Common use of Eligibility Requirements for the Trustee Clause in Contracts

Eligibility Requirements for the Trustee. The Trustee hereunder shall at all times be a corporation or association organized and doing business under the laws of a state or the United States of America, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000, subject to supervision or examination by federal or state authority and with a credit rating that would not cause either of the Rating Agencies to reduce their respective then current ratings of the Certificates (or having provided such security from time to time as is sufficient to avoid such reduction) as evidenced in writing by each Rating Agency. If such corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and surplus of such corporation or association shall be deemed to be its combined capital and surplus as disclosed in its most recent report of condition so published. If at any time the Trustee ceases to be eligible in accordance with this Section 8.06, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. The entity serving as Trustee may have normal banking and trust relationships with the Depositor and its affiliates or the Master Servicer and its affiliates. The Trustee may not be an affiliate of the Seller, the Depositor, or the Master Servicer, other than the Trustee in its role as successor to the Master Servicer. The principal office of the Trustee (other than the initial Trustee) shall be in a state with respect to which an Opinion of Counsel has been delivered to the Trustee at the time the Trustee is appointed Trustee to the effect that the Trust will not be a taxable entity under the laws of that state.

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 corporation, national bank or association national banking association, organized and doing business under the laws of a state or the United States of AmericaAmerica or of any state thereof, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least not less than $50,000,000, 50,000,000 and subject to supervision or examination by federal or state authority authority, (iii) an institution whose long-term senior unsecured debt is at all times rated at least “A2” by Xxxxx’x and with a credit rating that would not cause either of the Rating Agencies to reduce their respective then current ratings of the Certificates “AA (low)” by DBRS (or having provided “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 security as that listed above by Xxxxx’x from time 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 time either the long-term or short-term ratings specified in this Section 7.5(a), such lower rating or ratings as is sufficient to avoid such reductionthe subject of a Rating Agency Confirmation) as evidenced in writing by each Rating Agencyand (iv) a Person that is not a Prohibited Party. If such corporation corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then then, for the purposes of this Section 8.06 Section, the combined capital and surplus of such corporation corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as disclosed set forth in its most recent report of condition so published. If In case at any time the Trustee ceases shall cease to be eligible in accordance with provisions of this Section 8.06Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. 7.6. (b) The entity serving as Trustee may have normal 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 trust relationships with the Depositor and its affiliates or the Master Servicer and its affiliates. The Trustee may not be an affiliate of the Seller, the Depositor, or the Master Servicer, other than the Trustee in its role as successor to the Master Servicer. The principal office of the Trustee (other than the initial Trustee) shall be in a state with respect to which an Opinion of Counsel has been delivered to the Trustee at the time the Trustee is appointed Trustee to the effect that the Trust will not be a taxable entity 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 statelisted 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 Trustee hereunder shall at all times be a corporation or association organized and doing business under the laws of a state or the United States of America, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000, subject to supervision or examination by federal or state authority and with a credit rating that which would not cause either of the Rating Agencies to reduce their respective then current ratings of the Certificates (or having provided such security from time to time as is sufficient to avoid such reduction) as evidenced in writing by each Rating Agency. If such corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and surplus of such corporation or association shall be deemed to be its combined capital and surplus as disclosed set forth in its most recent report of condition so published. If In case at any time the Trustee ceases shall cease to be eligible in accordance with this Section 8.06, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. The entity serving as Trustee may have normal banking and trust relationships with the Depositor and its affiliates or the Master Servicer and its affiliates. The Trustee may ; PROVIDED, HOWEVER, that such entity cannot be an affiliate of the SellerDepositor, the Depositor, Unaffiliated Seller or the Master Servicer, Servicer other than the Trustee in its role as successor to the Master Servicer. The principal office of the Trustee (other than the initial Trustee) shall be in a state with respect to which an Opinion of Counsel has been delivered to the Trustee at the time the Trustee is appointed Trustee to the effect that the Trust will not be a taxable entity under the laws of that state.

Eligibility Requirements for the Trustee. the Certificate Administrator and the Tax Administrator. The Trustee Trustee, the Certificate Administrator and the Tax Administrator hereunder each shall at all times be a corporation corporation, bank, trust company or association that: (i) is organized and doing business under the laws of a state or the United States of AmericaAmerica or any State thereof or the District of Columbia 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 at least $50,000,000, ; (iii) is subject to supervision or examination by federal or state authority authority; and with (iv) is not a credit rating that would not cause either Prohibited Party unless (in the case of this clause (iv)) the Depositor consents to the continuation of the Rating Agencies to reduce their respective then current ratings of Trustee, the Certificates (Certificate Administrator or having provided such security from time to time the Tax Administrator, as is sufficient to avoid such reduction) as evidenced the case may be, in writing by each Rating Agencythe Depositor’s reasonable discretion. If such corporation corporation, bank, trust company or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and surplus of such corporation corporation, bank, trust company or association shall be deemed to be its combined capital and surplus as disclosed set forth in its most recent report of condition so published. If 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 ceases Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of this Section 8.06, the Trustee Trustee, the Certificate Administrator or the Tax Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07. The entity corporation, bank, trust company or association serving as Trustee may have normal banking and trust relationships with the Depositor and its affiliates or the Master Servicer and its affiliates. The Trustee may not be an affiliate of the SellerDepositor, the DepositorMortgage Loan Sellers, or the Master Servicer, other than the Special Servicer and their respective Affiliates; provided that none of (i) the Depositor, (ii) any Person involved in the organization or operation of the Depositor or the Trust, (iii) the Master Servicer or Special Servicer (except during any period when the Trustee in its role as successor to has assumed the duties of the Master Servicer. The principal office Servicer or Special Servicer (as the case may be) pursuant to Section 7.02), (iv) any Mortgage Loan Seller or (v) any Affiliate of any of them, may be the Trustee (other than the initial Trustee) shall be in a state with respect to which an Opinion of Counsel has been delivered to the Trustee at the time the Trustee is appointed Trustee to the effect that the Trust will not be a taxable entity under the laws of that statehereunder.

Eligibility Requirements for the Trustee. The Trustee hereunder shall at all times be a corporation or association organized and doing business under the laws of a state or the United States of America, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000, subject to supervision or examination by federal or state authority and with a credit rating that would not cause either any of the Rating Agencies to reduce their respective then then-current ratings of the Certificates (or without regard to the Policy) (or, having provided such security from time to time time, as is sufficient to avoid such reduction) as evidenced in writing by each Rating Agency. If such corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and surplus of such corporation or association shall be deemed to be its combined capital and surplus as disclosed in its most recent report of condition so published. If at any time the Trustee ceases to be eligible in accordance with this Section 8.06, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. The entity entities serving as Trustee may have normal banking and trust relationships with the Depositor and its affiliates or the Master Servicer and its affiliates. The Trustee may not be an affiliate of the Seller, the Depositor, Depositor or the Master Servicer, other than the Trustee in its role as successor to the Master Servicer. The principal office of the Trustee (other than the initial Trustee) shall be in a state with respect to which an Opinion of Counsel has been delivered to the Trustee and the Certificate Insurer at the time the Trustee such party is appointed Trustee to the effect that the Trust will not be a taxable entity under the laws of that state.

Eligibility Requirements for the Trustee. The Trustee hereunder shall at all times be a corporation or association organized and doing business under the laws of a state or the United States of America, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000, subject to supervision or examination by federal or state authority and with a credit rating that would not cause either any of the Rating Agencies to reduce their respective then then-current ratings of the Certificates (or or, having provided such security from time to time time, as is sufficient to avoid such reduction) as evidenced in writing by each Rating Agency. If such corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and surplus of such corporation or association shall be deemed to be its combined capital and surplus as disclosed in its most recent report of condition so published. If at any time the Trustee ceases to be eligible in accordance with this Section 8.06, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. The entity serving as Trustee may have normal banking and trust relationships with the Depositor and its affiliates or the Master Servicer and its affiliates. The Trustee may not be an affiliate of the Seller, the Depositor, Depositor or the Master Servicer, other than the Trustee in its role as successor to the Master Servicer. The principal office of the Trustee (other than the initial Trustee) shall be in a state with respect to which an Opinion of Counsel has been delivered to the Trustee at the time the Trustee is appointed Trustee Trustee, to the effect that the Trust will not be a taxable entity under the laws of that state.

Eligibility Requirements for the Trustee. The Trustee hereunder shall at all times be a corporation corporation, banking association or other association organized and doing business under the laws of a state or the United States of America, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000, subject to supervision or examination by federal or state authority and with a credit rating that the appointment of which would not cause either any of the Rating Agencies to reduce or withdraw their respective then current ratings of the Certificates (or having provided such security from time to time as is sufficient to avoid such reduction) as evidenced in writing by each Rating Agency. If such corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 8.07 the combined capital and surplus of such corporation or association shall be deemed to be its combined capital and surplus as disclosed set forth in its most recent report of condition so published. If In case at any time the Trustee ceases shall cease to be eligible in accordance with this Section 8.068.07, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.078.08. The entity serving as Trustee may have normal banking and trust relationships with the Depositor and its affiliates or with the Master Servicer and its affiliates. The Trustee may ; provided, however, that such entity cannot be an affiliate of the Seller, Depositor or of the Depositor, or the Master Servicer, Servicer other than the Trustee in its role as successor to the Master Servicer. The principal office of the Trustee (other than the initial Trustee) shall be in a state with respect to which an Opinion of Counsel has been delivered to the Trustee at the time the Trustee is appointed Trustee to the effect that the Trust will not be a taxable entity under the laws of that state.

Eligibility Requirements for the Trustee. The Trustee hereunder shall at all times meet the requirements of Section 26(a)(1) of the Investment Company Act and be a corporation corporation, a trust company, a bank or association a banking association: (i) organized and doing business under the laws of a state or the United States of America, America or any State thereof or the District of Columbia; (ii) authorized under such laws to exercise corporate trust powers, ; (iii) having a combined capital and surplus of at least $50,000,000, ; (iv) subject to supervision or examination by federal or state authority authority; and with a credit rating that (v) whose long-term senior unsecured debt is rated not less than "Aa3" by Xxxxx'x and "AA" by S&P (or, in the case of each Rating Agency, such lower ratings as would not cause either of the Rating Agencies to reduce their respective then current ratings of the Certificates (or having provided such security from time to time not, as is sufficient to avoid such reduction) as evidenced confirmed in writing by each such Rating Agency, result in a downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporation corporation, trust company, bank or banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then then, for the purposes of this Section 8.06 8.06, the combined capital and surplus of such corporation corporation, trust company, bank or banking association shall be deemed to be its combined capital and surplus as disclosed set forth in its most recent report of condition so published. If In case at any time the Trustee ceases shall cease to be eligible in accordance with the provisions of this Section 8.06Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. The entity corporation, trust company, bank or banking association serving as Trustee may have normal banking and trust relationships with the Depositor and its affiliates or the Master Servicer and its affiliates. The Trustee may not be an affiliate of the SellerSponsor, the DepositorMortgage Loan Sellers, or the Master Servicer, other than the Special Servicer, the REMIC Administrator and their respective Affiliates; provided that none of (i) the Depositor or any Person involved in the organization or operation of the Depositor, (ii) CREI, (iii) SBRC or (iv) any Affiliate of any of them, may be the Trustee in its role as successor to the Master Servicer. The principal office of the Trustee (other than the initial Trustee) shall be in a state with respect to which an Opinion of Counsel has been delivered to the Trustee at the time the Trustee is appointed Trustee to the effect that the Trust will not be a taxable entity under the laws of that statehereunder.

Eligibility Requirements for the Trustee. The Trustee hereunder shall at all times be a corporation or association organized and doing business under the laws of a state or the United States of America, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000, subject to supervision or examination by federal or state authority and with a credit rating that would not cause either any of the Rating Agencies to reduce their respective then then-current ratings of the Certificates (or without regard to the Policy) (or, having provided such security from time to time time, as is sufficient to avoid such reduction) as evidenced in writing by each Rating Agency. If such corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and surplus of such corporation or association shall be deemed to be its combined capital and surplus as disclosed in its most recent report of condition so published. If at any time the Trustee ceases to be eligible in accordance with this Section 8.06, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. The entity entities serving as Trustee may have normal banking and trust relationships with the Depositor and its affiliates or the Master Servicer and its affiliates. The Trustee may not be an affiliate of the Seller, the Depositor, Depositor or the Master Servicer, other than the Trustee in its role as successor to the Master Servicer. The principal office of the Trustee (other than the initial Trustee) shall be in a state with respect to which an Opinion of Counsel has been delivered to the Trustee at the time the Trustee such party is appointed Trustee to the effect that the Trust will not be a taxable entity under the laws of that state.

Eligibility Requirements for the Trustee. The Trustee hereunder shall at all times be a corporation or association organized and doing business under the laws of a any state or the United States of America, 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 at least $50,000,000, 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 and with a credit rating that would shall not cause either be an Affiliate of the Rating Agencies to reduce their respective then current ratings Master Servicer (except during any period when the Trustee has assumed the duties of the Certificates (or having provided such security from time Master Servicer pursuant to time as is sufficient to avoid such reduction) as evidenced in writing by each Rating AgencySection 7.02). If such a corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and surplus of such corporation or association shall be deemed to be its combined capital and surplus as disclosed set forth in its most recent report of condition so published. If 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 ceases shall cease to be eligible in accordance with the provisions of this Section 8.06Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. The entity serving as Trustee may have normal banking and trust relationships with the Depositor and its affiliates or the Master Servicer and its affiliates. The Trustee may not be an affiliate of the Seller, the Depositor, or the Master Servicer, other than the Trustee in its role as successor to the Master Servicer. The principal office of the Trustee (other than the initial Trustee) shall be in a state with respect to which an Opinion of Counsel has been delivered to the Trustee at the time the Trustee is appointed Trustee to the effect that the Trust will not be a taxable entity under the laws of that state.

Eligibility Requirements for the Trustee. The Trustee hereunder shall at all times be a corporation or association organized and doing business under the laws of a state or the United States of America, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000, subject to supervision or examination by federal or state authority and with a credit rating that would not cause either any of the Rating Agencies to reduce their respective then then-current ratings of the Certificates (or or, having provided such security from time to time time, as is sufficient to avoid such reduction) as evidenced in writing by each Rating Agency. If such corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and surplus of such corporation or association shall be deemed to be its combined capital and surplus as disclosed in its most recent report of condition so published. If at any time the Trustee ceases to be eligible in accordance with this Section 8.06, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. The entity entities serving as Trustee may have normal banking and trust relationships with the Depositor and its affiliates or the Master Servicer and its affiliates. The Trustee may not be an affiliate of the Seller, the Depositor, Depositor or the Master Servicer, other than the Trustee in its role as successor to the Master Servicer. The principal office of the Trustee (other than the initial Trustee) shall be in a state with respect to which an Opinion of Counsel has been delivered to the Trustee at the time the Trustee such party is appointed Trustee to the effect that the Trust will not be a taxable entity under the laws of that state.

Eligibility Requirements for the Trustee. The Trustee hereunder shall at all times be a corporation or association organized and doing business under the laws of a state or the United States of America, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000, subject to supervision or examination by federal or state authority authority, acceptable to the Certificate Insurer and with a credit rating that which would not cause either any of the Rating Agencies to reduce their respective then current ratings of the Certificates (or having provided such security from time to time as is sufficient to avoid such reduction) as evidenced in writing by each Rating AgencyAgency (which, with respect to the Class A-1 Certificates, shall be without giving effect to the Policy). If such corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and surplus of such corporation or association shall be deemed to be its combined capital and surplus as disclosed set forth in its most recent report of condition so published. If In case at any time the Trustee ceases shall cease to be eligible in accordance with this Section 8.06, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. The entity serving as Trustee may have normal banking and trust relationships with the Depositor and its affiliates or affiliates, the Master Servicer and its affiliates. The Trustee may , or the Servicers and their affiliates; provided, however, that such entity cannot be an affiliate of the Seller, the Depositor, Depositor or the Master Servicer, related Servicer other than the Trustee in its role as successor to the Servicer or the Master Servicer. The principal office of the Trustee (other than the initial Trustee) shall be in a state with respect to which an Opinion of Counsel has been delivered to the Trustee at the time the Trustee is appointed Trustee to the effect that the Trust will not be a taxable entity under the laws of that state, as applicable.

Eligibility Requirements for the Trustee. The Trustee hereunder shall at all times meet the requirements of Section 26(a)(1) of the Investment Company Act and be a corporation corporation, a trust company, a bank or association a banking association: (i) organized and doing business under the laws of a state or the United States of America, America or any State thereof or the District of Columbia; (ii) authorized under such laws to exercise corporate trust powers, ; (iii) having a combined capital and surplus of at least $50,000,000, ; (iv) subject to supervision or examination by federal or state authority authority; and with a credit rating that (v) whose long-term senior unsecured debt is rated not less than "Aa3" by Xxxxx'x and "AA" by Fitch (or, in the case of each Rating Agency, such lower ratings as would not cause either of the Rating Agencies to reduce their respective then current ratings of the Certificates (or having provided such security from time to time not, as is sufficient to avoid such reduction) as evidenced confirmed in writing by each such Rating Agency, result in a qualification, downgrade or withdrawal of any of the then-current ratings assigned by such Rating Agency to the Certificates). If such corporation corporation, trust company, bank or banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then then, for the purposes of this Section 8.06 8.06, the combined capital and surplus of such corporation corporation, trust company, bank or banking association shall be deemed to be its combined capital and surplus as disclosed set forth in its most recent report of condition so published. If In case at any time the Trustee ceases shall cease to be eligible in accordance with the provisions of this Section 8.06Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. The entity corporation, trust company, bank or banking association serving as Trustee may have normal banking and trust relationships with the Depositor and its affiliates or the Master Servicer and its affiliates. The Trustee may not be an affiliate of the SellerDepositor, the DepositorMortgage Loan Sellers, or the Master Servicer, other than the Special Servicer, the Tax Administrator and their respective Affiliates; provided that none of (i) the Depositor or any Person involved in the organization or operation of the Depositor, (ii) Llama, (iii) SBRC or (iv) any Affiliate of any of them, may be the Trustee in its role as successor to the Master Servicer. The principal office of the Trustee (other than the initial Trustee) shall be in a state with respect to which an Opinion of Counsel has been delivered to the Trustee at the time the Trustee is appointed Trustee to the effect that the Trust will not be a taxable entity under the laws of that statehereunder.