Common use of Eligibility Requirements for the Trustee Clause in Contracts

Eligibility Requirements for the Trustee. the Custodian and the Certificate Administrator. (a) The Trustee hereunder shall at all times be (i) an institution insured by the FDIC, (ii) a corporation, national bank or national banking association, organized and doing business under the laws of the United States of America or of any state thereof, authorized to exercise corporate trust powers, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authority, (iii) an institution whose long-term senior unsecured debt is at all times rated at least “A2” by Xxxxx’x and “AA (low)” by DBRS (or “A (high)” by DBRS if the Trustee 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 Xxxxx’x from at least two other NRSROs (which may include Fitch, Xxxxx’x and/or S&P)) and that has a short-term unsecured debt rating from Xxxxx’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(a), such lower rating or ratings as is the subject of a Rating Agency Confirmation) and (iv) a Person that is not a Prohibited Party. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then, for the purposes of this Section, the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 7.6. (b) The Custodian hereunder shall at all times be (i) an institution insured by the FDIC, (ii) a corporation, national bank or national banking association, organized and doing business under the laws of the United States of America or of any state thereof, authorized to exercise corporate trust powers, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authority, (iii) an institution whose long-term senior unsecured debt is at all times rated at least “A2” by Xxxxx’x and “AA (low)” by DBRS (or “A (high)” by DBRS if the Custodian 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 Xxxxx’x from at least two other NRSROs (which may include Fitch, Xxxxx’x and/or S&P)) and that has a short-term unsecured debt rating from Xxxxx’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 (iv) a Person that is not a Prohibited Party. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then, for the purposes of this Section, the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Custodian shall cease to be eligible in accordance with provisions of this Section, the Custodian shall resign immediately in the manner and with the effect specified in Section 7.6. (c) 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 “A2” by Xxxxx’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 Xxxxx’x from at least two other NRSROs (which may include Fitch, Xxxxx’x and/or S&P)) and a short-term unsecured debt rating from Xxxxx’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. the Custodian Fiscal Agent and the Certificate Administrator. (a) Paying Agent The Trustee hereunder shall at all times be (i) an institution insured by the FDIC, (ii) a corporation, national bank or national banking association, association organized and doing business under the laws of the United States of America or of and any state thereof, authorized to exercise corporate trust powers, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authority, and (iii) an institution whose short-term debt obligations are at all times rated not less than "A-1" (without regard to plus or minus) by S&P and whose long-term senior unsecured debt debt, or that of its fiscal agent, if applicable, is at all times rated at least “A2” not less than "AA-" by Xxxxx’x and “AA Fitch (low)” by DBRS (or “A (high)” by DBRS or, if the Trustee has is rated "A+" by Fitch, a short short-term debt rating of at least “R-1 (middle)” from DBRS"F-1+" in the case of Fitch) (orand "A+" by S&P, if not rated by DBRS, an equivalent (or higher) unless a Fiscal Agent is appointed that has a long-term unsecured debt rating such as that listed above by Xxxxx’x from is at least two other NRSROs (which may include Fitch, Xxxxx’x and/or S&P)) "A+" by S&P and that has a short-term unsecured debt rating from Xxxxx’x of that is at least “P-1” (or"A-1" by S&P, in the which case of any Rating Agency with respect to either the such Trustee's long-term unsecured debt will be permitted to be rated not less than "A" by S&P or short-term ratings specified in this Section 7.5(a), such lower rating or ratings otherwise acceptable to the Rating Agencies as is the subject of evidenced by a Rating Agency Confirmation) and (iv) a Person that is not a Prohibited Party. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then, for the purposes of this Section, the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with provisions of this Section, the Trustee or the Fiscal Agent shall resign immediately in the manner and with the effect specified in Section 7.6. (b) . The Custodian hereunder Paying Agent shall at all times be (i) an institution insured by the FDIC, (ii) a corporation, national bank or national banking association, organized and doing business under the laws of the United States of America or of any state thereof, authorized to exercise corporate trust powers, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authority, (iii) an institution whose long-term senior unsecured debt is at all times rated at least “A2” by Xxxxx’x and “AA (low)” by DBRS (or “A (high)” by DBRS if the Custodian 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 Xxxxx’x from at least two other NRSROs (which may include Fitch, Xxxxx’x and/or S&P)) and that has a short-term unsecured debt rating from Xxxxx’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 (iv) a Person that is not a Prohibited Party. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then, for the purposes of this Section, the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Custodian shall cease to be eligible in accordance with provisions of this Section, the Custodian shall resign immediately in the manner and with the effect specified in Section 7.6. (c) 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 powers and shall be rated at least “A2” "A" by Xxxxx’x S&P 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 Xxxxx’x from at least two other NRSROs (which may include Fitch, Xxxxx’x and/or S&P)) unless and a short-term unsecured debt rating from Xxxxx’x of at least “P-1” (or, in to the case of any extent 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 Confirmation 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 7.6obtained.

Eligibility Requirements for the Trustee. the Custodian and the Certificate Administrator. (a) The Trustee hereunder shall at all times be (i) an institution insured by the FDIC, (ii) a corporation, national bank or national banking association, organized and doing business under the laws of the United States of America or of any state thereof, authorized to exercise corporate trust powers, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authority, (iii) an institution whose long-term senior unsecured debt is at all times rated at least “A-” by Fitch and at least “A2” by Xxxxx’x and “AA (low)” by DBRS (or “A (high)” by DBRS if the Trustee 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 Xxxxx’x from at least two other NRSROs (which may include Fitch, Xxxxx’x and/or S&P)) and that has a short-term unsecured debt rating from Fitch of at least “F1” and from Xxxxx’x of at least “P-1” (and, if rated by KBRA, an equivalent rating by KBRA) (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(a), such lower rating or ratings as is the subject of a Rating Agency ConfirmationConfirmation from such Rating Agency) and (iv) a Person that is not a Prohibited Party. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then, for the purposes of this Section, the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 7.6. (b) The Custodian hereunder shall at all times be (i) an institution insured by the FDIC, (ii) a corporation, national bank or national banking association, organized and doing business under the laws of the United States of America or of any state thereof, authorized to exercise corporate trust powers, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authority, (iii) an institution whose long-term senior unsecured debt is at all times rated at least “A-” by Fitch and at least “A2” by Xxxxx’x and “AA (low)” by DBRS (or “A (high)” by DBRS if the Custodian 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 Xxxxx’x from at least two other NRSROs (which may include Fitch, Xxxxx’x and/or S&P)) and that has a short-term unsecured debt rating from Fitch of at least “F1” and from Xxxxx’x of at least “P-1” (and, if rated by KBRA, an equivalent rating by KBRA) (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 ConfirmationConfirmation from such Rating Agency) and (iv) a Person that is not a Prohibited Party. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then, for the purposes of this Section, the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Custodian shall cease to be eligible in accordance with provisions of this Section, the Custodian shall resign immediately in the manner and with the effect specified in Section 7.6. (c) 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 at least “A2” by Xxxxx’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 Xxxxx’x from at least two other NRSROs (which may include Fitch, Xxxxx’x and/or S&P)) and a short-term unsecured debt rating from Fitch of at least “F1” and from Xxxxx’x of at least “P-1” (and, if rated by KBRA, an equivalent rating by KBRA) (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 ConfirmationConfirmation from such Rating Agency) 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. the Custodian and the Certificate Administrator. (a) The Trustee hereunder shall at all times be (i) an institution insured by the FDIC, (ii) a corporation, national bank or national banking association, organized and doing business under the laws of the United States of America or of any state thereof, authorized to exercise corporate trust powers, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authority, (iii) an institution whose long-term senior unsecured debt is at all times rated at least “A-” by Fitch and at least “A2” by Xxxxx’x and “AA (low)” by DBRS (or “A (high)” by DBRS if the Trustee 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 Xxxxx’x from at least two other NRSROs (which may include Fitch, Xxxxx’x and/or S&P)) Mxxxx’x and that has a short-term unsecured debt rating from Xxxxx’x Fitch of at least “F1” and from Mxxxx’x of at least “P-1” (and, if rated by KBRA, an equivalent rating by KBRA) (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(a), such lower rating or ratings as is the subject of a Rating Agency Confirmation) and (iv) a Person that is not a Prohibited Party. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then, for the purposes of this Section, the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 7.6. (b) The Custodian hereunder shall at all times be (i) an institution insured by the FDIC, (ii) a corporation, national bank or national banking association, organized and doing business under the laws of the United States of America or of any state thereof, authorized to exercise corporate trust powers, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authority, (iii) an institution whose long-term senior unsecured debt is at all times rated at least “A-” by Fitch and at least “A2” by Xxxxx’x and “AA (low)” by DBRS (or “A (high)” by DBRS if the Custodian 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 Xxxxx’x from at least two other NRSROs (which may include Fitch, Xxxxx’x and/or S&P)) Mxxxx’x and that has a short-term unsecured debt rating from Xxxxx’x Fitch of at least “F1” and from Mxxxx’x of at least “P-1” (and, if rated by KBRA, an equivalent rating by KBRA) (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 (iv) a Person that is not a Prohibited Party. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then, for the purposes of this Section, the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Custodian shall cease to be eligible in accordance with provisions of this Section, the Custodian shall resign immediately in the manner and with the effect specified in Section 7.6. (c) 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 at least “A2” by Xxxxx’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 Xxxxx’x from at least two other NRSROs (which may include Fitch, Xxxxx’x and/or S&P)) Mxxxx’x and a short-term unsecured debt rating from Xxxxx’x Fitch of at least “F1” 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. the Custodian and the Certificate Administrator. (a) The Trustee hereunder shall at all times be (i) an institution insured by the FDIC, (ii) a corporation, national bank or national banking association, organized and doing business under the laws of the United States of America or of any state thereof, authorized to exercise corporate trust powers, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authority, (iii) an institution whose long-term senior unsecured debt is at all times rated at least “A2A-” by Xxxxx’x and Fitch, at least “AA (low)” by DBRS (or “A (high)A” by DBRS if the Trustee has a short short-term unsecured debt rating of at least “R-1 (middle)” from DBRS) (DBRS or, if the Trustee is not rated by DBRS, an equivalent (“A” or higherhigher by any two other NRSROs) rating such as that listed above and at least “A2” by Xxxxx’x from at least two other NRSROs (which may include Fitch, Xxxxx’x and/or S&P)) and that has a short-term unsecured debt rating from Fitch of at least “F1” and from Xxxxx’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(a), such lower rating or ratings as is the subject of a Rating Agency Confirmation) and (iv) a Person that is not a Prohibited Party. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then, for the purposes of this Section, the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 7.6. (b) The Custodian hereunder shall at all times be (i) an institution insured by the FDIC, (ii) a corporation, national bank or national banking association, organized and doing business under the laws of the United States of America or of any state thereof, authorized to exercise corporate trust powers, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authority, (iii) an institution whose long-term senior unsecured debt is at all times rated at least “A2A-” by Xxxxx’x and Fitch, at least “AA (low)” by DBRS (or “A (high)A” by DBRS if the Custodian has a short short-term unsecured debt rating of at least “R-1 (middle)” from DBRS) (DBRS or, if the Custodian is not rated by DBRS, an equivalent (“A” or higherhigher by any two other NRSROs) rating such as that listed above and at least “A2” by Xxxxx’x from at least two other NRSROs (which may include Fitch, Xxxxx’x and/or S&P)) and that has a short-term unsecured debt rating from Fitch of at least “F1” and from Xxxxx’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 (iv) a Person that is not a Prohibited Party. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then, for the purposes of this Section, the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Custodian shall cease to be eligible in accordance with provisions of this Section, the Custodian shall resign immediately in the manner and with the effect specified in Section 7.6. (c) 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 “A2A-” by Xxxxx’x and Fitch, at least “AA (low)” by DBRS (or “A (high)A” by DBRS if the Certificate Administrator has a short short-term unsecured debt rating of at least “R-1 (middle)” from DBRS) (DBRS or, if the Certificate Administrator is not rated by DBRS, an equivalent (“A” or higherhigher by any two other NRSROs) rating such as that listed above and at least “A2” by Xxxxx’x from at least two other NRSROs (which may include Fitch, Xxxxx’x and/or S&P)) and a short-term unsecured debt rating from Fitch of at least “F1” and from Xxxxx’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. the Custodian and the Certificate Administrator. (a) The Trustee hereunder shall at all times be (i) an institution insured by the FDIC, (ii) a corporation, national bank or national banking association, organized and doing business under the laws of the United States of America or of any state thereof, authorized to exercise corporate trust powers, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authority, (iii) an institution whose long-term senior unsecured debt is at all times rated at least “A2A-” by Xxxxx’x and Fitch, at least “AA (low)” by DBRS (or “A (high)A” by DBRS if the Trustee has a short short-term unsecured debt rating of at least “R-1 (middle)” from DBRS) (DBRS or, if the Trustee is not rated by DBRS, an equivalent (“A” or higher) rating such as that listed above higher by Xxxxx’x from at least any two other NRSROs (NRSROs, which may include Fitch, Fitch and Xxxxx’x) and at least “A2” by Xxxxx’x and/or S&P)) and that has a short-term unsecured debt rating from Fitch of at least “F1” and from Xxxxx’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(a), such lower rating or ratings as is the subject of a Rating Agency ConfirmationConfirmation from such Rating Agency) and (iv) a Person that is not a Prohibited Party. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then, for the purposes of this Section, the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 7.6. (b) The Custodian hereunder shall at all times be (i) an institution insured by the FDIC, (ii) a corporation, national bank or national banking association, organized and doing business under the laws of the United States of America or of any state thereof, authorized to exercise corporate trust powers, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authority, (iii) an institution whose long-term senior unsecured debt is at all times rated at least “A2A-” by Xxxxx’x and Fitch, at least “AA (low)” by DBRS (or “A (high)A” by DBRS if the Custodian has a short short-term unsecured debt rating of at least “R-1 (middle)” from DBRS) (DBRS or, if the Custodian is not rated by DBRS, an equivalent (“A” or higher) rating such as that listed above higher by Xxxxx’x from at least any two other NRSROs (NRSROs, which may include Fitch, Fitch and Xxxxx’x) and at least “A2” by Xxxxx’x and/or S&P)) and that has a short-term unsecured debt rating from Fitch of at least “F1” and from Xxxxx’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 ConfirmationConfirmation from such Rating Agency) and (iv) a Person that is not a Prohibited Party. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then, for the purposes of this Section, the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Custodian shall cease to be eligible in accordance with provisions of this Section, the Custodian shall resign immediately in the manner and with the effect specified in Section 7.6. (c) 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 “A2A-” by Xxxxx’x and Fitch, at least “AA (low)” by DBRS (or “A (high)A” by DBRS if the Certificate Administrator has a short short-term unsecured debt rating of at least “R-1 (middle)” from DBRS) (DBRS or, if the Certificate Administrator is not rated by DBRS, an equivalent (“A” or higher) rating such as that listed above higher by Xxxxx’x from at least any two other NRSROs (NRSROs, which may include Fitch, Fitch and Xxxxx’x) and at least “A2” by Xxxxx’x and/or S&P)) and a short-term unsecured debt rating from Fitch of at least “F1” and from Xxxxx’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 ConfirmationConfirmation from such Rating Agency) 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. the Custodian Certificate Administrator and the Tax Administrator. The Trustee, the Certificate Administrator. (a) The Trustee Administrator and the Tax Administrator hereunder each shall at all times be a corporation, bank, trust company or association that: (i) an institution insured by the FDIC, (ii) a corporation, national bank or national banking association, is organized and doing business under the laws of the United States of America or any State thereof or the District of any state thereofColumbia and, in the case of the Trustee, authorized under such laws to exercise corporate trust powers, having ; (ii) has a combined capital and surplus of not less than at least $50,000,000 and 50,000,000; (iii) is subject to supervision or examination by federal or state authority, ; and (iiiiv) an institution whose long-term senior unsecured debt is at all times rated at least “A2” by Xxxxx’x and “AA not a Prohibited Party unless (low)” by DBRS (or “A (high)” by DBRS if the Trustee 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 Xxxxx’x from at least two other NRSROs (which may include Fitch, Xxxxx’x and/or S&P)) and that has a short-term unsecured debt rating from Xxxxx’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(a), such lower rating or ratings as is the subject of a Rating Agency Confirmation) and clause (iv)) a Person that is not a Prohibited Partythe 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, national bank bank, trust company 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, national bank bank, trust company or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In addition: (i) the Trustee shall at all times meet the requirements of Section 26(a)(1) of the Investment Company Act; and (ii) the Trustee may not have any affiliations or act in any other capacity with respect to the transactions contemplated hereby that would cause the Exemption to be unavailable with respect to any Class of Certificates as to which it would otherwise be available. Furthermore 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” and a short-term unsecured debt rating of “P-2” if Xxxxx Fargo Bank or a successor thereto is acting as the Master Servicer and maintains a long-term unsecured debt 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 Master Servicer any obligation to maintain such rating as set forth herein). In case at any time the Trustee Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of this SectionSection 8.06, the Trustee Trustee, the Certificate Administrator or the Tax Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 7.6. (b) 8.07. The Custodian hereunder shall at all times be 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 Servicer, the Special Servicer and their respective Affiliates; provided that none of (i) an institution insured by the FDICDepositor, (ii) a corporation, national bank any Person involved in the organization or national banking association, organized and doing business under the laws operation of the United States of America Depositor or of any state thereof, authorized to exercise corporate trust powers, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authoritythe Trust, (iii) an institution whose long-term senior unsecured debt is at all times rated at least “A2” by Xxxxx’x and “AA the Master Servicer or Special Servicer (low)” by DBRS except during any period when the Trustee has assumed the duties of the Master Servicer or Special Servicer (or “A (high)” by DBRS if the Custodian 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 Xxxxx’x from at least two other NRSROs (which may include Fitch, Xxxxx’x and/or S&P)) and that has a short-term unsecured debt rating from Xxxxx’x of at least “P-1” (or, in the case of any Rating Agency with respect may be) pursuant to either the long-term or short-term ratings specified in this Section 7.5(b7.02), such lower rating or ratings as is the subject of a Rating Agency Confirmation) and (iv) a Person that is not a Prohibited Party. If such corporation, national bank any Mortgage Loan Seller or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then, for the purposes of this Section, the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at (v) any time the Custodian shall cease to be eligible in accordance with provisions of this Section, the Custodian shall resign immediately in the manner and with the effect specified in Section 7.6. (c) 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 “A2” by Xxxxx’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 Xxxxx’x from at least two other NRSROs (which may include Fitch, Xxxxx’x and/or S&P)) and a short-term unsecured debt rating from Xxxxx’x of at least “P-1” (or, in the case Affiliate of any Rating Agency with respect to either of them, may be 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 7.6Trustee hereunder.

Eligibility Requirements for the Trustee. the Custodian and the Certificate Administrator. (a) THE FISCAL AGENT AND THE PAYING AGENT. The Trustee hereunder shall at all times be (i) an institution insured by the FDIC, (ii) a corporation, national bank or national banking association, organized and doing business under the laws of the United States of America or of any state thereof, association authorized to exercise corporate trust powers, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authority, and (iii) an institution whose short-term debt obligations are at all times rated not less than "A-1" by S&P and "Prime-1" by Xxxxx'x and whose long-term senior unsecured debt is at all times rated not less than "A+" by S&P and "Aa3" by Xxxxx'x, provided, that if the Fiscal Agent is rated at least “A2” "Aa3" by Xxxxx’x Xxxxx'x and “AA (low)” "AA-" by DBRS S&P (or “A (high)” "A+" by DBRS S&P if the Trustee 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 Xxxxx’x from at least two other NRSROs (which may include Fitch, Xxxxx’x and/or S&P)) and that has a Fiscal Agent's short-term unsecured debt rating from Xxxxx’x of is rated 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(a"A-1" by S&P), such lower rating then the Trustee must be rated not less than "A3" by Xxxxx'x and "A-" by S&P, or ratings otherwise acceptable to the Rating Agencies as is the subject of evidenced by a Rating Agency Confirmation) and (iv) a Person that is not a Prohibited Party. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then, for the purposes of this Section, the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with provisions of this Section, the Trustee or the Fiscal Agent shall resign immediately in the manner and with the effect specified in Section 7.6. (b) The Custodian hereunder shall at all times be (i) an institution insured by the FDIC, (ii) a corporation, national bank or national banking association, organized and doing business under the laws of the United States of America or of any state thereof, authorized to exercise corporate trust powers, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authority, (iii) an institution whose long-term senior unsecured debt is at all times rated at least “A2” by Xxxxx’x and “AA (low)” by DBRS (or “A (high)” by DBRS if the Custodian 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 Xxxxx’x from at least two other NRSROs (which may include Fitch, Xxxxx’x and/or S&P)) and that has a short-term unsecured debt rating from Xxxxx’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 (iv) a Person that is not a Prohibited Party. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then, for the purposes of this Section, the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Custodian shall cease to be eligible in accordance with provisions of this Section, the Custodian shall resign immediately in the manner and with the effect specified in Section 7.6. (c) 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 “A2” by Xxxxx’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 Xxxxx’x from at least two other NRSROs (which may include Fitch, Xxxxx’x and/or S&P)) and a short-term unsecured debt rating from Xxxxx’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. the Custodian Certificate Administrator and the Tax Administrator. The Trustee, the Certificate Administrator. (a) The Trustee Administrator and the Tax Administrator hereunder each shall at all times be a corporation, bank, trust company or association that: (i) an institution insured by the FDIC, (ii) a corporation, national bank or national banking association, is organized and doing business under the laws of the United States of America or any State thereof or the District of any state thereofColumbia and, in the case of the Trustee, authorized under such laws to exercise corporate trust powers, having ; (ii) has a combined capital and surplus of not less than at least $50,000,000 and 50,000,000; (iii) is subject to supervision or examination by federal or state authority, ; and (iiiiv) an institution whose long-term senior unsecured debt is at all times rated at least “A2” by Xxxxx’x and “AA not a Prohibited Party unless (low)” by DBRS (or “A (high)” by DBRS if the Trustee 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 Xxxxx’x from at least two other NRSROs (which may include Fitch, Xxxxx’x and/or S&P)) and that has a short-term unsecured debt rating from Xxxxx’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(a), such lower rating or ratings as is the subject of a Rating Agency Confirmation) and clause (iv)) a Person that is not a Prohibited Partythe 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, national bank bank, trust company 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, national bank bank, trust company or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In addition: (i) the Trustee shall at all times meet the requirements of Section 26(a)(1) of the Investment Company Act; and (ii) the Trustee may not have any affiliations or act in any other capacity with respect to the transactions contemplated hereby that would cause the Exemption to be unavailable with respect to any Class of Certificates as to which it would otherwise be available. Furthermore, (i) the Certificate Administrator and the Tax Administrator shall at all times maintain a long-term unsecured debt rating of at least “AA (low)” by DBRS and the Trustee shall at all times maintain a long-term unsecured debt rating of at least “A” by DBRS and “A2” by Xxxxx’x (provided, however, that the Trustee may maintain a long-term unsecured debt rating of at least “A (low)” by DBRS and “Baa2” by Xxxxx’x and a short-term unsecured debt rating of at least of “P-2” by Xxxxx’x if the Master Servicer maintains a rating of at least “A2” by Xxxxx’x and “A” by DBRS (provided that this proviso shall not impose on the Master Servicer any obligation or requirement to maintain such rating); and provided, further, that if any of the Certificate Administrator, the Tax Administrator, or the Trustee is not rated by DBRS, such party shall maintain an equivalent (or higher) rating by any two other NRSROs which may be Xxxxx’x and Morningstar), and (ii) the Certificate Administrator, the Tax Administrator and the Trustee shall at all times maintain a long-term unsecured debt rating of at least “A2” by Xxxxx’x (or, in the case of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and a short-term unsecured debt rating of at least “P-1” by Xxxxx’x (or, in the case of either such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and Morningstar and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency). In case at any time the Trustee Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of this SectionSection 8.06, the Trustee Trustee, the Certificate Administrator or the Tax Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 7.6. (b) 8.07. The Custodian hereunder shall at all times be 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 Servicer, the Special Servicer and their respective Affiliates; provided that none of (i) an institution insured by the FDICDepositor, (ii) a corporation, national bank any Person involved in the organization or national banking association, organized and doing business under the laws operation of the United States of America Depositor or of any state thereof, authorized to exercise corporate trust powers, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authority, (iii) an institution whose long-term senior unsecured debt is at all times rated at least “A2” by Xxxxx’x and “AA (low)” by DBRS (or “A (high)” by DBRS if the Custodian 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 Xxxxx’x from at least two other NRSROs (which may include Fitch, Xxxxx’x and/or S&P)) and that has a short-term unsecured debt rating from Xxxxx’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 (iv) a Person that is not a Prohibited Party. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then, for the purposes of this Section, the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Custodian shall cease to be eligible in accordance with provisions of this Section, the Custodian shall resign immediately in the manner and with the effect specified in Section 7.6. (c) 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 “A2” by Xxxxx’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 Xxxxx’x from at least two other NRSROs (which may include Fitch, Xxxxx’x and/or S&P)) and a short-term unsecured debt rating from Xxxxx’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.Trust,

Eligibility Requirements for the Trustee. the Custodian and the Certificate Administrator. (a) The Trustee hereunder shall at all times be (i) an institution insured by the FDIC, (ii) a corporation, national bank or national banking association, organized and doing business under the laws of the United States of America or of any state thereof, authorized to exercise corporate trust powers, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authority, (iii) an institution whose long-term senior unsecured debt is at all times rated at least “A2A+” by Xxxxx’x Fitch and “AA (low)A1” by DBRS (or “A (high)” by DBRS if the Trustee 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 Xxxxx’x from at least two other NRSROs (which may include Fitch, Xxxxx’x and/or S&P)) Mxxxx’x and that has a short-term unsecured debt rating from Xxxxx’x 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(a), such lower rating or ratings as is the subject of a Rating Agency Confirmation) and (iv) a Person that is not a Prohibited Party. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then, for the purposes of this Section, the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 7.6. (b) The Custodian hereunder shall at all times be (i) an institution insured by the FDIC, (ii) a corporation, national bank or national banking association, organized and doing business under the laws of the United States of America or of any state thereof, authorized to exercise corporate trust powers, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authority, (iii) an institution whose long-term senior unsecured debt is at all times rated at least “A2A+” by Xxxxx’x Fitch and “AA (low)A1” by DBRS (or “A (high)” by DBRS if the Custodian 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 Xxxxx’x from at least two other NRSROs (which may include Fitch, Xxxxx’x and/or S&P)) Mxxxx’x and that has a short-term unsecured debt rating from Xxxxx’x 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 (iv) a Person that is not a Prohibited Party. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then, for the purposes of this Section, the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Custodian shall cease to be eligible in accordance with provisions of this Section, the Custodian shall resign immediately in the manner and with the effect specified in Section 7.6. (c) 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 “A2A+” by Xxxxx’x Fitch and “AA (low)A1” 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 Xxxxx’x from at least two other NRSROs (which may include Fitch, Xxxxx’x and/or S&P)) Mxxxx’x and a short-short- term unsecured debt rating from Xxxxx’x 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. the Custodian Certificate Administrator and the Tax Administrator. The Trustee, the Certificate Administrator. (a) The Trustee Administrator and the Tax Administrator hereunder each shall at all times be a corporation, bank, trust company or association that: (i) an institution insured by the FDIC, (ii) a corporation, national bank or national banking association, is organized and doing business under the laws of the United States of America or any State thereof or the District of any state thereofColumbia and, in the case of the Trustee, authorized under such laws to exercise corporate trust powers, having ; (ii) has a combined capital and surplus of not less than at least $50,000,000 and 50,000,000; (iii) is subject to supervision or examination by federal or state authority, ; and (iiiiv) an institution whose long-term senior unsecured debt is at all times rated at least “A2” by Xxxxx’x and “AA not a Prohibited Party unless (low)” by DBRS (or “A (high)” by DBRS if the Trustee 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 Xxxxx’x from at least two other NRSROs (which may include Fitch, Xxxxx’x and/or S&P)) and that has a short-term unsecured debt rating from Xxxxx’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(a), such lower rating or ratings as is the subject of a Rating Agency Confirmation) and clause (iv)) a Person that is not a Prohibited Partythe 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, national bank bank, trust company 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, national bank bank, trust company or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In addition: (i) the Trustee shall at all times meet the requirements of Section 26(a)(1) of the Investment Company Act; and (ii) the Trustee may not have any affiliations or act in any other capacity with respect to the transactions contemplated hereby that would cause the Exemption to be unavailable with respect to any Class of Certificates as to which it would otherwise be available. Furthermore, (i) the Certificate Administrator and the Tax Administrator shall at all times maintain a long-term unsecured debt rating of at least “AA (low)” by DBRS and the Trustee shall at all times maintain a long-term unsecured debt rating of at least “A” by DBRS (provided, however, that the Trustee may maintain a long-term unsecured debt rating of at least “A (low)” by DBRS if the General Master Servicer maintains a rating of at least “A” by DBRS; and provided, further, that if any of the Certificate Administrator, the Tax Administrator, or the Trustee is not rated by DBRS, such party shall maintain an equivalent (or higher) rating by any two other NRSROs which may be KBRA and Mxxxx’x), and (ii) the Certificate Administrator, the Tax Administrator and the Trustee shall at all times maintain a long-term unsecured debt rating of at least “A2” by Mxxxx’x and, if rated by KBRA, the equivalent rating of KBRA (or, in the case of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and a short-term unsecured debt rating of at least “P-1” by Mxxxx’x and, if rated by KBRA, the equivalent rating of KBRA (or, in the case of either such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency). In case at any time the Trustee Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of this SectionSection 8.06, the Trustee Trustee, the Certificate Administrator or the Tax Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 7.6. (b) 8.07. The Custodian hereunder shall at all times be 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) an institution insured by the FDICDepositor, (ii) a corporation, national bank any Person involved in the organization or national banking association, organized and doing business under the laws operation of the United States of America Depositor or of any state thereof, authorized to exercise corporate trust powers, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authoritythe Trust, (iii) an institution whose long-term senior unsecured debt is at all times rated at least “A2” by Xxxxx’x and “AA a Master Servicer or Special Servicer (low)” by DBRS except during any period when the Trustee has assumed the duties of such Master Servicer or Special Servicer (or “A (high)” by DBRS if the Custodian 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 Xxxxx’x from at least two other NRSROs (which may include Fitch, Xxxxx’x and/or S&P)) and that has a short-term unsecured debt rating from Xxxxx’x of at least “P-1” (or, in the case of any Rating Agency with respect may be) pursuant to either the long-term or short-term ratings specified in this Section 7.5(b7.02), such lower rating or ratings as is the subject of a Rating Agency Confirmation) and (iv) a Person that is not a Prohibited Party. If such corporation, national bank any Mortgage Loan Seller or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then, for the purposes of this Section, the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at (v) any time the Custodian shall cease to be eligible in accordance with provisions of this Section, the Custodian shall resign immediately in the manner and with the effect specified in Section 7.6. (c) 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 “A2” by Xxxxx’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 Xxxxx’x from at least two other NRSROs (which may include Fitch, Xxxxx’x and/or S&P)) and a short-term unsecured debt rating from Xxxxx’x of at least “P-1” (or, in the case Affiliate of any Rating Agency with respect to either of them, may be 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 7.6Trustee hereunder.

Eligibility Requirements for the Trustee. the Custodian Fiscal Agent and the Certificate Administrator. (a) Paying Agent. The Trustee hereunder shall at all times be (i) an institution insured by the FDIC, (ii) a corporation, national bank or national banking association, organized and doing business under the laws of the United States of America or of any state thereof, association authorized to exercise corporate trust powers, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authority, and (iii) an institution whose short-term debt obligations are at all times rated not less than "Prime-1" by Moody's and whose long-term senior unsecured debt is at all times rated at least “A2” xxx xxss than "AA-" by Xxxxx’x and “AA (low)” by DBRS Fitch (or “A (high)” "Aa3" by DBRS Fitch if the Trustee 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 Xxxxx’x from at least two other NRSROs (which may include Fitch, Xxxxx’x and/or S&P)) and that has a Trustee's short-term unsecured debt rating from Xxxxx’x of is rated at least “P-1” "F-1" by Fitch) and "Aa3" by Moody's, provided, that if the Fiscal Agent is rated at least "AA-" by Xxxxx (or, in or "A+" by Fitch if the case of any Rating Agency with respect to either the long-term or Fiscal Agent's short-term ratings specified in this Section 7.5(aunsecured debt is rated at least "F-1" by Fitch), such lower rating and "Aa3" by Moody's, then the Trustee must be rated not less than "A-" by Fitch and "X0" xy Moody's, or ratings otherwise acceptable to the Rating Agencies as is the subject of a Rating evidenced by x Xxxxng Agency Confirmation) and (iv) a Person that is not a Prohibited Party. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then, for the purposes of this Section, the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with provisions of this Section, the Trustee or the Fiscal Agent shall resign immediately in the manner and with the effect specified in Section 7.6. (b) The Custodian hereunder shall at all times be (i) an institution insured by the FDIC, (ii) a corporation, national bank or national banking association, organized and doing business under the laws of the United States of America or of any state thereof, authorized to exercise corporate trust powers, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authority, (iii) an institution whose long-term senior unsecured debt is at all times rated at least “A2” by Xxxxx’x and “AA (low)” by DBRS (or “A (high)” by DBRS if the Custodian 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 Xxxxx’x from at least two other NRSROs (which may include Fitch, Xxxxx’x and/or S&P)) and that has a short-term unsecured debt rating from Xxxxx’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 (iv) a Person that is not a Prohibited Party. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then, for the purposes of this Section, the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Custodian shall cease to be eligible in accordance with provisions of this Section, the Custodian shall resign immediately in the manner and with the effect specified in Section 7.6. (c) 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 “A2” by Xxxxx’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 Xxxxx’x from at least two other NRSROs (which may include Fitch, Xxxxx’x and/or S&P)) and a short-term unsecured debt rating from Xxxxx’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. the Custodian and the Certificate Administrator. (a) The Trustee hereunder shall at all times meet the requirements of Section 26(a)(1) of the Investment Company Act and be a corporation, a trust company, a bank or a banking association: (i) an institution insured by the FDIC, (ii) a corporation, national bank or national banking association, organized and doing business under the laws of the United States of America or any State thereof or the District of any state thereof, Columbia; (ii) authorized under such laws to exercise corporate trust powers, ; (iii) having a combined capital and surplus of not less than at least $50,000,000 and 50,000,000; (iv) subject to supervision or examination by federal or state authority, ; and (iiiv) an institution whose long-term senior unsecured debt is at all times rated at least “A2” not less than "Aa3" by Xxxxx’x Xxxxx'x and “AA (low)” "AA" by DBRS (or “A (high)” by DBRS if the Trustee 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 Xxxxx’x from at least two other NRSROs (which may include Fitch, Xxxxx’x and/or S&P)) and that has a short-term unsecured debt rating from Xxxxx’x of at least “P-1” Fitch (or, in the case of any each Rating Agency with respect to either the long-term or short-term ratings specified in this Section 7.5(a)Agency, such lower rating or ratings as is would not, as confirmed in writing by such Rating Agency, result in a qualification, downgrade or withdrawal of any of the subject of a then-current ratings assigned by such Rating Agency Confirmation) and (iv) a Person that is not a Prohibited Partyto the Certificates). If such corporation, national trust company, bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then, for the purposes of this SectionSection 8.06, the combined capital and surplus of such corporation, national trust company, 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 case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 7.6. (b) 8.07. The Custodian hereunder shall at all times be corporation, trust company, bank or banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Sellers, the Master Servicer, the Special Servicer, the Tax Administrator and their respective Affiliates; provided that none of (i) an institution insured by the FDICDepositor or any Person involved in the organization or operation of the Depositor, (ii) a corporation, national bank or national banking association, organized and doing business under the laws of the United States of America or of any state thereof, authorized to exercise corporate trust powers, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authorityLlama, (iii) an institution whose long-term senior unsecured debt is at all times rated at least “A2” by Xxxxx’x and “AA (low)” by DBRS (SBRC or “A (high)” by DBRS if the Custodian 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 Xxxxx’x from at least two other NRSROs (which may include Fitch, Xxxxx’x and/or S&P)) and that has a short-term unsecured debt rating from Xxxxx’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 (iv) a Person that is not a Prohibited Party. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then, for the purposes of this Section, the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Custodian shall cease to be eligible in accordance with provisions of this Section, the Custodian shall resign immediately in the manner and with the effect specified in Section 7.6. (c) 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 “A2” by Xxxxx’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 Xxxxx’x from at least two other NRSROs (which may include Fitch, Xxxxx’x and/or S&P)) and a short-term unsecured debt rating from Xxxxx’x of at least “P-1” (or, in the case Affiliate of any Rating Agency with respect to either of them, may be 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 7.6Trustee hereunder.

Eligibility Requirements for the Trustee. the Custodian and the Certificate Administrator. (a) The Trustee hereunder shall at all times be (i) an institution insured by the FDIC, (ii) a corporation, national bank or national banking association, organized and doing business under the laws of the United States of America or of any state thereof, authorized to exercise corporate trust powers, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authority, (iii) an institution whose long-term senior unsecured debt is at all times rated at least “A2A-” by Xxxxx’x and Fitch, at least “AA (low)” by DBRS (or “A (high)A” by DBRS if the Trustee has a short short-term unsecured debt rating of at least “R-1 (middle)” from DBRS) (DBRS or, if the Trustee is not rated by DBRS, an equivalent (“A” or higher) rating such as that listed above higher by Xxxxx’x from at least any two other NRSROs (NRSROs, which may include Fitch, Xxxxx’x and/or S&P)Fitch and Mxxxx’x) and at least “A2” by Mxxxx’x and that has a short-term unsecured debt rating from Xxxxx’x Fitch of at least “F1” 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(a), such lower rating or ratings as is the subject of a Rating Agency ConfirmationConfirmation from such Rating Agency) and (iv) a Person that is not a Prohibited Party. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then, for the purposes of this Section, the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 7.6. (b) The Custodian hereunder shall at all times be (i) an institution insured by the FDIC, (ii) a corporation, national bank or national banking association, organized and doing business under the laws of the United States of America or of any state thereof, authorized to exercise corporate trust powers, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authority, (iii) an institution whose long-term senior unsecured debt is at all times rated at least “A2A-” by Xxxxx’x and Fitch, at least “AA (low)” by DBRS (or “A (high)A” by DBRS if the Custodian has a short short-term unsecured debt rating of at least “R-1 (middle)” from DBRS) (DBRS or, if the Custodian is not rated by DBRS, an equivalent (“A” or higher) rating such as that listed above higher by Xxxxx’x from at least any two other NRSROs (NRSROs, which may include Fitch, Xxxxx’x and/or S&P)Fitch and Mxxxx’x) and at least “A2” by Mxxxx’x and that has a short-term unsecured debt rating from Xxxxx’x Fitch of at least “F1” 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 ConfirmationConfirmation from such Rating Agency) and (iv) a Person that is not a Prohibited Party. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then, for the purposes of this Section, the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Custodian shall cease to be eligible in accordance with provisions of this Section, the Custodian shall resign immediately in the manner and with the effect specified in Section 7.6. (c) 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 “A2A-” by Xxxxx’x and Fitch, at least “AA (low)” by DBRS (or “A (high)A” by DBRS if the Certificate Administrator has a short short-term unsecured debt rating of at least “R-1 (middle)” from DBRS) (DBRS or, if the Certificate Administrator is not rated by DBRS, an equivalent (“A” or higher) rating such as that listed above higher by Xxxxx’x from at least any two other NRSROs (NRSROs, which may include Fitch, Xxxxx’x and/or S&P)Fitch and Mxxxx’x) and at least “A2” by Mxxxx’x and a short-term unsecured debt rating from Xxxxx’x Fitch of at least “F1” 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 ConfirmationConfirmation from such Rating Agency) 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. the Custodian and the Certificate Administrator. (a) The Trustee hereunder shall at all times meet the requirements of Section 26(a)(1) of the Investment Company Act and be a corporation, a trust company, a bank or a banking association: (i) an institution insured by the FDIC, (ii) a corporation, national bank or national banking association, organized and doing business under the laws of the United States of America or any State thereof or the District of any state thereof, Columbia; (ii) authorized under such laws to exercise corporate trust powers, ; (iii) having a combined capital and surplus of not less than at least $50,000,000 and 50,000,000; (iv) subject to supervision or examination by federal or state authority, ; and (iiiv) an institution whose long-term senior unsecured debt is at all times rated at least “A2” not less than "Aa3" by Xxxxx’x Xxxxx'x and “AA (low)” "AA" by DBRS (or “A (high)” by DBRS if the Trustee 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 Xxxxx’x from at least two other NRSROs (which may include Fitch, Xxxxx’x and/or S&P)) and that has a short-term unsecured debt rating from Xxxxx’x of at least “P-1” S&P (or, in the case of any each Rating Agency with respect to either the long-term or short-term ratings specified in this Section 7.5(a)Agency, such lower rating or ratings as is would not, as confirmed in writing by such Rating Agency, result in a downgrade or withdrawal of any of the subject of a then-current ratings assigned by such Rating Agency Confirmation) and (iv) a Person that is not a Prohibited Partyto the Certificates). If such corporation, national trust company, bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then, for the purposes of this SectionSection 8.06, the combined capital and surplus of such corporation, national trust company, 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 case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 7.6. (b) 8.07. The Custodian hereunder shall at all times be corporation, trust company, bank or banking association serving as Trustee may have normal banking and trust relationships with the Sponsor, the Mortgage Loan Sellers, the Master Servicer, the Special Servicer, the REMIC Administrator and their respective Affiliates; provided that none of (i) an institution insured by the FDICDepositor or any Person involved in the organization or operation of the Depositor, (ii) a corporation, national bank or national banking association, organized and doing business under the laws of the United States of America or of any state thereof, authorized to exercise corporate trust powers, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authorityCREI, (iii) an institution whose long-term senior unsecured debt is at all times rated at least “A2” by Xxxxx’x and “AA (low)” by DBRS (SBRC or “A (high)” by DBRS if the Custodian 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 Xxxxx’x from at least two other NRSROs (which may include Fitch, Xxxxx’x and/or S&P)) and that has a short-term unsecured debt rating from Xxxxx’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 (iv) a Person that is not a Prohibited Party. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then, for the purposes of this Section, the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Custodian shall cease to be eligible in accordance with provisions of this Section, the Custodian shall resign immediately in the manner and with the effect specified in Section 7.6. (c) 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 “A2” by Xxxxx’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 Xxxxx’x from at least two other NRSROs (which may include Fitch, Xxxxx’x and/or S&P)) and a short-term unsecured debt rating from Xxxxx’x of at least “P-1” (or, in the case Affiliate of any Rating Agency with respect to either of them, may be 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 7.6Trustee hereunder.

Eligibility Requirements for the Trustee. the Custodian Certificate Administrator and the Tax Administrator. The Trustee, the Certificate Administrator. (a) The Trustee Administrator and the Tax Administrator hereunder each shall at all times be a corporation, bank, trust company or association that: (i) an institution insured by the FDIC, (ii) a corporation, national bank or national banking association, is organized and doing business under the laws of the United States of America or any State thereof or the District of any state thereofColumbia and, in the case of the Trustee, authorized under such laws to exercise corporate trust powers, having ; (ii) has a combined capital and surplus of not less than at least $50,000,000 50,000,000; and (iii) is subject to supervision or examination by federal or state authority, (iii) an institution whose long-term senior unsecured debt is at all times rated at least “A2” by Xxxxx’x and “AA (low)” by DBRS (or “A (high)” by DBRS if the Trustee 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 Xxxxx’x from at least two other NRSROs (which may include Fitch, Xxxxx’x and/or S&P)) and that has a short-term unsecured debt rating from Xxxxx’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(a), such lower rating or ratings as is the subject of a Rating Agency Confirmation) and (iv) a Person that is not a Prohibited Party. If such corporation, national bank bank, trust company 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, national bank bank, trust company 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 case at any time addition: (i) the Trustee shall cease to be eligible in accordance with provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 7.6. (b) The Custodian hereunder shall at all times be (imeet the requirements of Section 26(a)(1) an institution insured by of the FDIC, Investment Company Act; and (ii) neither the Certificate Administrator nor the Tax Administrator may have any affiliations or act in any other capacity with respect to the transactions contemplated hereby that would cause the Underwriter Exemption to be unavailable with respect to any Class of Certificates as to which it would otherwise be available. Furthermore, the Trustee, the Certificate Administrator and the Tax Administrator shall at all times maintain a corporation, national bank or national banking association, organized and doing business under the laws of the United States of America or of any state thereof, authorized to exercise corporate trust powers, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authority, (iii) an institution whose long-term senior unsecured debt is at all times rated at least “A2” by Xxxxx’x and “AA (low)” by DBRS (or “A (high)” by DBRS if the Custodian has a short term debt rating of at least “R-1 (middle)” "Aa3" from DBRS) (or, if not rated by DBRS, an equivalent (or higher) rating such as that listed above by Xxxxx’x from at least two other NRSROs (which may include Fitch, Xxxxx’x and/or S&P)) Xxxxx'x and that has a short-term unsecured debt rating from Xxxxx’x each Rating Agency of at least “P-1” "P-2" in the case of Xxxxx'x and "F-1" in the case of Fitch (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)Agency, such lower rating or ratings as is the subject of a will not result in an Adverse Rating Agency Confirmation) and (iv) a Person that is not a Prohibited Party. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then, for the purposes of this Section, the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Custodian shall cease to be eligible in accordance with provisions of this Section, the Custodian shall resign immediately in the manner and with the effect specified in Section 7.6. (c) 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 “A2” by Xxxxx’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 Xxxxx’x from at least two other NRSROs (which may include Fitch, Xxxxx’x and/or S&P)) and a short-term unsecured debt rating from Xxxxx’x of at least “P-1” (or, in the case of any Rating Agency Event with respect to either the long-term or short-term ratings specified in this Section 7.5(b), any Class of Rated Certificates rated by 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 if the Certificate Administrator shall cease to be eligible in accordance with provisions of this SectionMarquis Apartments Loan Group, the Certificate Administrator shall resign immediately Plaza La Cienega Loan Group or the Garden State Pavilion Loan Group is then serviced and administered under this Agreement) also will not result in the manner and Adverse Rating Event with the effect specified in Section 7.6.respect to any class of

Eligibility Requirements for the Trustee. the Custodian and the Certificate Administrator. (a) The Trustee hereunder shall at all times be (i) an institution insured by the FDIC, (ii) a corporation, national bank or national banking association, organized and doing business under the laws of the United States of America or of any state thereof, authorized to exercise corporate trust powers, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authority, (iii) an institution whose long-term senior unsecured debt is at all times rated at least “A2” by Xxxxx’x Mxxxx’x and “AA (low)” by DBRS (or “A (high)” by DBRS if the Trustee 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 Xxxxx’x Mxxxx’x from at least two other NRSROs (which may include Fitch, Xxxxx’x Mxxxx’x and/or S&P)) and that has a short-term unsecured debt rating from Xxxxx’x 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(a), such lower rating or ratings as is the subject of a Rating Agency Confirmation) and (iv) a Person that is not a Prohibited Party. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then, for the purposes of this Section, the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 7.6. (b) The Custodian hereunder shall at all times be (i) an institution insured by the FDIC, (ii) a corporation, national bank or national banking association, organized and doing business under the laws of the United States of America or of any state thereof, authorized to exercise corporate trust powers, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authority, (iii) an institution whose long-term senior unsecured debt is at all times rated at least “A2” by Xxxxx’x Mxxxx’x and “AA (low)” by DBRS (or “A (high)” by DBRS if the Custodian 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 Xxxxx’x Mxxxx’x from at least two other NRSROs (which may include Fitch, Xxxxx’x Mxxxx’x and/or S&P)) and that has a short-term unsecured debt rating from Xxxxx’x 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 (iv) a Person that is not a Prohibited Party. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then, for the purposes of this Section, the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Custodian shall cease to be eligible in accordance with provisions of this Section, the Custodian shall resign immediately in the manner and with the effect specified in Section 7.6. (c) 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 “A2” by Xxxxx’x 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 Xxxxx’x Mxxxx’x from at least two other NRSROs (which may include Fitch, Xxxxx’x Mxxxx’x and/or S&P)) and a short-term unsecured debt rating from Xxxxx’x 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. the Custodian and the Certificate Administrator. (a) The Trustee hereunder shall at all times be (i) an institution insured by the FDIC, (ii) a corporation, national bank corporation or national banking association, association organized and doing business under the laws of any state or the United States of America or of any state thereofAmerica, authorized under such laws to exercise corporate trust powerspowers and to accept the trust conferred under this Agreement, having a combined capital and surplus of not less than at least $50,000,000 and a rating on its unsecured long-term debt of at least “[___]” by [_____] (or “[___]” by [_____] if the Trustee has a short-term debt rating of at least “[___]” from [_____]) and “[___]” by [_____] (or “[___]” by [_____= if the Trustee has a short-term debt rating of at least “[___]” from [_____]) (or such other rating with respect to which the Rating Agencies have provided a No Downgrade Confirmation) and subject to supervision or examination by federal or state authority, authority and shall not be an Affiliate of the Master Servicer (iii) an institution whose long-term senior unsecured debt is at all times rated at least “A2” by Xxxxx’x and “AA (low)” by DBRS (or “A (high)” by DBRS if except during any period when the Trustee has a short term debt rating assumed the duties of at least “R-1 (middlethe Master Servicer pursuant to Section 7.02)” from DBRS) (or, if not rated by DBRS, an equivalent (or higher) rating such as that listed above by Xxxxx’x from at least two other NRSROs (which may include Fitch, Xxxxx’x and/or S&P)) and that has a short-term unsecured debt rating from Xxxxx’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(a), such lower rating or ratings as is the subject of a Rating Agency Confirmation) and (iv) a Person that is not a Prohibited Party. If such corporation, national bank a corporation 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, national bank or national banking association corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of the Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee 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 (iii) administer the Trust Fund from a state and local jurisdiction that does not impose such a tax. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 7.68.07. (b) The Custodian hereunder shall at all times be (i) an institution insured by the FDIC, (ii) a corporation, national bank or national banking association, organized and doing business under the laws of the United States of America or of any state thereof, authorized to exercise corporate trust powers, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authority, (iii) an institution whose long-term senior unsecured debt is at all times rated at least “A2” by Xxxxx’x and “AA (low)” by DBRS (or “A (high)” by DBRS if the Custodian 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 Xxxxx’x from at least two other NRSROs (which may include Fitch, Xxxxx’x and/or S&P)) and that has a short-term unsecured debt rating from Xxxxx’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 (iv) a Person that is not a Prohibited Party. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then, for the purposes of this Section, the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Custodian shall cease to be eligible in accordance with provisions of this Section, the Custodian shall resign immediately in the manner and with the effect specified in Section 7.6. (c) 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 “A2” by Xxxxx’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 Xxxxx’x from at least two other NRSROs (which may include Fitch, Xxxxx’x and/or S&P)) and a short-term unsecured debt rating from Xxxxx’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.