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

Eligibility Requirements for the Trustee, the Certificate Administrator and the Tax Administrator. The Trustee, the Certificate Administrator and the Tax Administrator hereunder each shall at all times be a corporation, bank, trust company or association that: (i) is organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia and, in the case of the Trustee, authorized under such laws to exercise trust powers; (ii) has a combined capital and surplus of at least $50,000,000; (iii) is subject to supervision or examination by federal or state authority; and (iv) is not a Prohibited Party unless (in the case of this clause (iv)) the Depositor consents to the continuation of the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, in the Depositor’s reasonable discretion. If such corporation, bank, trust company or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such corporation, bank, trust company or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In addition: (i) the Trustee shall at all times meet the requirements of Section 26(a)(1) of the Investment Company Act; and (ii) the Trustee may not have any affiliations or act in any other capacity with respect to the transactions contemplated hereby that would cause the Exemption to be unavailable with respect to any Class of Certificates as to which it would otherwise be available. Furthermore, the Certificate Administrator, the Tax Administrator and the Trustee shall at all times maintain a short-term unsecured debt rating of at least “F-1” by Fitch and “P-1” by Xxxxx’x and, if rated by KBRA, the equivalent rating of KBRA (or, in the case of either such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and a long-term unsecured debt rating of at least “A-” by Fitch, “A1” by Xxxxx’x (or “A2” by Xxxxx’x if the applicable entity has a short term unsecured debt rating of at least “P-1” by Xxxxx’x), provided that the Trustee may maintain a long-term unsecured debt rating of “Baa2” if Xxxxx Fargo Bank or a successor thereto is acting as the General Master Servicer and maintains a rating of at least “A2” by Xxxxx’x (or, in the case of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) (provided that this proviso shall not impose on the General Master Servicer any obligation to maintain such rating). In case at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of this Section 8.06, the Trustee, the Certificate Administrator or the Tax Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, bank, trust company or association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Sellers, the Master Servicers, the Special Servicers and their respective Affiliates; provided that none of (i) the Depositor, (ii) any Person involved in the organization or operation of the Depositor or the Trust, (iii) a Master Servicer or Special Servicer (except during any period when the Trustee has assumed the duties of such Master Servicer or Special Servicer (as the case may be) pursuant to Section 7.02), (iv) any Mortgage Loan Seller or (v) any Affiliate of any of them, may be the Trustee hereunder.

Eligibility Requirements for the Trustee, the Certificate Administrator and the Tax Administrator. The Trustee, the Certificate Administrator and the Tax Administrator hereunder each shall at all times be a corporation, bank, trust company or association that: (i) is organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia and, in the case of the Trustee, authorized under such laws to exercise trust powers; (ii) has a combined capital and surplus of at least $50,000,000; (iii) is subject to supervision or examination by federal or state authority; and (iv) is not a Prohibited Party unless (in the case of this clause (iv)) the Depositor consents to the continuation of the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, in the Depositor’s reasonable discretion. If such corporation, bank, trust company or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such corporation, bank, trust company or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In addition: (i) the Trustee shall at all times meet the requirements of Section 26(a)(1) of the Investment Company Act; and (ii) the Trustee may not have any affiliations or act in any other capacity with respect to the transactions contemplated hereby that would cause the Exemption to be unavailable with respect to any Class of Certificates as to which it would otherwise be available. Furthermore, (i) the Certificate Administrator and the Tax Administrator shall at all times maintain a long-term unsecured debt rating of at least “AA (low)” by DBRS and the Trustee shall at all times maintain a long-term unsecured debt rating of at least “A” by DBRS (provided, however, that the Trustee may maintain a long-term unsecured debt rating of at least “A (low)” by DBRS if the Master Servicer maintains a rating of at least “A” by DBRS (provided that this proviso shall not impose on the Master Servicer any obligation to maintain such rating); and provided, further, that if any of the Certificate Administrator, the Tax Administrator, or the Trustee is not rated by DBRS, such party shall maintain an equivalent (or higher) rating by any two other NRSROs which may be KBRA and/or Mxxxx’x), and (ii) the Certificate Administrator, the Tax Administrator and the Trustee shall at all times maintain a short-term unsecured debt rating of at least “F-1” by Fitch and “P-1” by Xxxxx’x Mxxxx’x and, if rated by KBRA, the equivalent rating of by KBRA (or, in the case of either such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Loan Rating Agency) and a long-term unsecured debt rating of at least “A-” by Fitch, “A1” by Xxxxx’x (or “A2” by Xxxxx’x Mxxxx’x if the applicable entity Trustee has a short short-term unsecured debt rating of at least “P-1” by Xxxxx’x)Mxxxx’x, and, if rated by KBRA, the equivalent rating by KBRA, provided that the Trustee may maintain a long-term unsecured debt rating of “Baa2” by Mxxxx’x and a short-term unsecured debt rating of “P-2” by Mxxxx’x if Xxxxx Fargo Bank or a successor thereto is acting as the General Master Servicer and maintains a long-term unsecured debt rating of at least “A2” by Xxxxx’x Mxxxx’x (or, in the case of any such Rating Agency, or such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) (provided that this proviso shall not impose on the General Master Servicer any obligation to maintain such rating). In case at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of this Section 8.06, the Trustee, the Certificate Administrator or the Tax Administrator, as applicable, shall resign immediately in the manner and with the 370 effect specified in Section 8.07. The corporation, bank, trust company or association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Sellers, the Master ServicersServicer, the Special Servicers Servicer and their respective Affiliates; provided that none of (i) the Depositor, (ii) any Person involved in the organization or operation of the Depositor or the Trust, (iii) a the Master Servicer or Special Servicer (except during any period when the Trustee has assumed the duties of such the Master Servicer or Special Servicer (as the case may be) pursuant to Section 7.02), (iv) any Mortgage Loan Seller or (v) any Affiliate of any of them, may be the Trustee hereunder.

Eligibility Requirements for the Trustee, the Certificate Administrator and the Tax Administrator. The Trustee, the Certificate Administrator and the Tax Administrator hereunder each shall at all times be a corporation, bank, trust company or association that: (i) is organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia and, in the case of the Trustee, authorized under such laws to exercise trust powers; (ii) has a combined capital and surplus of at least $50,000,000; (iii) is subject to supervision or examination by federal or state authority; and (iv) is not a Prohibited Party unless (in the case of this clause (iv)) the Depositor consents to the continuation of the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, in the Depositor’s reasonable discretion. If such corporation, bank, trust company or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such corporation, bank, trust company or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In addition: (i) the Trustee shall at all times meet the requirements of Section 26(a)(1) of the Investment Company Act; and (ii) the Trustee may not have any affiliations or act in any other capacity with respect to the transactions contemplated hereby that would cause the Exemption to be unavailable with respect to any Class of Certificates as to which it would otherwise be available. Furthermore, (i) the Certificate Administrator and the Tax Administrator shall at all times maintain a long-term unsecured debt rating of at least “AA (low)” by DBRS and the Trustee shall at all times maintain a long-term unsecured debt rating of at least “A” by DBRS (provided, however, that the Trustee may maintain a long-term unsecured debt rating of at least “A (low)” by DBRS if the General Master Servicer maintains a rating of at least “A” by DBRS; and provided, further, that if any of the Certificate Administrator, the Tax Administrator, or the Trustee is not rated by DBRS, such party shall maintain an equivalent (or higher) rating by any two other NRSROs which may be KBRA and Mxxxx’x), and (ii) the Certificate Administrator, the Tax Administrator and the Trustee shall at all times maintain a short-term unsecured debt rating of at least “F-1” by Fitch and “P-1” by Xxxxx’x Mxxxx’x and, if rated by KBRA, the equivalent rating of by KBRA (or, in the case of either such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Loan Rating Agency) and a long-term unsecured debt rating of at least “A-” by Fitch, “A1” by Xxxxx’x (or “A2” by Xxxxx’x Mxxxx’x if the applicable entity it has a short short-term unsecured debt rating of at least “P-1” by Xxxxx’x)Mxxxx’x, and if rated by KBRA, the equivalent rating by KBRA, provided that the Trustee may maintain a long-term unsecured debt rating of “Baa2” by Mxxxx’x and a short-term unsecured debt rating of “P-2” by Mxxxx’x if Xxxxx Fargo Bank or a successor thereto is acting as the General Master Servicer and maintains a long-term unsecured debt rating of at least “A2” by Xxxxx’x Mxxxx’x (or, in the case of any such Rating Agency, or such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) (provided that this proviso shall not impose on the General Master Servicer any obligation to maintain such rating). In case at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of this Section 8.06, the Trustee, the Certificate Administrator or the Tax Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, bank, trust company or association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Sellers, the Master Servicers, the Special Servicers and their respective Affiliates; provided that none of (i) the Depositor, (ii) any Person involved in the organization or operation of the Depositor or the Trust, (iii) a Master Servicer or Special Servicer (except during any period when the Trustee has assumed the duties of such Master Servicer or Special Servicer (as the case may be) pursuant to Section 7.02), (iv) any Mortgage Loan Seller or (v) any Affiliate of any of them, may be the Trustee hereunder.

Eligibility Requirements for the Trustee, the Certificate Administrator and the Tax Administrator. The Trustee, the Certificate Administrator and the Tax Administrator hereunder each shall at all times be a corporation, bank, trust company or association that: (i) is organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia and, in the case of the Trustee, authorized under such laws to exercise trust powers; (ii) has a combined capital and surplus of at least $50,000,000; (iii) is subject to supervision or examination by federal or state authority; and (iv) is not a Prohibited Party unless (in the case of this clause (iv)) the Depositor consents to the continuation of the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, in the Depositor’s reasonable discretion. If such corporation, bank, trust company or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such corporation, bank, trust company or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In addition: (i) the Trustee shall at all times meet the requirements of Section 26(a)(1) of the Investment Company Act; and (ii) the Trustee may not have any affiliations or act in any other capacity with respect to the transactions contemplated hereby that would cause the Exemption to be unavailable with respect to any Class of Certificates as to which it would otherwise be available. Furthermore, the Trustee, the Certificate Administrator, Administrator and the Tax Administrator and the Trustee shall at all times maintain a long-term unsecured debt rating of at least “A-” by Fitch and “A2” by Xxxxx’x and a short-term unsecured debt rating of at least “F-1F1” by Fitch and “P-1” by Xxxxx’x and, if rated by KBRA, the equivalent rating of KBRA (or, in the case of either such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and KBRA and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and a long-term unsecured debt rating of at least “A-” by Fitch, “A1” by Xxxxx’x (or “A2” by Xxxxx’x if the applicable entity has a short term unsecured debt rating of at least “P-1” by Xxxxx’x), provided that the Trustee may maintain a long-term unsecured debt rating of “Baa2” if Xxxxx Fargo Bank or a successor thereto is acting as the General Master Servicer and maintains a rating of at least “A2” by Xxxxx’x (or, in the case of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) (provided that this proviso shall not impose on the General Master Servicer any obligation to maintain such rating). In case at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of this Section 8.06, the Trustee, the Certificate Administrator or the Tax Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, bank, trust company or association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Sellers, the Master ServicersServicer, the Special Servicers Servicer and their respective Affiliates; provided provided, however, that none of (i) the Depositor, (ii) any Person involved in the organization or operation of the Depositor or the Trust, (iii) a the Master Servicer or Special Servicer (except during any period when the Trustee has assumed the duties of such the Master Servicer or Special Servicer (as the case may be) pursuant to Section 7.02), (iv) any Mortgage Loan Seller or (v) any Affiliate of any of them, may be the Trustee hereunder.

Eligibility Requirements for the Trustee, the Certificate Administrator and the Tax Administrator. The Trustee, the Certificate Administrator and the Tax Administrator hereunder each shall at all times be a corporation, bank, trust company or association that: (i) is organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia and, in the case of the Trustee, authorized under such laws to exercise trust powers; (ii) has a combined capital and surplus of at least $50,000,000; (iii) is subject to supervision or examination by federal or state authority; and (iv) is not a Prohibited Party unless (in the case of this clause (iv)) the Depositor consents to the continuation of the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, in the Depositor’s reasonable discretion. If such corporation, bank, trust company or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such corporation, bank, trust company or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In addition: (i) the Trustee shall at all times meet the requirements of Section 26(a)(1) of the Investment Company Act; and (ii) the Trustee may not have any affiliations or act in any other capacity with respect to the transactions contemplated hereby that would cause the Exemption to be unavailable with respect to any Class of Certificates as to which it would otherwise be available. Furthermore, (i) the Trustee, the Certificate Administrator, Administrator and the Tax Administrator and the Trustee shall at all times maintain a shortlong-term unsecured debt rating of at least “F-1A-” by Fitch and “P-1A2” by Xxxxx’x and, if rated by KBRA, the equivalent rating of KBRA Mxxxx’x (or, in the case of either such Rating Agencyif not rated by Fitch or Mxxxx’x, such lower other rating as is the subject of a Rating Agency Confirmation by such Rating Agency and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and a longshort-term unsecured debt rating of at least “A-F-1” by Fitch, “A1” by Xxxxx’x (or “A2” by Xxxxx’x if the applicable entity has a short term unsecured debt rating of at least Fitch and “P-1” by Xxxxx’x), provided that the Trustee may maintain a long-term unsecured debt rating of “Baa2” if Xxxxx Fargo Bank or a successor thereto is acting as the General Master Servicer and maintains a rating of at least “A2” by Xxxxx’x Mxxxx’x (or, in the case of any such Rating Agencyif not rated by Fitch or Mxxxx’x, such lower other rating as is the subject of a Rating Agency Confirmation by such Rating Agency and Morningstar and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) ); provided that the Trustee may maintain a long-term unsecured debt rating of at least “Baa2” by Mxxxx’x and a short-term unsecured debt rating of at least “P-2” by Mxxxx’x if the Master Servicers each maintain a rating of at least “A2” by Mxxxx’x (provided that this the foregoing proviso shall not impose on the General any Master Servicer any obligation to maintain such ratingratings). In case at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of this Section 8.06, the Trustee, the Certificate Administrator or the Tax Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, bank, trust company or association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Sellers, the Master Servicers, the Special Servicers and their respective Affiliates; provided that none of (i) the Depositor, (ii) any Person involved in the organization or operation of the Depositor or the Trust, (iii) a Master Servicer or Special Servicer (except during any period when the Trustee has assumed the duties of such Master Servicer or Special Servicer (as the case may be) pursuant to Section 7.02), (iv) any Mortgage Loan Seller or (v) any Affiliate of any of them, may be the Trustee hereunder.

Eligibility Requirements for the Trustee, the Certificate Administrator and the Tax Administrator. The Trustee, the Certificate Administrator and the Tax Administrator hereunder each shall at all times be a corporation, bank, trust company or association that: (i) is organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia and, in the case of the Trustee, authorized under such laws to exercise trust powers; (ii) has a combined capital and surplus of at least $50,000,000; (iii) is subject to supervision or examination by federal or state authority; and (iv) is not a Prohibited Party unless (in the case of this clause (iv)) the Depositor consents to the continuation of the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, in the Depositor’s reasonable discretion. If such corporation, bank, trust company or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such corporation, bank, trust company or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In addition: (i) the Trustee shall at all times meet the requirements of Section 26(a)(1) of the Investment Company Act; and (ii) the Trustee may not have any affiliations or act in any other capacity with respect to the transactions contemplated hereby that would cause the Exemption to be unavailable with respect to any Class of Certificates as to which it would otherwise be available. Furthermore, the Trustee, the Certificate Administrator, Administrator and the Tax Administrator and the Trustee shall at all times maintain a short-term unsecured debt rating of at least “F-1” by Fitch and “P-1” by Xxxxx’x and, if rated by KBRA, the equivalent rating of KBRA (or, in the case of either such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and a long-term unsecured debt rating of at least “A-[__]” by Fitch, [__] and “A1[__]” by Xxxxx’x [__] (or “A2[__]” by Xxxxx’x [__] if the applicable entity has a short term unsecured debt rating of at least “P-1[__]” by Xxxxx’x)[__]) and, provided that the Trustee may maintain if rated by [__], an equivalent rating by [__] and a longshort-term unsecured debt rating of “Baa2” if Xxxxx Fargo Bank or a successor thereto is acting as the General Master Servicer and maintains a rating of at least “A2[__]” by Xxxxx’x [__] and “[__]” by [__] (or, in the case of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) (provided that this proviso shall not impose on the General Master Servicer any obligation to maintain such rating). In case at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of this Section 8.06, the Trustee, the Certificate Administrator or the Tax Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, bank, trust company or association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Sellers, the Master ServicersServicer, the Special Servicers Servicer and their respective Affiliates; provided provided, that none of (i) the Depositor, (ii) any Person involved in the organization or operation of the Depositor or the Trust, (iii) a the Master Servicer or Special Servicer (except during any period when the Trustee has assumed the duties of such the Master Servicer or Special Servicer (as the case may be) pursuant to Section 7.02), (iv) any Mortgage Loan Seller or (v) any Affiliate of any of them, may be the Trustee hereunder.

Eligibility Requirements for the Trustee, the Certificate Administrator and the Tax Administrator. The Trustee, the Certificate Administrator and the Tax Administrator hereunder each shall at all times be a corporation, bank, trust company or association that: (i) is organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia and, in the case of the Trustee, authorized under such laws to exercise trust powers; (ii) has a combined capital and surplus of at least $50,000,000; (iii) is subject to supervision or examination by federal or state authority; and (iv) is not a Prohibited Party unless (in the case of this clause (iv)) the Depositor consents to the continuation of the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, in the Depositor’s reasonable discretion. If such corporation, bank, trust company or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such corporation, bank, trust company or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In addition: (i) the Trustee shall at all times meet the requirements of Section 26(a)(1) of the Investment Company Act; and (ii) the Trustee may not have any affiliations or act in any other capacity with respect to the transactions contemplated hereby that would cause the Exemption to be unavailable with respect to any Class of Certificates as to which it would otherwise be available. Furthermore, the Trustee, the Certificate Administrator, Administrator and the Tax Administrator and the Trustee shall at all times maintain a short-term unsecured debt rating of at least “F-1” by Fitch and “P-1” by Xxxxx’x and, if rated by KBRA, the equivalent rating of KBRA (or, in the case of either such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and a long-term unsecured debt rating of at least “A-” by Fitch, “A1” by Xxxxx’x (or “A2” by Xxxxx’x if the applicable entity has a short term unsecured debt rating of at least “P-1” by Xxxxx’x), provided that the Trustee may maintain a long-term unsecured debt rating of “Baa2” if Xxxxx Fargo Bank or a successor thereto is acting as the General Master Servicer Fitch and maintains a rating of at least “A2” by Xxxxx’x (or, in the case of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and a short-term unsecured debt rating of at least “F-1” by Fitch and “P-1” by Xxxxx’x (provided that this proviso shall not impose on or, in the General Master Servicer case of any obligation to maintain such ratingRating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and, if applicable, each Pari Passu Companion Rating Agency). In case at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of this Section 8.06, the Trustee, the Certificate Administrator or the Tax Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, bank, trust company or association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Sellers, the Master Servicers, the Special Servicers and their respective Affiliates; provided provided, that none of (i) the Depositor, (ii) any Person involved in the organization or operation of the Depositor or the Trust, (iii) a Master Servicer or Special Servicer (except during any period when the Trustee has assumed the duties of such Master Servicer or Special Servicer (as the case may be) pursuant to Section 7.02), (iv) any Mortgage Loan Seller or (v) any Affiliate of any of them, may be the Trustee hereunder.

Eligibility Requirements for the Trustee, the Certificate Administrator and the Tax Administrator. The Trustee, the Certificate Administrator and the Tax Administrator hereunder each shall at all times be a corporation, bank, trust company or association that: (i) is organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia and, in the case of the Trustee, authorized under such laws to exercise trust powers; (ii) has a combined capital and surplus of at least $50,000,000; (iii) is subject to supervision or examination by federal or state authority; and (iv) is not a Prohibited Party unless (in the case of this clause (iv)) the Depositor consents to the continuation of the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, in the Depositor’s reasonable discretion. If such corporation, bank, trust company or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such corporation, bank, trust company or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In addition: (i) the Trustee shall at all times meet the requirements of Section 26(a)(1) of the Investment Company Act; and (ii) neither the Trustee Certificate Administrator nor the Tax Administrator may not have any affiliations or act in any other capacity with respect to the transactions contemplated hereby that would cause the Exemption to be unavailable with respect to any Class of Certificates as to which it would otherwise be available. Furthermore, the Trustee, the Certificate Administrator, Administrator and the Tax Administrator and the Trustee shall at all times maintain a long-term unsecured debt rating of at least “A+” by Fitch and “A1” by Xxxxx’x and a short-term unsecured debt rating of at least “F-1F1+” by Fitch and “P-1” by Xxxxx’x and, if rated by KBRA, the equivalent rating of KBRA (or, in the case of either such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and a long-term unsecured debt rating of at least “A-” by Fitch, “A1” by Xxxxx’x (or “A2” by Xxxxx’x if the applicable entity has a short term unsecured debt rating of at least “P-1” by Xxxxx’x), provided that the Trustee may maintain a long-term unsecured debt rating of “Baa2” if Xxxxx Fargo Bank or a successor thereto is acting as the General Master Servicer and maintains a rating of at least “A2” by Xxxxx’x (or, in the case of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) (provided that this proviso shall not impose on the General Master Servicer any obligation to maintain such ratingKBRA). In case at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of this Section 8.06, the Trustee, the Certificate Administrator or the Tax Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, bank, trust company or association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Sellers, the Master ServicersServicer, the Special Servicers Servicer and their respective Affiliates; provided provided, however, that none of (i) the Depositor, (ii) any Person involved in the organization or operation of the Depositor or the Trust, (iii) a the Master Servicer or Special Servicer (except during any period when the Trustee has assumed the duties of such the Master Servicer or Special Servicer (as the case may be) pursuant to Section 7.02), (iv) any Mortgage Loan Seller or (v) any Affiliate of any of them, may be the Trustee hereunder.

Eligibility Requirements for the Trustee, the Certificate Administrator and the Tax Administrator. The Trustee, the Certificate Administrator and the Tax Administrator hereunder each shall at all times be a corporation, bank, trust company or association that: (i) is organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia and, in the case of the Trustee, authorized under such laws to exercise trust powers; (ii) has a combined capital and surplus of at least $50,000,000; (iii) is subject to supervision or examination by federal or state authority; and (iv) is not a Prohibited Party unless (in the case of this clause (iv)) the Depositor consents to the continuation of the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, in the Depositor’s reasonable discretion. If such corporation, bank, trust company or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such corporation, bank, trust company or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In addition: (i) the Trustee shall at all times meet the requirements of Section 26(a)(1) of the Investment Company Act; and (ii) the Trustee may not have any affiliations or act in any other capacity with respect to the transactions contemplated hereby that would cause the Exemption to be unavailable with respect to any Class of Certificates as to which it would otherwise be available. Furthermore, the Trustee, the Certificate Administrator, Administrator and the Tax Administrator and the Trustee shall at all times maintain a long-term unsecured debt rating of at least “A-” by Fitch and “A2” by Mxxxx’x and a short-term unsecured debt rating of at least “F-1F1” by Fitch and “P-1” by Xxxxx’x and, if rated by KBRA, the equivalent rating of KBRA Mxxxx’x (or, in the case of either such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and a long-term unsecured debt rating of at least “A-” by Fitch, “A1” by Xxxxx’x (or “A2” by Xxxxx’x if the applicable entity has a short term unsecured debt rating of at least “P-1” by Xxxxx’x), provided that the Trustee may maintain a long-term unsecured debt rating of “Baa2” if Xxxxx Fargo Bank or a successor thereto is acting as the General Master Servicer and maintains a rating of at least “A2” by Xxxxx’x (or, in the case of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) (provided that this proviso shall not impose on the General Master Servicer any obligation to maintain such rating). In case at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of this Section 8.06, the Trustee, the Certificate Administrator or the Tax Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, bank, trust company or association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Sellers, the Master ServicersServicer, the Special Servicers Servicer and their respective Affiliates; provided provided, however, that none of (i) the Depositor, (ii) any Person involved in the organization or operation of the Depositor or the Trust, (iii) a the Master Servicer or Special Servicer (except during any period when the Trustee has assumed the duties of such the Master Servicer or Special Servicer (as the case may be) pursuant to Section 7.02), (iv) any Mortgage Loan Seller or (v) any Affiliate of any of them, may be the Trustee hereunder.

Eligibility Requirements for the Trustee, the Certificate Administrator and the Tax Administrator. The Trustee, the Certificate Administrator and the Tax Administrator hereunder each shall at all times be a corporation, bank, trust company or association that: (i) is organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia and, in the case of the Trustee, authorized under such laws to exercise trust powers; (ii) has a combined capital and surplus of at least $50,000,000; and (iii) is subject to supervision or examination by federal or state authority; and (iv) is not a Prohibited Party unless (in the case of this clause (iv)) the Depositor consents to the continuation of the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, in the Depositor’s reasonable discretion. If such corporation, bank, trust company or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such corporation, bank, trust company or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In addition: (i) the Trustee shall at all times meet the requirements of Section 26(a)(1) of the Investment Company Act; and (ii) neither the Trustee Certificate Administrator nor the Tax Administrator may not have any affiliations or act in any other capacity with respect to the transactions contemplated hereby that would cause the Exemption to be unavailable with respect to any Class of Certificates as to which it would otherwise be available. Furthermore, the Trustee, the Certificate Administrator, Administrator and the Tax Administrator and the Trustee shall at all times maintain a shortlong-term unsecured debt rating of at least “F-1A1” by from Xxxxx’x and “A+” from Fitch and a short-term unsecured debt rating from each Rating Agency of at least “P-1” by in the case of Xxxxx’x and, if rated by KBRA, and “F1” in the equivalent rating case of KBRA Fitch (or, in the case of either such any Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and a long-term unsecured debt rating of at least “A-” by Fitch, “A1” by Xxxxx’x (or “A2” by Xxxxx’x if the applicable entity has a short term unsecured debt rating of at least “P-1” by Xxxxx’x), provided that the Trustee may maintain a long-term unsecured debt rating of “Baa2” if Xxxxx Fargo Bank or a successor thereto is acting as the General Master Servicer and maintains a rating of at least “A2” by Xxxxx’x (or, in the case of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) (provided that this proviso shall not impose on the General Master Servicer any obligation to maintain such ratingConfirmation). In case at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of this Section 8.06, the Trustee, the Certificate Administrator or the Tax Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, bank, trust company or association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Sellers, the Master ServicersServicer, the Special Servicers Servicer and their respective Affiliates; provided provided, however, that none of (i) the Depositor, (ii) any Person involved in the organization or operation of the Depositor or the Trust, (iii) a the Master Servicer or Special Servicer (except during any period when the Trustee has assumed the duties of such the Master Servicer or Special Servicer (as the case may be) pursuant to Section 7.02), (iv) any Mortgage Loan Seller or (v) any Affiliate of any of them, may be the Trustee hereunder.

Eligibility Requirements for the Trustee, the Certificate Administrator and the Tax Administrator. The Trustee, the Certificate Administrator and the Tax Administrator hereunder each shall at all times be a corporation, bank, trust company or association that: (i) is organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia and, in the case of the Trustee, authorized under such laws to exercise trust powers; (ii) has a combined capital and surplus of at least $50,000,000; (iii) is subject to supervision or examination by federal or state authority; and (iv) is not a Prohibited Party unless (in the case of this clause (iv)) the Depositor consents to the continuation of the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, in the Depositor’s reasonable discretion. If such corporation, bank, trust company or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such corporation, bank, trust company or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In addition: (i) the Trustee shall at all times meet the requirements of Section 26(a)(1) of the Investment Company Act; and (ii) the Trustee may not have any affiliations or act in any other capacity with respect to the transactions contemplated hereby that would cause the Exemption to be unavailable with respect to any Class of Certificates as to which it would otherwise be available. Furthermore, the Trustee, the Certificate Administrator, Administrator and the Tax Administrator and the Trustee shall at all times maintain a long-term unsecured debt rating of at least “A-” by Fitch and “A2” by Mxxxx’x (or, in the case of any such Rating Agency or KBRA, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency or KBRA and, if applicable, each Pari Passu Companion Rating Agency) and a short-term unsecured debt rating of at least “F-1” by Fitch and “P-1” by Xxxxx’x and, if rated by KBRA, the equivalent rating of KBRA Mxxxx’x (or, in the case of either any such Rating AgencyAgency or KBRA, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency or KBRA and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and a long-term unsecured debt rating of at least “A-” by Fitch, “A1” by Xxxxx’x (or “A2” by Xxxxx’x if the applicable entity has a short term unsecured debt rating of at least “P-1” by Xxxxx’x), provided that the Trustee may maintain a long-term unsecured debt rating of “Baa2” if Xxxxx Fargo Bank or a successor thereto is acting as the General Master Servicer and maintains a rating of at least “A2” by Xxxxx’x (or, in the case of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) (provided that this proviso shall not impose on the General Master Servicer any obligation to maintain such rating). In case at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of this Section 8.06, the Trustee, the Certificate Administrator or the Tax Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, bank, trust company or association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Sellers, the Master Servicers, the Special Servicers and their respective Affiliates; provided provided, that none of (i) the Depositor, (ii) any Person involved in the organization or operation of the Depositor or the Trust, (iii) a Master Servicer or Special Servicer (except during any period when the Trustee has assumed the duties of such Master Servicer or Special Servicer (as the case may be) pursuant to Section 7.02), (iv) any Mortgage Loan Seller or (v) any Affiliate of any of them, may be the Trustee hereunder.

Eligibility Requirements for the Trustee, the Certificate Administrator and the Tax Administrator. The Trustee, the Certificate Administrator and the Tax Administrator hereunder each shall at all times be a corporation, bank, trust company or association that: (i) is organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia and, in the case of the Trustee, authorized under such laws to exercise trust powers; (ii) has a combined capital and surplus of at least $50,000,000; (iii) is subject to supervision or examination by federal or state authority; and (iv) is not a Prohibited Party unless (in the case of this clause (iv)) the Depositor consents to the continuation of the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, in the Depositor’s reasonable discretion. If such corporation, bank, trust company or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such corporation, bank, trust company or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In addition: (i) the Trustee shall at all times meet the requirements of Section 26(a)(1) of the Investment Company Act; and (ii) the Trustee may not have any affiliations or act in any other capacity with respect to the transactions contemplated hereby that would cause the Exemption to be unavailable with respect to any Class of Certificates as to which it would otherwise be available. Furthermore, the Trustee, the Certificate Administrator, Administrator and the Tax Administrator and the Trustee shall at all times maintain a long-term unsecured debt rating of at least “A-” by Fitch and “A2” by Xxxxx’x and a short-term unsecured debt rating of at least “F-1F1” by Fitch and “P-1” by Xxxxx’x and, if rated by KBRA, the equivalent rating of KBRA (or, in the case of either such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and a long-term unsecured debt rating of at least “A-” by Fitch, “A1” by Xxxxx’x (or “A2” by Xxxxx’x if the applicable entity has a short term unsecured debt rating of at least “P-1” by Xxxxx’x), provided that the Trustee may maintain a long-term unsecured debt rating of “Baa2” if Xxxxx Fargo Bank or a successor thereto is acting as the General Master Servicer and maintains a rating of at least “A2” by Xxxxx’x (or, in the case of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) (provided that this proviso shall not impose on the General Master Servicer any obligation to maintain such ratingMorningstar). In case at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of this Section 8.06, the Trustee, the Certificate Administrator or the Tax Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, bank, trust company or association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Sellers, the Master ServicersServicer, the Special Servicers Servicer and their respective Affiliates; provided provided, however, that none of (i) the Depositor, (ii) any Person involved in the organization or operation of the Depositor or the Trust, (iii) a the Master Servicer or Special Servicer (except during any period when the Trustee has assumed the duties of such the Master Servicer or Special Servicer (as the case may be) pursuant to Section 7.02), (iv) any Mortgage Loan Seller or (v) any Affiliate of any of them, may be the Trustee hereunder.

Eligibility Requirements for the Trustee, the Certificate Administrator and the Tax Administrator. The Trustee, the Certificate Administrator and the Tax Administrator hereunder each shall at all times be a corporation, bank, trust company or association that: (i) is organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia and, in the case of the Trustee, authorized under such laws to exercise trust powers; (ii) has a combined capital and surplus of at least $50,000,000; (iii) is subject to supervision or examination by federal or state authority; and (iv) is not a Prohibited Party unless (in the case of this clause (iv)) the Depositor consents to the continuation of the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, in the Depositor’s reasonable discretion. If such corporation, bank, trust company or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such corporation, bank, trust company or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In addition: (i) the Trustee shall at all times meet the requirements of Section 26(a)(1) of the Investment Company Act; and (ii) the Trustee may not have any affiliations or act in any other capacity with respect to the transactions contemplated hereby that would cause the Exemption to be unavailable with respect to any Class of Certificates as to which it would otherwise be available. Furthermore, the Trustee, the Certificate Administrator, Administrator and the Tax Administrator and the Trustee shall at all times maintain a long-term unsecured debt rating of at least “A-” by Fitch and “A2” by Mxxxx’x and a short-term unsecured debt rating of at least “F-1F1” by Fitch and “P-1” by Xxxxx’x and, if rated by KBRA, the equivalent rating of KBRA Mxxxx’x (or, in the case of either such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and KBRA and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and a long-term unsecured debt rating of at least “A-” by Fitch, “A1” by Xxxxx’x (or “A2” by Xxxxx’x if the applicable entity has a short term unsecured debt rating of at least “P-1” by Xxxxx’x), provided that the Trustee may maintain a long-term unsecured debt rating of “Baa2” if Xxxxx Fargo Bank or a successor thereto is acting as the General Master Servicer and maintains a rating of at least “A2” by Xxxxx’x (or, in the case of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) (provided that this proviso shall not impose on the General Master Servicer any obligation to maintain such rating). In case at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of this Section 8.06, the Trustee, the Certificate Administrator or the Tax Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, bank, trust company or association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Sellers, the Master ServicersServicer, the Special Servicers Servicer and their respective Affiliates; provided provided, however, that none of (i) the Depositor, (ii) any Person involved in the organization or operation of the Depositor or the Trust, (iii) a the Master Servicer or Special Servicer (except during any period when the Trustee has assumed the duties of such the Master Servicer or Special Servicer (as the case may be) pursuant to Section 7.02), (iv) any Mortgage Loan Seller or (v) any Affiliate of any of them, may be the Trustee hereunder.

Eligibility Requirements for the Trustee, the Certificate Administrator and the Tax Administrator. The Trustee, the Certificate Administrator and the Tax Administrator hereunder each shall at all times be a corporation, bank, trust company or association that: (i) is organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia and, in the case of the Trustee, authorized under such laws to exercise trust powers; (ii) has a combined capital and surplus of at least $50,000,000; (iii) is subject to supervision or examination by federal or state authority; and (iv) is not a Prohibited Party unless (in the case of this clause (iv)) the Depositor consents to the continuation of the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, in the Depositor’s reasonable discretion. If such corporation, bank, trust company or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such corporation, bank, trust company or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In addition: (i) the Trustee shall at all times meet the requirements of Section 26(a)(1) of the Investment Company Act; and (ii) the Trustee may not have any affiliations or act in any other capacity with respect to the transactions contemplated hereby that would cause the Exemption to be unavailable with respect to any Class of Certificates as to which it would otherwise be available. Furthermore, the Trustee, the Certificate Administrator, Administrator and the Tax Administrator and the Trustee shall at all times maintain a long-term unsecured debt rating of at least “A-” by Fitch and “A2” by Xxxxx’x (or such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and KBRA and, if applicable, each Pari Passu Companion Rating Agency) and a short-term unsecured debt rating of at least “F-1” by Fitch and “P-1” by Xxxxx’x and, if rated by KBRA, the equivalent rating of KBRA (or, in the case of either such Rating Agency, or such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and KBRA and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and a long-term unsecured debt rating of at least “A-” by Fitch, “A1” by Xxxxx’x (or “A2” by Xxxxx’x if the applicable entity has a short term unsecured debt rating of at least “P-1” by Xxxxx’x), provided that the Trustee may maintain a long-term unsecured debt rating of “Baa2” if Xxxxx Fargo Bank or a successor thereto is acting as the General Master Servicer and maintains a rating of at least “A2” by Xxxxx’x (or, in the case of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) (provided that this proviso shall not impose on the General Master Servicer any obligation to maintain such rating). In case at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of this Section 8.06, the Trustee, the Certificate Administrator or the Tax Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, bank, trust company or association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Sellers, the Master Servicers, the Special Servicers and their respective Affiliates; provided provided, that none of (i) the Depositor, (ii) any Person involved in the organization or operation of the Depositor or the Trust, (iii) a Master Servicer or Special Servicer (except during any period when the Trustee has assumed the duties of such Master Servicer or Special Servicer (as the case may be) pursuant to Section 7.02), (iv) any Mortgage Loan Seller or (v) any Affiliate of any of them, may be the Trustee hereunder.

Eligibility Requirements for the Trustee, the Certificate Administrator and the Tax Administrator. The Trustee, the Certificate Administrator and the Tax Administrator hereunder each shall at all times be a corporation, bank, trust company or association that: (i) is organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia and, in the case of the Trustee, authorized under such laws to exercise trust powers; (ii) has a combined capital and surplus of at least $50,000,000; (iii) is subject to supervision or examination by federal or state authority; and (iv) is not a Prohibited Party unless (in the case of this clause (iv)) the Depositor consents to the continuation of the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, in the Depositor’s reasonable discretion. If such corporation, bank, trust company or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such corporation, bank, trust company or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In addition: (i) the Trustee shall at all times meet the requirements of Section 26(a)(1) of the Investment Company Act; and (ii) the Trustee may not have any affiliations or act in any other capacity with respect to the transactions contemplated hereby that would cause the Exemption to be unavailable with respect to any Class of Certificates as to which it would otherwise be available. Furthermore, (i) the Certificate Administrator and the Tax Administrator shall at all times maintain a long-term unsecured debt rating of at least “AA (low)” by DBRS and the Trustee shall at all times maintain a long-term unsecured debt rating of at least “A” by DBRS (provided, however, that the Trustee may maintain a long-term unsecured debt rating of at least “A (low)” by DBRS if the Master Servicer maintains a rating of at least “A” by DBRS; and provided, further, that if any of the Certificate Administrator, the Tax Administrator, or the Trustee is not rated by DBRS, such party shall maintain an equivalent (or higher) rating by any two other NRSROs which may be KBRA and Mxxxx’x), and (ii) the Certificate Administrator, the Tax Administrator and the Trustee shall at all times maintain a short-term unsecured debt rating of at least “F-1” by Fitch and “P-1” by Xxxxx’x Mxxxx’x and, if rated by KBRA, the equivalent rating of by KBRA (or, in the case of either such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Loan Rating Agency) and a long-term unsecured debt rating of at least “A-” by Fitch, “A1” by Xxxxx’x (or “A2” by Xxxxx’x Mxxxx’x if the applicable entity it has a short short-term unsecured debt rating of at least “P-1” by Xxxxx’x)Mxxxx’x, and if rated by KBRA, the equivalent rating by KBRA, provided that the Trustee may maintain a long-term unsecured debt rating of “Baa2” by Mxxxx’x and a short-term unsecured debt rating of “P-2” by Mxxxx’x if Xxxxx Fargo Bank or a successor thereto is acting as the General Master Servicer and maintains a long-term unsecured debt rating of at least “A2” by Xxxxx’x Mxxxx’x (or, in the case of any such Rating Agency, or such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) (provided that this proviso shall not impose on the General Master Servicer any obligation to maintain such rating). In case at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of this Section 8.06, the Trustee, the Certificate Administrator or the Tax Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, bank, trust company or association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Sellers, the Master ServicersServicer, the Special Servicers Servicer and their respective Affiliates; provided that none of (i) the Depositor, (ii) any Person involved in the organization or operation of the Depositor or the Trust, (iii) a the Master Servicer or Special Servicer (except during any period when the Trustee has assumed the duties of such the Master Servicer or Special Servicer (as the case may be) pursuant to Section 7.02), (iv) any Mortgage Loan Seller or (v) any Affiliate of any of them, may be the Trustee hereunder.

Eligibility Requirements for the Trustee, the Certificate Administrator and the Tax Administrator. The Trustee, the Certificate Administrator and the Tax Administrator hereunder each shall at all times be a corporation, bank, trust company or association that: (i) is organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia and, in the case of the Trustee, authorized under such laws to exercise trust powers; (ii) has a combined capital and surplus of at least $50,000,000; (iii) is subject to supervision or examination by federal or state authority; and (iv) is not a Prohibited Party unless (in the case of this clause (iv)) the Depositor consents to the continuation of the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, in the Depositor’s reasonable discretion. If such corporation, bank, trust company or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such corporation, bank, trust company or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In addition: (i) the Trustee shall at all times meet the requirements of Section 26(a)(1) of the Investment Company Act; and (ii) the Trustee may not have any affiliations or act in any other capacity with respect to the transactions contemplated hereby that would cause the Exemption to be unavailable with respect to any Class of Certificates as to which it would otherwise be available. Furthermore, the Trustee, the Certificate Administrator, Administrator and the Tax Administrator and the Trustee shall at all times maintain a short-term unsecured debt rating of at least “F-1” by Fitch and “P-1” by Xxxxx’x and, if rated by KBRA, the equivalent rating of KBRA (or, in the case of either such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) Mxxxx’x and a long-term unsecured debt rating of at least “A-” by Fitch, “A1” by Xxxxx’x (or “A2” by Xxxxx’x if the applicable entity has a short term unsecured debt rating of at least Mxxxx’x and “P-1A” by Xxxxx’x)DBRS (provided, provided however, that the Trustee may maintain a long-term unsecured debt rating of at least “Baa2” by Mxxxx’x and “A(low)” by DBRS if Xxxxx Fargo Bank or a successor thereto is acting as the General Master Servicer and maintains a rating of at least “A2” by Xxxxx’x Mxxxx’x and “A” by DBRS); provided that if the Trustee is not rated by Mxxxx’x or DBRS, it shall maintain an equivalent (or higher) rating by any two other NRSROs (or, in the case of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) (provided that this proviso shall not impose on the General Master Servicer any obligation to maintain such rating). In case at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of this Section 8.06, the Trustee, the Certificate Administrator or the Tax Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, bank, trust company or association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Sellers, the Master ServicersServicer, the Special Servicers Servicer and their respective Affiliates; provided that none of (i) the Depositor, (ii) any Person involved in the organization or operation of the Depositor or the Trust, (iii) a the Master Servicer or Special Servicer (except during any period when the Trustee has assumed the duties of such the Master Servicer or Special Servicer (as the case may be) pursuant to Section 7.02), (iv) any Mortgage Loan Seller or (v) any Affiliate of any of them, may be the Trustee hereunder.

Eligibility Requirements for the Trustee, the Certificate Administrator and the Tax Administrator. The Trustee, the Certificate Administrator and the Tax Administrator hereunder each shall at all times be a corporation, bank, trust company or association that: (i) is organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia and, in the case of the Trustee, authorized under such laws to exercise trust powers; (ii) has a combined capital and surplus of at least $50,000,000; (iii) is subject to supervision or examination by federal or state authority; and (iv) is not a Prohibited Party unless (in the case of this clause (iv)) the Depositor consents to the continuation of the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, in the Depositor’s reasonable discretion. If such corporation, bank, trust company or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such corporation, bank, trust company or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In addition: (i) the Trustee shall at all times meet the requirements of Section 26(a)(1) of the Investment Company Act; and (ii) the Trustee may not have any affiliations or act in any other capacity with respect to the transactions contemplated hereby that would cause the Exemption to be unavailable with respect to any Class of Certificates as to which it would otherwise be available. Furthermore, the Trustee, the Certificate Administrator, Administrator and the Tax Administrator and the Trustee shall at all times maintain a short-term unsecured debt rating of at least “F-1” by Fitch and “P-1” by Xxxxx’x and, if rated by KBRA, the equivalent rating of KBRA (or, in the case of either such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and a long-term unsecured debt rating of at least “A-” by Fitch, “A1AA (low)” by Xxxxx’x DBRS (or “A2A” by Xxxxx’x DBRS if the applicable entity Trustee has a short short-term unsecured debt rating of at least “P-1R-1 (middle)” by Xxxxx’x), from DBRS; provided that if the Trustee may maintain a long-term unsecured debt is not rated by DBRS, an equivalent (or higher) rating of “Baa2” if Xxxxx Fargo Bank or a successor thereto is acting as the General Master Servicer by any two other NRSROs) and maintains a rating of at least “A2” by Xxxxx’x (or, in the case of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and, if applicable, an analogous rating agency confirmation a Pari Passu Companion Rating Agency Confirmation from each Pari Passu Companion Rating Agency) and a short-term unsecured debt rating of at least “F-1” by Fitch and “P-1” by Xxxxx’x (provided that this proviso shall not impose on or, in the General Master Servicer case of any obligation to maintain such ratingRating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and, if applicable, a Pari Passu Companion Rating Agency Confirmation from each Pari Passu Companion Rating Agency). In case at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of this Section 8.06, the Trustee, the Certificate Administrator or the Tax Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, bank, trust company or association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Sellers, the Master ServicersServicer, the Special Servicers Servicer and their respective Affiliates; provided provided, that none of (i) the Depositor, (ii) any Person involved in the organization or operation of the Depositor or the Trust, (iii) a the Master Servicer or Special Servicer (except during any period when the Trustee has assumed the duties of such the Master Servicer or Special Servicer (as the case may be) pursuant to Section 7.02), (iv) any Mortgage Loan Seller or (v) any Affiliate of any of them, may be the Trustee hereunder.

Eligibility Requirements for the Trustee, the Certificate Administrator and the Tax Administrator. The Trustee, the Certificate Administrator and the Tax Administrator hereunder each shall at all times be a corporation, bank, trust company or association that: (i) is organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia and, in the case of the Trustee, authorized under such laws to exercise trust powers; (ii) has a combined capital and surplus of at least $50,000,000; (iii) is subject to supervision or examination by federal or state authority; and (iv) is not a Prohibited Party unless (in the case of this clause (iv)) the Depositor consents to the continuation of the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, in the Depositor’s reasonable discretion. If such corporation, bank, trust company or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such corporation, bank, trust company or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In addition: (i) the Trustee shall at all times meet the requirements of Section 26(a)(1) of the Investment Company Act; and (ii) the Trustee may not have any affiliations or act in any other capacity with respect to the transactions contemplated hereby that would cause the Exemption to be unavailable with respect to any Class of Certificates as to which it would otherwise be available. Furthermore, the Trustee, the Certificate Administrator, Administrator and the Tax Administrator and the Trustee shall at all times maintain a short-term unsecured debt rating of at least “F-1” by Fitch and “P-1” by Xxxxx’x and, if rated by KBRA, the equivalent rating of KBRA (or, in the case of either such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and a long-term unsecured debt rating of at least “A-” by Fitch, “A1” by Xxxxx’x (or “A2” by Xxxxx’x if the applicable entity has a short term unsecured debt rating of at least and “P-1A” by Xxxxx’x)DBRS (provided, provided however, that the Trustee may maintain a long-term unsecured debt rating of at least “Baa2” by Xxxxx’x and “A(low)” by DBRS if Xxxxx Fargo Bank or a successor thereto is acting as the General Master Servicer and maintains a rating of at least “A2” by Xxxxx’x and “A” by DBRS); provided that if the Trustee is not rated by Xxxxx’x or DBRS, it shall maintain an equivalent (or higher) rating by any two other NRSROs (or, in the case of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) (provided that this proviso shall not impose on the General Master Servicer any obligation to maintain such rating). In case at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of this Section 8.06, the Trustee, the Certificate Administrator or the Tax Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, bank, trust company or association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Sellers, the Master ServicersServicer, the Special Servicers Servicer and their respective Affiliates; provided that none of (i) the Depositor, (ii) any Person involved in the organization or operation of the Depositor or the Trust, (iii) a the Master Servicer or Special Servicer (except during any period when the Trustee has assumed the duties of such the Master Servicer or Special Servicer (as the case may be) pursuant to Section 7.02), (iv) any Mortgage Loan Seller or (v) any Affiliate of any of them, may be the Trustee hereunder.

Eligibility Requirements for the Trustee, the Certificate Administrator and the Tax Administrator. The Trustee, the Certificate Administrator and the Tax Administrator hereunder each shall at all times be a corporation, bank, trust company or association that: (i) is organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia and, in the case of the Trustee, authorized under such laws to exercise trust powers; (ii) has a combined capital and surplus of at least $50,000,000; (iii) is subject to supervision or examination by federal or state authority; and (iv) is not a Prohibited Party unless (in the case of this clause (iv)) the Depositor consents to the continuation of the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, in the Depositor’s reasonable discretion. If such corporation, bank, trust company or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such corporation, bank, trust company or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In addition: (i) the Trustee shall at all times meet the requirements of Section 26(a)(1) of the Investment Company Act; and (ii) the Trustee may not have any affiliations or act in any other capacity with respect to the transactions contemplated hereby that would cause the Exemption to be unavailable with respect to any Class of Certificates as to which it would otherwise be available. Furthermore, the Trustee, the Certificate Administrator, Administrator and the Tax Administrator and the Trustee shall at all times maintain a short-term unsecured debt rating of at least “F-1” by Fitch and “P-1” by Xxxxx’x and, if rated by KBRA, the equivalent rating of KBRA (or, in the case of either such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and a long-term unsecured debt rating of at least “A-” by Fitch, Fitch and “A1” by Xxxxx’x (or “A2” A2 by Xxxxx’x if the applicable entity has a short term unsecured debt rating of at least “P-1” by Xxxxx’x)) and, provided that the Trustee may maintain if rated by KBRA, an equivalent rating by KBRA and a longshort-term unsecured debt rating of “Baa2” if Xxxxx Fargo Bank or a successor thereto is acting as the General Master Servicer and maintains a rating of at least “A2F-1” by Fitch and “P-1” by Xxxxx’x (or, in the case of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) (provided that this proviso shall not impose on the General Master Servicer any obligation to maintain such rating). In case at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of this Section 8.06, the Trustee, the Certificate Administrator or the Tax Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, bank, trust company or association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Sellers, the Master Servicers, the Special Servicers and their respective Affiliates; provided provided, that none of (i) the Depositor, (ii) any Person involved in the organization or operation of the Depositor or the Trust, (iii) a Master Servicer or Special Servicer (except during any period when the Trustee has assumed the duties of such a Master Servicer or Special Servicer (as the case may be) pursuant to Section 7.02), (iv) any Mortgage Loan Seller or (v) any Affiliate of any of them, may be the Trustee hereunder.