) it has a rating on its long-term unsecured debt of at least “Baa2Baa3” by Xxxxx’x and or a rating on its short-term unsecured debt of at least “A-P-2” by FitchXxxxx’x, (b) it has a rating on its unsecured long-term debt of at least “BBB” by Fitch or a rating on its short-term debt obligations rating of at least “P-2” by Xxxxx’x and “F1F2” by Fitch, and (c) the Master Servicer has Servicer (i) a rating on its unsecured long-term senior unsecured debt of at least “A2” by Xxxxx’x or a rating on its short-term unsecured debt of at least “P-1” by Xxxxx’x and (ii) a rating on its unsecured long-term debt of a least “A+A” by Fitch or a rating on its short-term debt of at least “F1” by Fitch (or or, in the case of any Rating Agency’s rating requirement set forth above in this sentence, such other rating with respect to which the Rating Agencies have provided a applicable Rating Agency Confirmation), and (ii) the Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “BBB+” by Fitch and (B) “Baa2” by Xxxxx’x (or such other rating with respect to which the Rating Agencies have has provided a Rating Agency Confirmation). In addition, the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act. The Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “Baa2” by Xxxxx’x and (B) “BBB+” by Fitch (or, in the case of any Rating Agency’s rating requirement set forth above in this sentence, such other rating with respect to which the applicable Rating Agency has provided a Rating Agency Confirmation). If a corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of a Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, 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 or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times be a corporation or association organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $50,000,000, and subject to supervision or examination by federal or state authority, and the Trustee shall not be an Affiliate of any other member of the Restricted Group (other than an Underwriter and, during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02 , the Master Servicer). Further, (i) the Trustee is required to maintain a rating on its unsecured long term debt of at least (A) “A” by Fitch and (B) “”A1” by Xxxxx’x (or “A2” by Xxxxx’x if the Trustee has a short term debt rating of at least “P-1” from Xxxxx’x; provided, that the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as long as (a) it has a rating on its long-term unsecured debt of at least “Baa2” by Xxxxx’x and “A-” by Fitch, (b) it has a rating on its short-term debt obligations of at least “P-2” by Xxxxx’x and “F1” by Fitch, and (c) the Master Servicer has a rating on its long-term senior unsecured debt of at least “A2” by Xxxxx’x and “A+” by Fitch (or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation), and (ii) the Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “”BBB+” by Fitch and (B) “”Baa2” by Xxxxx’x (or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation). In addition, the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act. If a corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of a Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, 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 or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times be a corporation or association organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $50,000,000, and subject to supervision or examination by federal or state authority, and the Trustee shall not be an Affiliate of any other member of the Restricted Group Master Servicer (other than an Underwriter and, except during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02 , the Master Servicer7.02). Further, (i) the Trustee is required to maintain a rating on its unsecured long term debt of at least (A) “A” by Fitch Fitch, (B) “AA(low)” by DBRS (or “A” by DBRS if the Trustee’s short-term debt rating is at least “R-1 (middle)” by DBRS), and (BC) “A1” by Xxxxx’x (or “A2” by Xxxxx’x if the Trustee has a short term debt rating of at least “P-1” from Xxxxx’x; provided, that the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as long as (a) it has a rating on its long-term unsecured debt of at least “Baa2” by Xxxxx’x and “A-” by Fitch, (b) it has a rating on its short-term debt obligations of at least “P-2” by Xxxxx’x and “F1” by Fitch, and (c) the Master Servicer has a rating on its long-term senior unsecured debt of at least “A2” by Xxxxx’x and “A+” by Fitch (or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation), and (ii) the Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “BBB+” by Fitch Fitch, (B) “AA(low)” by DBRS (or “A” by DBRS if the Certificate Administrator’s short-term debt rating is at least “R-1 (middle)” by DBRS), and (BC) “Baa2” by Xxxxx’x (or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation). In addition, the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act. If a corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of a Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, 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 or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times be a corporation or association organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $50,000,000, 50,000,000 and subject to supervision or examination by federal or state authority, and the Trustee shall not be an Affiliate of any other member of the Restricted Group (other than an Underwriter and, during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02 , the Master Servicer). Further, (i) the Trustee is required to maintain a rating on its unsecured long long-term debt of at least (A) “A[___]” by Fitch and (B) “A1” by Xxxxx’x [_____] (or “A2[___]” by Xxxxx’x [_____] if the Trustee has a short short-term debt rating of at least “P-1[___]” from Xxxxx’x; provided, that [_____]) and “[___]” by [_____] (or “[___]” by [_____] if the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as long as (a) it has a rating on its longshort-term unsecured debt rating of at least “Baa2[___]” by Xxxxx’x and “A-” by Fitch, (bfrom [_____]) it has a rating on its short-term debt obligations of at least “P-2” by Xxxxx’x and “F1” by Fitch, and (c) the Master Servicer has a rating on its long-term senior unsecured debt of at least “A2” by Xxxxx’x and “A+” by Fitch (or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation), and (ii) the Certificate Administrator is required subject to maintain a rating on its unsecured long term debt of at least (A) “BBB+” supervision or examination by Fitch federal or state authority and (B) “Baa2” by Xxxxx’x (or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation). In addition, the Trustee shall satisfy not be an Affiliate of the requirements for a trustee contemplated by clause Master Servicer (a)(4)(i) except during any period when the Trustee has assumed the duties of Rule 3a-7 under the Investment Company ActMaster Servicer pursuant to Section 7.02). If a corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of a Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, 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 or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times times: (i) be a corporation or association organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having , (ii) have a combined capital and surplus of at least $50,000,000, (iii) (a) have a rating on its unsecured long-term debt of at least “AA (low)” by DBRS (or “A” by DBRS if it has a short-term debt rating of at least “R-1 (middle)” from DBRS; provided that if it is not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs) and “A2” by Xxxxx’x, and (b) have a rating on its unsecured short-term debt of at least “P-1” by Xxxxx’x, or have such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation, (iv) be subject to supervision or examination by federal or state authority, authority and the Trustee shall not be an Affiliate of any other member of the Restricted Group Master Servicer (other than an Underwriter and, except during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02 , the Master Servicer7.02). Further, (i) the Trustee is required to maintain a rating on its unsecured long term debt of at least (A) “A” by Fitch and (B) “A1” by Xxxxx’x (or “A2” by Xxxxx’x if the Trustee has a short term debt rating of at least “P-1” from Xxxxx’x; provided, that the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as long as (a) it has a rating on its long-term unsecured debt of at least “Baa2” by Xxxxx’x and “A-” by Fitch, (b) it has a rating on its short-term debt obligations of at least “P-2” by Xxxxx’x and “F1” by Fitch, and (c) the Master Servicer has a rating on its long-term senior unsecured debt of at least “A2” by Xxxxx’x and “A+” by Fitch (or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation), and (ii) the Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “BBB+” by Fitch and (B) “Baa2” by Xxxxx’x (or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation). In addition, the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act. If a corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of a Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, 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 or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times be a corporation or association organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $50,000,000, 50,000,000 and subject to supervision or examination by federal or state authority, and the Trustee shall not be an Affiliate of any other member of the Restricted Group Master Servicer (other than an Underwriter and, except during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02 , the Master Servicer7.02). Further, (i) the Trustee is required to maintain a rating on its unsecured long term debt of at least (A) “AA+” by Fitch and (B) ”Aa3” by Mxxxx’x (or “A1” by Xxxxx’x (or “A2” by Xxxxx’x Mxxxx’x if the Trustee has a short term debt rating of at least “P-1” from Xxxxx’x; provided, that the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as long as (aMxxxx’x) it has a rating on its long-term unsecured debt of at least “Baa2” by Xxxxx’x and “A-” by Fitch, (b) it has a rating on its short-term debt obligations of at least “P-2” by Xxxxx’x and “F1” by Fitch, and (c) the Master Servicer has a rating on its long-term senior unsecured debt of at least “A2” by Xxxxx’x and “A+” by Fitch (or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation), and (ii) the Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “”BBB+” by Fitch and (B) “”Baa2” by Xxxxx’x Mxxxx’x (or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation). In addition, the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act. If a corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of a the Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, 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 or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times be a corporation or association organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $50,000,000100,000,000, and subject to supervision or examination by federal or state authority, and the Trustee shall not be an Affiliate of any other member of the Restricted Group (other than an Underwriter and, during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02 7.02, the Master Servicer). Further, (i) the The Trustee is required to shall maintain a rating on its unsecured long term debt of at least (A) “A” by Fitch and (B) “A1” by Xxxxx’x (or “A2” by Xxxxx’x if the Trustee has a short term debt rating of at least “P-1” from Xxxxx’x; provided, that the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as long as (a) it has a rating on its long-term unsecured debt of at least “Baa2” by Xxxxx’x and “A-” by Fitch, (b) it has a rating on its short-term debt obligations of at least “P-2” by Xxxxx’x and “F1” by Fitch, and (c) the Master Servicer has a rating on its long-term senior unsecured debt or a long-term issuer rating of at least “A2” by Xxxxx’x and Mxxxx’x or a long-term counterparty risk assessment of at least “A+A2(cr)” by Moody’s (provided, however, that the Trustee may maintain a long-term senior unsecured debt rating or a long-term issuer rating of at least “Baa3” by Mxxxx’x for so long as the Master Servicer or, if appointed pursuant to Section 8.12, the Advancing Agent, maintains a long-term senior unsecured debt rating or a long-term issuer rating of at least “A2” by Moody’s or a long-term counterparty risk assessment of at least “A2(cr)” by Mxxxx’x), (B) a rating on its long-term senior unsecured debt or an issuer credit rating of at least “A” by Fitch or a rating on its short-term debt of at least “F1” by Fitch (provided, however, that the Trustee may maintain a long-term senior unsecured debt rating or issuer credit rating of at least “BBB-” by Fitch as long as either (I) the Master Servicer has a long-term senior unsecured debt rating of at least “A” by Fitch or a short-term debt rating of at least “F1” by Fitch, or (II) the Trustee maintains an agreement with a national banking association with a rating of at least “A” on its long-term senior unsecured debt or issuer credit rating by Fitch or a short-term debt rating of “F1” by Fitch which agreement provides for such national banking association to make Advances if the Trustee, in its capacity as backup advancing party, is unwilling or unable to do so; provided, further, that the Trustee shall notify Fitch within thirty (30) days in the event there is a downgrade of such banking association’s Fitch rating, the agreement is terminated, or any other changes may limit the agreement), and (C) a rating on its long-term senior unsecured debt or an issuer credit rating of at least “BBB-” by KBRA (or, if not rated by KBRA, then at least an equivalent rating by two other NRSROs which may include Mxxxx’x and Fxxxx) (or, in the case of any Rating Agency’s rating requirement set forth in clauses (A), (B) or (C) above, such other rating with respect to which the Rating Agencies have provided a applicable Rating Agency Confirmation), and (ii) the Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “BBB+” by Fitch and (B) “Baa2” by Xxxxx’x (or such other rating with respect to which the Rating Agencies have has provided a Rating Agency Confirmation). In addition, the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act. The Certificate Administrator shall maintain (A) a rating on its long-term senior unsecured debt of at least “Baa3” by Moody’s or a long-term issuer rating of at least “Baa3” by Moody’s (or such other rating with respect to which Moody’s provided a Rating Agency Confirmation) and (B) a rating on its long-term senior unsecured debt or an issuer credit rating of at least “BBB-” by KBRA or an investment grade rating by any other NRSRO, which may include Moody’s or Fxxxx. If a corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of a Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, or (iii) administer the Trust Fund from a state and local jurisdiction that does not impose such a tax. In addition, in the event that either (a) (1) neither the Trustee nor the Master Servicer has a rating on its long-term senior unsecured debt or an issuer credit rating of at least “A” by Fitch or a short-term debt rating of at least “F1” by Fitch, and (2) the Trustee submitted a request for a Rating Agency Confirmation but Fitch did not approve the Trustee via Rating Agency Confirmation to allow the Trustee to remain as Trustee on this transaction, or (b) (1) neither the Trustee nor the Master Servicer has a long-term senior unsecured debt rating or a long-term issuer rating of at least “A2” by Mxxxx’x or a long-term counterparty risk assessment of at least “A2(cr)” by Mxxxx’x and (2) the Trustee submitted a request for a Rating Agency Confirmation but Mxxxx’x did not approve the Trustee via Rating Agency Confirmation to allow the Trustee to remain as Trustee on this transaction, then the Trustee shall either (i) resign immediately in the manner and with the effect specified in Section 8.07 or (ii) within 30 days after the Trustee has actual knowledge or received notice of such event, appoint an Advancing Agent pursuant to Section 8.12 to perform the Trustee’s obligations under Section 3.20 and Section 4.06 of this Agreement. In case at any time the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times be a corporation or association organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $50,000,000, 50,000,000 and subject to supervision or examination by federal or state authority, and the Trustee shall not be an Affiliate of any other member of the Restricted Group (other than an Underwriter and, during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02 , the Master Servicer). Further, (i) the Trustee is required to maintain a rating on its unsecured long long-term debt of at least (Ai) “A”AA (low)” by Fitch DBRS (or “A (high)” by DBRS if the Trustee or the Certificate Administrator, as applicable, has a short-term debt rating of at least “R-1 (middle)” from DBRS) (or, if not rated by DBRS, an equivalent (or higher) rating by two other NRSROs (one of which may be Mxxxx’x) or otherwise acceptable to DBRS, as confirmed by receipt of a No Downgrade Confirmation) and (Bii) ”Aa3” by Mxxxx’x (or “A1” by Xxxxx’x (or “A2” by Xxxxx’x Mxxxx’x if the Trustee or the Certificate Administrator, as applicable, has a short short-term debt rating of at least “P-1” from Xxxxx’x; provided, that the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as long as (aMxxxx’x) it has a rating on its long-term unsecured debt of at least “Baa2” by Xxxxx’x and “A-” by Fitch, (b) it has a rating on its short-term debt obligations of at least “P-2” by Xxxxx’x and “F1” by Fitch, and (c) the Master Servicer has a rating on its long-term senior unsecured debt of at least “A2” by Xxxxx’x and “A+” by Fitch (or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation), and (ii) the Certificate Administrator is required subject to maintain a rating on its unsecured long term debt of at least (A) “BBB+” supervision or examination by Fitch federal or state authority and (B) “Baa2” by Xxxxx’x (or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation). In addition, the Trustee shall satisfy not be an Affiliate of the requirements for a trustee contemplated by clause Master Servicer (a)(4)(i) except during any period when the Trustee has assumed the duties of Rule 3a-7 under the Investment Company ActMaster Servicer pursuant to Section 7.02). If a corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of a the Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, 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 or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07. Notwithstanding the foregoing to the contrary, Deutsche Bank National Trust Company shall not fail to be eligible to act as Trustee for so long as it remains a wholly-owned subsidiary of Deutsche Bank AG and Deutsche Bank AG maintains the ratings specified in this Section 8.06.

Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times be a corporation or association organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $50,000,000, 50,000,000 and subject to supervision or examination by federal or state authority, and the Trustee shall not be an Affiliate of any other member of the Restricted Group (other than an Underwriter and, during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02 , the Master Servicer). Further, (i) the Trustee is required to maintain a rating on its unsecured long long-term debt of at least (A) “A[___]” by Fitch and (B) “A1” by Xxxxx’x [_____] (or “A2[___]” by Xxxxx’x [_____] if the Trustee has a short short-term debt rating of at least “P-1[___]” from Xxxxx’x; provided, that [_____]) and “[___]” by [_____] (or “[___]” by [_____] if the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as long as (a) it has a rating on its longshort-term unsecured debt rating of at least “Baa2[___]” by Xxxxx’x and “A-” by Fitch, (bfrom [_____]) it has a rating on its short-term debt obligations of at least “P-2” by Xxxxx’x and “F1” by Fitch, and (c) the Master Servicer has a rating on its long-term senior unsecured debt of at least “A2” by Xxxxx’x and “A+” by Fitch (or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation), and subject to supervision or examination by federal or state authority and shall not be an Affiliate of the Master Servicer (ii) the Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “BBB+” by Fitch and (B) “Baa2” by Xxxxx’x (or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation). In addition, except during any period when the Trustee shall satisfy has assumed the requirements for a trustee contemplated by clause (a)(4)(i) duties of Rule 3a-7 under the Investment Company ActMaster Servicer pursuant to Section 7.02). If a corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of a the Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, 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 or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the (a) The Trustee and the Certificate Administrator hereunder shall at all times be (i) an institution insured by the FDIC, (ii) a corporation corporation, national bank or association national banking association, organized and doing business under the laws of any state or the United States of AmericaAmerica or of any state thereof, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreementpowers, having a combined capital and surplus of at least not less than $50,000,000, 50,000,000 and subject to supervision or examination by federal or state authority, and the Trustee shall not be (iii) an Affiliate of any other member of the Restricted Group (other than an Underwriter and, during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02 , the Master Servicer). Further, (i) the Trustee institution whose long-term senior unsecured debt is required to maintain a rating on its unsecured long term debt of at all times rated at least (A) “A” by Fitch and (B) “A1” by Xxxxx’x Mxxxx’x and “AA (low)” by DBRS (or “A2A (high)” by Xxxxx’x DBRS if the Trustee has a short term debt rating of at least “P-1R-1 (middle)” from Xxxxx’x; providedDBRS) (or, if not rated by DBRS, an equivalent (or higher) rating such as that the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as long as listed above by Mxxxx’x from at least two other NRSROs (awhich may include Fitch, Mxxxx’x and/or S&P)) it and that has a rating on its longshort-term unsecured debt rating from Mxxxx’x of at least “Baa2P-1” by Xxxxx’x and “A-” by Fitch(or, (b) it has a rating on its in the case of any Rating Agency with respect to either the long-term or short-term debt obligations of at least “P-2” by Xxxxx’x and “F1” by Fitch, and (c) the Master Servicer has a rating on its long-term senior unsecured debt of at least “A2” by Xxxxx’x and “A+” by Fitch (or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmationratings specified in this Section 7.5(a), and (ii) such lower rating or ratings as is the Certificate Administrator is required to maintain a rating on its unsecured long term debt subject of at least (A) “BBB+” by Fitch and (B) “Baa2” by Xxxxx’x (or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation). In additionIf such corporation, the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act. If a corporation national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then then, for the purposes of this Section Section, the combined capital and surplus of such corporation corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of a Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, 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 or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.077.6. (b) The Certificate Administrator shall be either a bank or trust company or otherwise authorized under law to exercise corporate trust powers and shall at all times have long-term senior unsecured debt rating of at least “A1” by Mxxxx’x and “AA (low)” by DBRS (or “A (high)” by DBRS if the Certificate Administrator has a short term debt rating of at least “R-1 (middle)” from DBRS) (or, if not rated by DBRS, an equivalent (or higher) rating such as that listed above by Mxxxx’x from at least two other NRSROs (which may include Fitch, Mxxxx’x and/or S&P)) and a short-term unsecured debt rating from Mxxxx’x of at least “P-1” (or, in the case of any Rating Agency with respect to either the long-term or short-term ratings specified in this Section 7.5(b), such lower rating or ratings as is the subject of a Rating Agency Confirmation).

Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times be a corporation or association organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $50,000,000100,000,000, and subject to supervision or examination by federal or state authority, and the Trustee shall not be an Affiliate of any other member of the Restricted Group (other than an Underwriter and, during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02 7.02, the Master Servicer). Further, (i) the The Trustee is required to maintain (A) a rating on its unsecured long term term-debt of at least (A) “A” by Fitch and (B) “A1” by Xxxxx’x (or “A2” by Xxxxx’x if the Trustee has a short term debt rating of at least “P-1” from Xxxxx’x; provided, that the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as long as (a) it has a rating on its long-term unsecured debt of at least “Baa2” by Xxxxx’x and “A-” by Fitch, (b) it has a rating on its short-term debt obligations of at least “P-2” by Xxxxx’x and “F1” by Fitch, and (cB) the Master Servicer has a rating on its unsecured long-term senior debt of at least “A” by DBRS Morningstar (or, if not rated by DBRS Morningstar, then at least an equivalent rating by two other NRSROs (which may include Fitch and Xxxxx’x)) and (C) a rating on its unsecured long-term debt of at least “A2” by Xxxxx’x and or a long-term counterparty risk assessment of at least “A+A2(cr)” by Fitch Xxxxx’x (or or, in the case of any Rating Agency’s rating requirement set forth above in this sentence, such other rating with respect to which the Rating Agencies have provided a applicable Rating Agency Confirmation), and (ii) the Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “BBB+” by Fitch and (B) “Baa2” by Xxxxx’x (or such other rating with respect to which the Rating Agencies have has provided a Rating Agency Confirmation). In addition, the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act. The Certificate Administrator is required to maintain (A) a rating on its unsecured long-term debt of at least “BBB(high)” by DBRS Morningstar (or, if not rated by DBRS Morningstar, then at least an equivalent rating by two (2) other NRSROs (which may include Fitch and Xxxxx’x)), except in the case of Computershare Trust Company, National Association, so long as it has a long-term senior unsecured debt rating or long-term issuer rating of at least “BBB” by at least one NRSRO and (B) a rating on its unsecured long-term debt at least “Baa3” by Xxxxx’x or an issuer rating of at least “Baa3” by Xxxxx’x (or in the case of any Rating Agency’s requirement set forth above in this sentence, such other rating with respect to which the applicable Rating Agency has provided a Rating Agency Confirmation). If a corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of a Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, 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 or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times (i) be a corporation or association organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having (ii) have a combined capital and surplus of at least $50,000,000, (iii) (a) have a rating on its unsecured long term debt of at least “A2” by Xxxxx’x, “A” by DBRS (provided that, with respect to the Trustee, if it is not rated by DBRS, an equivalent (or higher) rating by any other two NRSROs) and, if rated by KBRA, a rating by KBRA at least equivalent to “A2” by Xxxxx’x (provided that the Trustee may maintain a long-term unsecured debt rating of at least “Baa2” by Xxxxx’x, “A(low)” by DBRS and, if rated by KBRA, a rating by KBRA at least equivalent to “Baa2” by Xxxxx’x if the Master Servicer maintains a rating of at least “A2” by Xxxxx’x, “A” by DBRS and, if rated by KBRA, a rating by KBRA at least equivalent to “A2” by Xxxxx’x), and (b) have a rating on its unsecured short-term debt of at least “P-1” by Xxxxx’x and, if rated by KBRA, a rating by KBRA at least equivalent to “P-1” by Xxxxx’x (provided that the Trustee may maintain a short-term unsecured debt rating of at least “P-2” by Xxxxx’x and if rated by KBRA, a rating by KBRA at least equivalent to “P-2” by Xxxxx’x, if the Master Servicer maintains a rating of at least “P-1” by Xxxxx’x), and “R-1(low)” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs), or have such other rating(s) with respect to which the Rating Agencies have provided a Rating Agency Confirmation, (iv) be subject to supervision or examination by federal or state authority, and the Trustee shall (v) not be an Affiliate of any other member of the Restricted Group Master Servicer (other than an Underwriter and, except during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02 , the Master Servicer). Further, (i7.02) the Trustee is required to maintain a rating on its unsecured long term debt of at least (A) “A” by Fitch and (Bvi) “A1” by Xxxxx’x (or “A2” by Xxxxx’x if the Trustee has not be an entity that is a short term debt rating of at least “P-1” from Xxxxx’x; provided, that the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as long as (a) it has a rating on its long-term unsecured debt of at least “Baa2” by Xxxxx’x and “A-” by Fitch, (b) it has a rating on its short-term debt obligations of at least “P-2” by Xxxxx’x and “F1” by Fitch, and (c) the Master Servicer has a rating on its long-term senior unsecured debt of at least “A2” by Xxxxx’x and “A+” by Fitch (or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation), and (ii) the Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “BBB+” by Fitch and (B) “Baa2” by Xxxxx’x (or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation). In addition, the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company ActProhibited Party. If a corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of a either Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, 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 or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times be a corporation or association organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $50,000,000100,000,000, and subject to supervision or examination by federal or state authority, and the Trustee shall not be an Affiliate of any other member of the Restricted Group (other than an Underwriter and, during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02 , the Master Servicer). Further, (i) Neither the Trustee nor the Certificate Administrator shall be the Third Party Purchaser or a Risk Retention Affiliate of the Third Party Purchaser. The Trustee is required to maintain (A) a rating on its unsecured long term-debt of at least “BBB+” by S&P, (B) a rating on its unsecured long term-debt of at least “A-” by Fitch or a rating on its short-term debt of at least (A) “AF1” by Fitch and (BC) “A1” if rated by Xxxxx’x (or “A2” by Xxxxx’x if the Trustee has KBRA, a short term rating on its unsecured long term-debt rating of at least “P-1A-” from Xxxxx’xby KBRA; provided, however, that Wilmington Trust, National Association as the Trustee initial trustee will not become ineligible be deemed to serve based on a failure to satisfy such rating have met the eligibility requirements as in (A) through (C) above for so long as (a) it has a rating on its unsecured long-term unsecured debt of at least “Baa2BBB” by Xxxxx’x from S&P and a short term debt rating of at least “A-A-2” by Fitch, from S&P and (b) it has a rating on its unsecured long-term debt of at least “BBB” by Fitch or a rating on its short-term debt obligations of at least “P-2F2” by Xxxxx’x and “F1” by Fitch, Fitch and (c) the Master Servicer has (i) a rating on its unsecured long-term senior unsecured debt of at least “A2A” by Xxxxx’x S&P and a rating on its short-term debt of at least “A+A-1” from S&P and (ii) a rating on its unsecured long-term debt of a least “A” by Fitch or a rating on its short-term debt of at least “F1” by Fitch (or or, in the case of any Rating Agency’s rating requirement set forth above in this sentence, such other rating with respect to which the Rating Agencies have provided a applicable Rating Agency Confirmation), and (ii) the Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “BBB+” by Fitch and (B) “Baa2” by Xxxxx’x (or such other rating with respect to which the Rating Agencies have has provided a Rating Agency Confirmation). In addition, the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act. The Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “BBB+” by S&P (or “BBB” by S&P if the Certificate Administrator’s unsecured short term debt is rated at least “A-2” by S&P), (B) “BBB+” by Fitch and (C) if rated by KBRA, “A-” by KBRA (or, in the case of any Rating Agency’s rating requirement set forth above in this sentence, such other rating with respect to which the applicable Rating Agency has provided a Rating Agency Confirmation). If a corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of a Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, 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 or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times be a corporation or association organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $50,000,000, and subject to supervision or examination by federal or state authority, and the Trustee shall not be an Affiliate of any other member of the Restricted Group Master Servicer (other than an Underwriter and, except during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02 , the Master Servicer7.02). Further, (i) the Trustee is required to maintain a rating on its unsecured long term debt of at least (A) “A” by Fitch and (B) “A1” by Xxxxx’x (or “A2” by Xxxxx’x if the Trustee has a short term debt rating of at least “P-1” from Xxxxx’x; provided, however, that solely with respect to Deutsche Bank Trust Company Americas as the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as initial Trustee, for so long as (a) it has the Master Servicer maintains a rating on its long-unsecured long term debt of at least “A2” by Xxxxx’x and a short term debt rating of at least “P-1” from Xxxxx’x, the initial Trustee will be deemed to have met the eligibility requirement in this clause (i)(B) if it maintains a rating on its unsecured long term debt of at least “Baa2” by Xxxxx’x and “A-” by Fitch, (b) it has a rating on its short-short term debt obligations rating of at least “P-2” by Xxxxx’x and “F1” by Fitch, and (cfrom Xxxxx’x) the Master Servicer has a rating on its long-term senior unsecured debt of at least “A2” by Xxxxx’x and “A+” by Fitch (or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation), and (ii) the Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “BBB+” by Fitch and (B) “Baa2” by Xxxxx’x (or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation). In addition, the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act. If a corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of a Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, 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 or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times be a corporation or association organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $50,000,000100,000,000, and subject to supervision or examination by federal or state authority, and the Trustee shall not be an Affiliate of any other member of the Restricted Group (other than an Underwriter and, during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02 7.02, the Master Servicer). Further, (i) the The Trustee is required to shall maintain a rating on its unsecured long term debt of at least (A) “A” by Fitch and (B) “A1” by Xxxxx’x (or “A2” by Xxxxx’x if the Trustee has a short term debt rating of at least “P-1” from Xxxxx’x; provided, that the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as long as (a) it has a rating on its long-term senior unsecured debt or a long-term issuer rating of at least “Baa2A2” by Xxxxx’x and Mxxxx’x or a long-term counterparty risk assessment of at least “A-A2(cr)” by FitchMxxxx’x, provided, however, that the Trustee may maintain a long-term senior unsecured debt rating or a long-term issuer rating of at least “Baa3” by Mxxxx’x for so long as the Master Servicer or, if appointed pursuant to Section 8.12, the Advancing Agent, maintains a long-term senior unsecured debt rating or a long-term issuer rating of at least “A2” by Mxxxx’x or a long-term counterparty risk assessment of at least “A2(cr)” by Mxxxx’x, (bB) it has a rating on its long-term senior unsecured debt or an issuer credit rating of at least “A” by Fitch or a rating on its short-term debt obligations of at least “P-2” by Xxxxx’x and “F1” by FitchFitch (provided, however, that the Trustee will be deemed to have met the eligibility requirements in this clause (B) for so long as (i) it has a long-term senior unsecured debt rating or an issuer credit rating of at least “BBB-” by Fitch and (cii) the Master Servicer or, if appointed pursuant to Section 8.12, the Advancing Agent, has a rating on its long-term senior unsecured debt or an issuer credit rating of at least “A2” by Xxxxx’x and “A+A” by Fitch or a short-term debt rating of at least “F1” by Fitch), and (C) a rating on its long-term senior unsecured debt or an issuer credit rating of at least “BBB-” by KBRA (or, if not rated by KBRA, then at least an equivalent rating by two other NRSROs which may include Mxxxx’x and Fitch) (or, in the case of any Rating Agency’s rating requirement set forth in clauses (A), (B) or (C) above, such other rating with respect to which the Rating Agencies have provided a applicable Rating Agency Confirmation), and (ii) the Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “BBB+” by Fitch and (B) “Baa2” by Xxxxx’x (or such other rating with respect to which the Rating Agencies have has provided a Rating Agency Confirmation). In addition, the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act. The Certificate Administrator shall maintain (A) a rating on its long-term senior unsecured debt of at least “Baa3” by Mxxxx’x or a long-term issuer rating of at least “Baa3” by Mxxxx’x (or such other rating with respect to which Mxxxx’x provided a Rating Agency Confirmation) and (B) a rating on its long-term senior unsecured debt or an issuer credit rating of at least “BBB-” by KBRA or an investment grade rating by any other NRSRO, which may include Mxxxx’x or Fitch. If a corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of a Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, or (iii) administer the Trust Fund from a state and local jurisdiction that does not impose such a tax. In addition, in the event that either (a) (1) neither the Trustee nor the Master Servicer has a rating on its long-term senior unsecured debt or an issuer credit rating of at least “A” by Fitch or a short-term debt rating of at least “F1” by Fitch, and (2) the Trustee submitted a request for a Rating Agency Confirmation but Fitch did not approve the Trustee via Rating Agency Confirmation to allow the Trustee to remain as Trustee on this transaction, or (b) (1) neither the Trustee nor the Master Servicer has a long-term senior unsecured debt rating or a long-term issuer rating of at least “A2” by Mxxxx’x or a long-term counterparty risk assessment of at least “A2(cr)” by Mxxxx’x and (2) the Trustee submitted a request for a Rating Agency Confirmation but Mxxxx’x did not approve the Trustee via Rating Agency Confirmation to allow the Trustee to remain as Trustee on this transaction, then the Trustee shall either (i) resign immediately in the manner and with the effect specified in Section 8.07 or (ii) within 30 days after the Trustee has actual knowledge or received notice of such event, appoint an Advancing Agent pursuant to Section 8.12 to perform the Trustee’s obligations under Section 3.20 and Section 4.06 of this Agreement. In case at any time the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times be a corporation or association organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $50,000,000100,000,000, and subject to supervision or examination by federal or state authority, and the Trustee shall not be an Affiliate of any other member of the Restricted Group (other than an Underwriter and, during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02 , the Master Servicer). Further, (i) Neither the Trustee nor the Certificate Administrator shall be the Third Party Purchaser or a Risk Retention Affiliate of the Third Party Purchaser. The Trustee is required to maintain (A) a rating on its unsecured long term-debt of at least “A2” by Xxxxx’x, (B) a rating on its unsecured long term-debt of at least “A-” by Fitch or a rating on its short-term debt of at least (A) “AF1” by Fitch and (BC) “A1” if rated by Xxxxx’x (or “A2” by Xxxxx’x if the Trustee has KBRA, a short term rating on its unsecured long term-debt rating of at least “P-1A-” from Xxxxx’xby KBRA; provided, however, that Wilmington Trust, National Association as the Trustee initial trustee will not become ineligible be deemed to serve based on a failure to satisfy such rating have met the eligibility requirements as in (A) through (C) above for so long as (a) it has a rating on its long-term unsecured debt of at least “Baa2Baa3” by Xxxxx’x and or a rating on its short-term unsecured debt of at least “A-P-2” by FitchXxxxx’x, (b) it has a rating on its unsecured long-term debt of at least “BBB” by Fitch or a rating on its short-term debt obligations of at least “P-2F2” by Xxxxx’x and “F1” by Fitch, Fitch and (c) the Master Servicer has (i) a rating on its unsecured long-term senior unsecured debt of at least “A2” by Xxxxx’x or a rating on its short-term unsecured debt of at least “P-1” by Xxxxx’x and (ii) a rating on its unsecured long-term debt of a least “A+A” by Fitch or a rating on its short-term debt of at least “F1” by Fitch (or or, in the case of any Rating Agency’s rating requirement set forth above in this sentence, such other rating with respect to which the Rating Agencies have provided a applicable Rating Agency Confirmation), and (ii) the Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “BBB+” by Fitch and (B) “Baa2” by Xxxxx’x (or such other rating with respect to which the Rating Agencies have has provided a Rating Agency Confirmation). In addition, the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act. The Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “Baa2” by Xxxxx’x, (B) “BBB+” by Fitch and (C) if rated by KBRA, “A-” by KBRA (or, in the case of any Rating Agency’s rating requirement set forth above in this sentence, such other rating with respect to which the applicable Rating Agency has provided a Rating Agency Confirmation). If a corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of a Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, 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 or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times (i) be a corporation or association organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having (ii) have a combined capital and surplus of at least $50,000,000, (iii) (a) have a rating on its unsecured long term debt of at least “A2” by Xxxxx’x and, if rated by KBRA, an equivalent rating by KBRA (provided that the Trustee may maintain a long-term unsecured debt rating of at least “Baa2” by Xxxxx’x and an unsecured short-term debt rating of at least “P-2” by Xxxxx’x, and, if rated by KBRA, an equivalent rating by KBRA, if the Master Servicer maintains a rating of at least “A2” by Xxxxx’x and, if rated by KBRA, an equivalent rating by KBRA), and (b) have a rating on its unsecured short-term debt of at least “P-1” by Xxxxx’x and, if rated by KBRA, an equivalent rating by KBRA, or have such other rating(s) with respect to which the Rating Agencies have provided a Rating Agency Confirmation, (iv) be subject to supervision or examination by federal or state authority, and the Trustee shall (v) not be an Affiliate of any other member of the Restricted Group Master Servicer (other than an Underwriter and, except during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02 , the Master Servicer). Further, (i7.02) the Trustee is required to maintain a rating on its unsecured long term debt of at least (A) “A” by Fitch and (Bvi) “A1” by Xxxxx’x (or “A2” by Xxxxx’x if the Trustee has not be an entity that is a short term debt rating of at least “P-1” from Xxxxx’x; provided, that the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as long as (a) it has a rating on its long-term unsecured debt of at least “Baa2” by Xxxxx’x and “A-” by Fitch, (b) it has a rating on its short-term debt obligations of at least “P-2” by Xxxxx’x and “F1” by Fitch, and (c) the Master Servicer has a rating on its long-term senior unsecured debt of at least “A2” by Xxxxx’x and “A+” by Fitch (or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation), and (ii) the Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “BBB+” by Fitch and (B) “Baa2” by Xxxxx’x (or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation). In addition, the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company ActProhibited Party. If a corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of a either Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, 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 or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.