Common use of Eligibility Requirements for Trustee Clause in Contracts

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking association or a New York banking corporation having its principal office in a state and city acceptable to the Depositor and the Insurer and organized and doing business under the laws of such 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 and subject to supervision or examination by federal or state authority. If such 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 for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation or a national banking association or a New York banking corporation having its principal office in a state and city acceptable to the Depositor and the Insurer Company and organized and doing business under the laws of such 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 and subject to supervision or examination by federal or state authority. If such 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 for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. The Trustee and Supplemental Interest Trust Trustee, and any successors thereto, shall at all times be the same Person.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking corporation or an association (other than the Depositor, the Originator, the Seller, the Master Servicer or a New York banking corporation having its principal office in a state and city acceptable to any Affiliate of the Depositor and the Insurer and foregoing) organized and doing business under the laws of such any 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 and subject to supervision or examination by federal or state authority. If such corporation or national banking association publishes reports of condition conditions 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 or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition conditions 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 8.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking association or a New York banking corporation having its principal office in a state duly incorporated and city acceptable to the Depositor and the Insurer and organized and doing business validly existing under the laws of such state or the United States of AmericaAmerica or any state thereof, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 and a minimum long-term debt rating of "Baa3", and subject to supervision or examination by federal or state authority. If such 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 for the purposes of this Section 9.06, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. 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 such Trustee at the time such Trustee is appointed Trustee to the effect that the Trust will not be a taxable entity under the laws of such state. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this SectionSection 9.06, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.079.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking corporation or an association (other than the Depositor, the Seller, the Mortgage Loan Transferor, the Master Servicer or a New York banking corporation having its principal office in a state and city acceptable to any Affiliate of the Depositor and the Insurer and foregoing) organized and doing business under the laws of such any 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 and subject to supervision or examination by federal or state authority. If such corporation or national banking association publishes reports of condition conditions 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 or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition conditions 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 8.07.

Eligibility Requirements for Trustee. (a) The Trustee hereunder shall at all times be a national corporation or an association which is not an Affiliate of the Depositor, the Underlying Securities Issuer or the Credit Support Provider (but may have normal banking association or a New York banking corporation having its principal office in a state relationships with such parties and city acceptable to the Depositor and the Insurer and their Affiliates) organized and doing business under the laws of such state any State or the United States of AmericaStates, authorized under such laws to exercise corporate trust powerspowers which shall be eligible to act as a trustee under Section 310(a) of the Trust Indenture Act, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal Federal or state State authority. If such corporation or national banking association (or its parent) publishes reports of condition conditions 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 or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition conditions so published. Such corporation or association (or its parent) must be rated in one of the four highest rating categories by the Rating Agency. In case the event that at any time the such Trustee shall cease to be eligible in accordance with the provisions of this Section, the such Trustee shall resign immediately in the manner and with the effect specified in Section 8.077.08.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking association or a New York banking corporation having its principal office in a state and city acceptable to the Depositor and the Insurer and an entity duly organized and doing business validly existing under the laws of such state or the United States of AmericaAmerica or any state thereof, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 and a minimum long-term debt rating of "BBB" by Fitch and S&P and subject to supervision or examination by federal or state authority. If such corporation or national banking association entity 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 entity shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. 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 such Trustee at the time such Trustee is appointed Trustee to the effect that the Trust will not be a taxable entity under the laws of such state. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this SectionSection 8.06, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be (i) an institution insured by the FDIC and (ii) a corporation or national banking association or a New York banking corporation having its principal office in a state and city acceptable to the Depositor and the Insurer and association, organized and doing business under the laws of such state any 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 not less than $50,000,000 and subject to supervision or examination by federal or state authority. If such 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 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 8.076.06.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking association bank or a New York banking corporation having its principal office trust company in a state and city acceptable to the Depositor and the Insurer and good standing, organized and doing business under the laws of such state or the United States of America, America or any state thereof authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 and a long-term debt rating from Moody’s of at least Baa3 and from Standard & Poor’s of at least BBB- and subject to supervision or examination by federal or state banking authority. If such 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 for the purposes purpose of this Section 11.07, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this SectionSection 11.07, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.0711.08.

Eligibility Requirements for Trustee. The Trustee ------------------------------------ hereunder shall at all times be (i) an institution insured by the FDIC and (ii) a corporation or national banking association or a New York banking corporation having its principal office in a state and city acceptable to the Depositor and the Insurer and association, organized and doing business under the laws of such state any 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 not less than $50,000,000 and subject to supervision or examination by federal or state authority. If such 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 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 8.076.06.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation or national banking association or a New York banking corporation having its principal office in a state and city acceptable to that is not an Affiliate of the Depositor and or the Insurer and Master Servicer, organized and doing business under the laws of such any 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 (or qualifying as a Qualified Bank) and subject to supervision or examination by federal or state authorityregulatory authorities. If such 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 for the purposes of this Section the combined capital and surplus of such corporation or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition conditions 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 8.078.07 hereof.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation or national banking association that is not an Affiliate of the Company or a New York banking corporation having its principal office in a state and city acceptable to the Depositor and the Insurer and Servicer, organized and doing business under the laws of such any 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 (or qualifying as a Qualified Bank) and subject to supervision or examination by federal or state authorityregulatory authorities. If such 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 for the purposes of this Section the combined capital and surplus of such corporation or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition conditions 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 8.078.07 hereof. The Servicer and the Company may maintain normal banking relations with the Trustee if the Trustee is a depository.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking corporation or an association (other than the Depositor, the Seller, the Master Servicer or a New York banking corporation having its principal office in a state and city acceptable to any Affiliate of the Depositor and the Insurer and foregoing) organized and doing business under the laws of such any 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 [_] and subject to supervision or examination by federal or state authority. If such corporation or national banking association publishes reports of condition conditions 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 or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition conditions 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 8.07.

Eligibility Requirements for Trustee. The Trustee hereunder or its parent shall at all times be a national banking association or a New York banking corporation having its principal office in a state and city acceptable to the Depositor and the Insurer and organized and doing business under the laws of such state or the United States of America, America or any State thereof; authorized under such laws to exercise corporate trust powers, ; having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authorityState authorities; and having a rating, both with respect to long-term and short-term unsecured obligations, of not less than investment grade by the Rating Agency. If such corporation or national banking association publishes shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes purpose of this Section 10.7, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this SectionSection 10.7, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.0710.8.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking association or a New York banking corporation having its principal office in a state and city acceptable to the Depositor and the Certificate Insurer and organized and doing business under the laws of such 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 and subject to supervision or examination by federal or state authority. If such 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 for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be (a) a national banking association or a New York banking corporation having its principal office in a state and city acceptable to the Depositor and the Insurer and organized and doing business under the laws of such any state or the United States of AmericaAmerica subject to supervision or examination by federal or state authority, (b) authorized under such laws to exercise corporate trust powers, including taking title to the Trust Fund assets on behalf of the Certificateholders (c) having a combined capital and surplus of at least $50,000,000 50,000,000, (d) whose long-term deposits, if any, shall be rated at least BBB by S&P and subject Baa3 by Xxxxx'x (except as provided herein) or such lower long-term deposit rating as may be approved in writing by the Certificate Insurer, and (e) reasonably acceptable to supervision or examination by federal or state authoritythe Certificate Insurer as evidenced in writing. If such 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 for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.079.7.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking association or a New York banking corporation an entity having its principal office in a state and city acceptable to the Depositor and the Insurer and organized and doing business under the laws of such 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 and subject to supervision or examination by federal or state authority. The Trustee shall not be an Affiliate of either Seller, the Master Servicer or the Depositor. If such corporation or national banking association entity 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 Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.0710.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking association or a New York banking corporation having its principal an office in a the same state and city acceptable to as the Depositor and location of the Insurer and Corporate Trust Office; organized and doing business under the laws of such 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 and subject to supervision or examination by federal or state authorityauthorities; and having (or having a parent that has) a rating of at least Baa3 by Moody's. If such corporation or national banking association publishes shall publish reports of condition at least annually, annually pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes purpose of this Section Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.0710.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking association or a New York banking corporation having its principal office in a state and city acceptable to the Depositor and the Insurer and organized and doing business under the laws of such 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 xxx,xxx,xxx and subject to supervision or examination by federal or state authority. If such 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 for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.078.07 below.

Eligibility Requirements for Trustee. The Trustee ------------------------------------ hereunder shall at all times be a national banking corporation or association or a New York banking corporation having its principal office in a state and city acceptable to the Depositor and the Insurer Company and organized and doing business under the laws of such 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 and subject to supervision or examination by federal or state authority. The Trustee shall not be an affiliate of the Mortgage Loan Seller or the Company. If such 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 for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.0710.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall shall, at all times times, be a national banking corporation or association or a New York banking corporation having its principal office in a state and city acceptable to the Depositor and the Insurer and organized and doing business under the laws of such a state or the United States of America, authorized under such laws to exercise corporate trust powers, powers having a combined capital and surplus of at least $50,000,000 and 50,000,000, subject to supervision or examination by federal or state authority. authority and with a long-term deposit rating of at least "A2" by Xxxxx'x and "A" by S&P. If such 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 for the purposes of this Section 8.07 the combined capital and surplus of such corporation or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this SectionSection 8.07, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.078.08 hereof. The corporation or national banking association serving as Trustee may have normal banking and trust relationships with the Depositor and its Affiliates; provided, however, that such corporation cannot be an Affiliate of the Servicer.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking association or a New York banking corporation having its principal office in a state and city acceptable to the Depositor and the Insurer and organized and doing business under the laws of such 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 and subject to supervision or examination by federal or state authority. If such 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 for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so publishedPUBLISHED. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. Section 8.07.

Eligibility Requirements for Trustee. The Trustee hereunder under this Agreement shall at all times be a national banking association or a New York banking corporation having its principal office in a state and city acceptable to the Depositor and the Insurer and organized and doing business under the laws of such 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 and subject to supervision or examination by federal Federal or state authorityState authorities; and having a rating, both with respect to long-term and short-term unsecured obligations, of not less than investment grade by the Rating Agencies. If such corporation or national banking association publishes shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes purpose of this Section 10.8, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this SectionSection 10.8, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.0710.9.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking association or a New York banking corporation having its principal office in a state and city acceptable to the Depositor and the Insurer and organized and doing business under the laws of such 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 and subject to supervision or examination by federal or state authority. If such 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 for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07.. 139

Eligibility Requirements for Trustee. The Trustee ------------------------------------ hereunder shall at all times be (i) an institution insured by the FDIC, (ii) a national banking corporation or association or a New York banking corporation having its principal office in a state and city acceptable to the Depositor and the Insurer and organized and doing business under the laws of such state or the United States of AmericaAmerica or of any state, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least not less than $50,000,000 and subject to supervision or examination by federal or state authorityauthority and (iii) acceptable to the Rating Agencies. If such corporation or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid any aforementioned supervising or examining authority, then for the purposes of this Section 8.06, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this SectionSection 8.06, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking corporation or an association (other than the Depositor, the Seller, the Master Servicer or a New York banking corporation having its principal office in a state and city acceptable to any Affiliate of the Depositor and the Insurer and foregoing) organized and doing business under the laws of such any 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 and subject to supervision or examination by federal or state authority. If such corporation or national banking association publishes reports of condition conditions at least annually, pursuant to law or to the requirements of the 146 aforesaid supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such corporation or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition conditions 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 8.07.

Eligibility Requirements for Trustee. 150 The Trustee hereunder shall at all times be a national banking corporation or an association (other than the Depositor, the Seller, the Master Servicer or a New York banking corporation having its principal office in a state and city acceptable to any Affiliate of the Depositor and the Insurer and foregoing) organized and doing business under the laws of such any 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 and subject to supervision or examination by federal or state authority. If such corporation or national banking association publishes reports of condition conditions 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 or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition conditions 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 8.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking association or a New York banking corporation having its principal office in a state and city acceptable to the Depositor and the Insurer and organized and doing business under the laws of such 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 and subject to supervision or examination by federal or state authority. If such 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 for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so publishedPUBLISHED. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking corporation or an association (other than the Depositor, either Originator, the Seller, either Master Servicer or a New York banking corporation having its principal office in a state and city acceptable to any Affiliate of the Depositor and the Insurer and foregoing) organized and doing business under the laws of such any 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 and subject to supervision or examination by federal or state authority. If such corporation or national banking association publishes reports of condition conditions 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 or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition conditions 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 8.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking corporation or an association (other than the Depositor, the Seller, the Master Servicer or a New York banking corporation having its principal office in a state and city acceptable to any Affiliate of the Depositor and the Insurer and foregoing) organized and doing business under the laws of such any 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 and subject to supervision or examination by federal or state authority. If such corporation or national banking association publishes reports of condition conditions at least annually, pursuant to law or to the 171 requirements of the aforesaid supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such corporation or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition conditions 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 8.07.

Eligibility Requirements for Trustee. The Trustee hereunder under the Agreement shall at all times times: be a national banking association or a New York banking corporation having its principal an office in a state and city acceptable to the Depositor and same State as the Insurer and location of the Corporate Trust Office as specified in the Agreement; be organized and doing business under the laws of such state State or the United States of America, ; be authorized under such laws to exercise corporate trust powers, having ; have a combined capital and surplus of at least $50,000,000 50,000,000; and be subject to supervision or examination by federal Federal or state authorityState authorities. If such corporation or national banking association publishes the Trustee shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes purpose of this Section 19.9, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this SectionSection l9.9, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.0719.10.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation or a national banking association or a New York banking corporation having its principal office in a state and city acceptable to the Depositor and the Insurer and organized and doing business under the laws of such any state or the United States of AmericaAmerica or the District of Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authority. In addition, the Trustee shall at all times be acceptable to the Rating 115 Agency rating the Certificates. If such 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 for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation or national banking association serving as Trustee may have normal banking and trust relationships with the Seller and their affiliates or the Master Servicer and its affiliates; provided, however, that such corporation cannot be an affiliate of the Master Servicer other than the Trustee in its role as successor to the Master Servicer.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking corporation or an association (other than the Depositor, the Seller, the Servicer or a New York banking corporation having its principal office in a state and city acceptable to any Affiliate of the Depositor and the Insurer and foregoing) organized and doing business under the laws of such any 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 [__________] and subject to supervision or examination by federal or state authority. If such corporation or national banking association publishes reports of condition conditions 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 or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be (i) an institution insured by the FDIC and (ii) a corporation or national banking association or a New York banking corporation having its principal office in a state and city acceptable to the Depositor and the Insurer and association, organized and doing business under the laws of such state any 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 not less than $50,000,000 and subject to supervision or examination by federal or state authority. If such 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 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 8.076.12.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking association or a New York banking corporation having its principal office in a state and city acceptable to the Depositor and the Certificate Insurer and organized and doing business under the laws of such 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 and subject to supervision or examination by federal or state authority. If such 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 for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be (i) an institution insured by the FDIC, (ii) a national banking corporation or association or a New York banking corporation having its principal office in a state and city acceptable to the Depositor and the Insurer and organized and doing business under the laws of such state or the United States of AmericaAmerica or of any state, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least not less than $50,000,000 and subject to supervision or examination by federal or state authorityauthority and (iii) acceptable to the Rating Agency. If such corporation or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid any aforementioned supervising or examining authority, then for the purposes of this Section 8.06, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this SectionSection 8.06, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for Trustee. The Trustee hereunder under this Agreement shall at all times be a national banking association or a New York banking corporation having its principal office in a state and city acceptable to the Depositor and the Insurer and organized and doing business under the laws of such 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 [ ] and subject to supervision or examination by federal Federal or state authorityState authorities; and having a rating, both with respect to long-term and short-term unsecured obligations, of not less than investment grade by the Rating Agencies. If such corporation or national banking association publishes shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes purpose of this Section 10.8, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this SectionSection 10.8, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.0710.9.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking association or a New York banking corporation having its principal office in a state and city acceptable to the Depositor and the Insurer and organized and doing business under the laws of such 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 and subject to supervision or examination by federal or state authorityauthority and having a sufficient rating so as to maintain the then current ratings of the Certificates. If such 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 for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking association or a New York banking corporation an entity having its principal office in a state and city acceptable to the Depositor and the Insurer and organized and doing business under the laws of such 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 and subject to supervision or examination by federal or state authority. The Trustee shall not be an Affiliate of either Seller or the Depositor. If such corporation or national banking association entity 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 Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07.10.07. 104

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking corporation or an association (other than the Depositor, the Seller, the Master Servicer or a New York banking corporation having its principal office in a state and city acceptable to any Affiliate of the Depositor and the Insurer and foregoing) organized and doing business under the laws of such any 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 and subject to supervision or examination by federal or state authority. If such corporation or national banking association 144 publishes reports of condition conditions 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 or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition conditions 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 8.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking corporation or an association (other than the Depositor, the Mortgage Loan Seller, the Master Servicer or a New York banking corporation having its principal office in a state and city acceptable to any Affiliate of the Depositor and the Insurer and foregoing) organized and doing business under the laws of such any 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 and subject to supervision or examination by federal or state authority. If such corporation or national banking association publishes reports of condition conditions 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 or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition conditions 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 8.07.

Eligibility Requirements for Trustee. The Trustee hereunder ------------------------------------ shall at all times be (i) an institution insured by the FDIC and (ii) a corporation or national banking association or a New York banking corporation having its principal office in a state and city acceptable to the Depositor and the Insurer and association, organized and doing business under the laws of such state any 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 not less than $50,000,000 and subject to supervision or examination by federal or state authority. If such 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 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 8.076.06.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking association or a New York banking corporation having its principal office in a state and city acceptable to the Depositor 112 and the Insurer and organized and doing business under the laws of such 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 and subject to supervision or examination by federal or state authority. If such 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 for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking association or a New York banking corporation having its principal office in a state and city acceptable to the Depositor and the Insurer and organized and doing business under the laws of such 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 and subject to supervision or examination by federal or state authority. If such 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 for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07.. 105

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking corporation or an association (other than the Depositor, the Seller, the Master Servicer or a New York banking corporation having its principal office in a state and city acceptable to any Affiliate of the Depositor and the Insurer and foregoing) organized and doing business under the laws of such any state or the United States of America, authorized under 161 such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authority. If such corporation or national banking association publishes reports of condition conditions 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 or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition conditions 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 8.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking association or a New York banking corporation having its principal office in a state and city acceptable to the Depositor and the Certificate Insurer and organized and doing business under the laws of such 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 and subject to supervision or examination by federal or state authority. If such 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 for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07.. 140

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking corporation or an association (other than the Depositor, the Seller, the Originator, the Master Servicer or a New York banking corporation having its principal office in a state and city acceptable to any Affiliate of the Depositor and the Insurer and foregoing) organized and doing business under the laws of such any 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 and subject to supervision or examination by federal or state authority. If such corporation or national banking association publishes reports of condition conditions 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 or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition conditions 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 8.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking association or a New York banking corporation an entity having its principal office in a state and city acceptable to the Depositor and the Insurer and organized and doing business under the laws of such 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 and subject to supervision or examination by federal or state authority. The Trustee shall not be an Affiliate of either Seller or the Depositor. If such corporation or national banking association entity publishes reports of condition at least annually, pursuant to law or 100 to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.0710.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking association or a New York banking corporation having its principal office in a state and city acceptable to the Depositor and the Insurer and organized and doing business under the laws of such 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 and subject to supervision or examination by federal or state authority. If such 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 for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07.. 138

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking corporation or an association (other than the Depositor, an Originator, the Seller, the Master Servicer or a New York banking corporation having its principal office in a state and city acceptable to any Affiliate of the Depositor and the Insurer and foregoing) organized and doing business under the laws of such any 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 and subject to supervision or examination by federal or state authority. If such corporation or national banking association publishes reports of condition conditions 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 or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition conditions 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 8.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking association or a New York banking corporation having its principal office either in a the State of New York or in the same state and city acceptable to as that in which the Depositor and the Insurer initial Trustee under this Agreement has its principal office and organized and doing 113 business under the laws of such state 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 and subject to supervision or examination by federal or state authority. If such 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 for the purposes of this Section 8.06, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Trustee shall not be an affiliate of the Company. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this SectionSection 8.06, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking corporation or an association (other than the Depositor, the Seller, the Master Servicer or a New York banking corporation having its principal office in a state and city acceptable to any Affiliate of the Depositor and the Insurer and foregoing) organized and doing business under the laws of such any state or the United States of America, authorized under such laws to 146 exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authority. If such corporation or national banking association publishes reports of condition conditions 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 or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition conditions 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 8.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be (i) an institution insured by the FDIC, (ii) a national banking corporation or association or a New York banking corporation having its principal office in a state and city acceptable to the Depositor and the Insurer and organized and doing business under the laws of such state or the United States of AmericaAmerica or of any state, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least not less than $50,000,000 and subject to supervision or examination by federal or state authorityauthority and (iii) acceptable to the Rating Agency. If such corporation or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid any aforementioned supervising or examining authority, then for the purposes of this Section 8.06, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this SectionSection 8.06, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07.. 115

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation or national banking association that is not an Affiliate of the Company or a New York banking corporation having its principal office in a state and city acceptable to the Depositor and the Insurer and Servicer, organized and doing business under the laws of such any 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 (or qualifying as a Qualified Bank) and subject to supervision or examination by federal or state authorityregulatory authorities. If such 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 for the purposes of this Section the combined capital and surplus of such corporation or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition conditions 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 8.07.Section

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking association or a New York banking corporation having its principal office in a state and city acceptable to the Depositor and the Insurer and organized and doing business under the laws of such 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 and subject to supervision or examination by federal or state authority. If such 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 for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in 115 accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking corporation or an association (other than the Depositor, the Mortgage Loan Seller, the Master Servicer or a New York banking corporation having its principal office in a state and city acceptable to any Affiliate of the Depositor and the Insurer and foregoing) organized and doing business under the laws of such any 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 and subject to supervision or examination by federal or state authority. If such corporation or national banking association publishes reports of condition conditions 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 or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition conditions 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 8.078.07 unless 100% of the Certificateholders of each Class waive the eligibility requirement.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking association or a New York banking corporation having its principal office in a state and city acceptable to the Depositor and the Insurer and organized and doing business under the laws of such 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 and subject to supervision or examination by federal or state authority. If such 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 for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07.. 141

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be (i) a state bank or trust company or a national banking association or a New York banking corporation having its principal office in a state and city acceptable to the Depositor and the Insurer and organized and doing business under the laws of such state or the United States of AmericaAmerica or any state thereof, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 and 50,000,000, subject to supervision or examination by federal or state authorityauthority and with a credit rating of at least investment grade and (ii) the Trust Administrator and Master Servicer. If such 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 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 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 SectionSection 8.06, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.078.07 hereof. The entity serving as Trustee may have normal banking and trust relationships with the Depositor and its affiliates.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking corporation or an association (other than the Depositor, the Seller, the Master Servicer or a New York banking corporation having its principal office in a state and city acceptable to any Affiliate of the Depositor and the Insurer and foregoing) organized and doing business under the laws of such any 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 and subject to supervision or examination by federal or state authority. If such corporation or national banking association 141 publishes reports of condition conditions 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 or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition conditions 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 8.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking association or a New York banking corporation an entity having its principal office in a state and city acceptable to the Depositor and the Insurer and organized and doing business under the laws of such 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 and subject to supervision or examination by federal or state authority. The Trustee shall not be an Affiliate of either Seller or the Depositor. If such corporation or national banking association entity 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 Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee 104 shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.0710.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking association or a New York banking corporation having its principal office in a state and city acceptable to the Depositor and the Insurer and organized and doing business under the laws of such 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 and subject to supervision or examination by federal or state authority. If such 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 for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07.. 125

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking association or a New York banking corporation an entity having its principal office in a state and city acceptable to the Depositor and the Insurer and organized and doing business under the laws of such 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 and subject 80 to supervision or examination by federal or state authority. The Trustee shall not be an affiliate of either Seller or the Depositor. If such corporation or national banking association entity 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 Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.0710.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be (i) an institution insured by the FDIC, (ii) a national banking corporation or association or a New York banking corporation having its principal office in a state and city acceptable to the Depositor and the Insurer and organized and doing business under the laws of such state or the United States of AmericaAmerica or of any state, authorized under 168 such laws to exercise corporate trust powers, having a combined capital and surplus of at least not less than $50,000,000 and subject to supervision or examination by federal or state authorityauthority and (iii) acceptable to the Rating Agencies. If such corporation or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid any aforementioned supervising or examining authority, then for the purposes of this Section 8.06, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this SectionSection 8.06, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking association or a New York banking corporation an entity having its principal office in a state and city acceptable to the Depositor and the Insurer and organized and doing business under the laws of such 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 and subject to supervision or examination by federal or state authority. The Trustee shall not be an Affiliate of either Seller or the Depositor. If such corporation or national banking association entity 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 Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee 183 shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.0710.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking association or a New York banking corporation having its principal office in a state and city acceptable to the Depositor and the Insurer and organized and doing business under the laws of such 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 and subject to supervision or examination by federal or state authority. If such 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 for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07.. 143

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking association or a New York banking corporation having its principal office in a state and city acceptable to the Depositor and the Certificate Insurer and organized and doing business under the laws of such 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 and subject to supervision or examination by federal or state authority. If such 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 for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07.. 135

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be (i) an institution insured by the FDIC, (ii) a national banking corporation or association or a New York banking corporation having its principal office in a state and city acceptable to the Depositor and the Insurer and organized and doing business under the laws of such state or the United States of AmericaAmerica or of any state, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least not less than $50,000,000 and subject to supervision or examination by federal or state authorityauthority and (iii) acceptable to the Rating Agencies. If such corporation or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid any aforementioned supervising or examining authority, then for the purposes of this Section 8.06, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as 100 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 SectionSection 8.06, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking association or a New York banking corporation having 103 its principal office either in a the State of New York or in the same state and city acceptable to as that in which the Depositor and the Insurer initial Trustee under this Agreement has its principal office and organized and doing business under the laws of such state 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 and subject to supervision or examination by federal or state authority. If such 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 for the purposes of this Section 8.06, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Trustee shall not be an affiliate of the Company. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this SectionSection 8.06, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking association or a New York banking corporation having its principal office in a state and city acceptable to the Depositor and the Insurer and organized and doing business under the laws of such 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 and subject to supervision or examination by federal or state authority. If such 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 for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of 134 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 8.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking association bank or a New York banking corporation having its principal office in a state and city acceptable to the Depositor and the Insurer and organized and doing business under the laws of such state or the United States of America, America or any state thereof authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal Federal or state authorityauthority and maintain any credit or deposit rating required by any Rating Agency (as of the date hereof Baa3 for Xxxxx 's). If such bank or 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 for the purposes purpose of this Section 11.06, the combined capital and surplus of such bank or corporation shall be deemed to be its combined confined capital and surplus as set forth in its most interest 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 SectionSection 11.06, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.0711.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking association or a New York banking corporation an entity having its principal office in a state and city acceptable to the Depositor and the Insurer and organized and doing business under the laws of such state or the United States of America, authorized under such laws to exercise corporate trust powers, having a combined capital and 103 surplus of at least $50,000,000 and subject to supervision or examination by federal or state authority. The Trustee shall not be an affiliate of either Seller or the Depositor. If such corporation or national banking association entity 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 Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.0710.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking corporation or an association (other than the Depositor, the Responsible Parties, the Master Servicer or a New York banking corporation having its principal office in a state and city acceptable to any Affiliate of the Depositor and the Insurer and foregoing) organized and doing business under the laws of such any 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 and subject to supervision or examination by federal or state authority. If such corporation or national banking association publishes reports of condition conditions 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 or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation or a national banking association or a having its Corporate Trust Office in the City of New York banking corporation having its principal office or in a state and city acceptable to the Depositor and the Insurer and organized and doing business under the laws of such 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 and subject to supervision or examination by federal or state authority. If such 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 for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.075.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking corporation or an association (other than the Depositor, the Seller, the Master Servicer or a New York banking corporation having its principal office in a state and city acceptable to any Affiliate of the Depositor and the Insurer and foregoing) organized and doing business under the laws of such any 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 and subject to supervision or examination by federal or state authority. If such corporation or national banking association publishes reports of condition conditions 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 158 capital and surplus of such corporation or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition conditions 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 8.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be (i) an institution insured by the FDIC and (ii) a corporation or national banking association or a New York banking corporation having its principal office in a state and city acceptable to the Depositor and the Insurer and association, organized and doing business under the laws of such state any 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 not less than $50,000,000 and subject to supervision or examination by federal or state authority. If such corporation or national banking 72 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 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 8.076.06.

Eligibility Requirements for Trustee. The Trustee hereunder shall shall, at all times times, be a national banking corporation or association or a New York banking corporation having its principal office in a state and city acceptable to the Depositor and the Insurer and organized and doing business under the laws of such a state or the United States of America, authorized under such laws to exercise corporate trust powers, powers having a combined capital and surplus of at least $50,000,000 and 50,000,000, subject to supervision or examination by federal or state authority. authority and with a long-term deposit rating of at least "A2" by Moody's and "A" by S&P. If such 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 for the purposes of this Section 8.07 the combined capital and surplus of such corporation or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this SectionSection 8.07, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.078.08 hereof. The corporation or national banking association serving as Trustee may have normal banking and trust relationships with the Depositor, the Securities Administrator and their respective Affiliates; provided, however, that such corporation cannot be an Affiliate of the Servicer.

Eligibility Requirements for Trustee. 153 The Trustee hereunder shall at all times be a national banking corporation or an association (other than the Depositor, the Seller, the Master Servicer or a New York banking corporation having its principal office in a state and city acceptable to any Affiliate of the Depositor and the Insurer and foregoing) organized and doing business under the laws of such any 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 and subject to supervision or examination by federal or state authority. If such corporation or national banking association publishes reports of condition conditions 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 or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition conditions 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 8.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking corporation or an association (other than the Depositor, the Seller, the Master Servicer or a New York banking corporation having its principal office in a state and city acceptable to any Affiliate of the Depositor and the Insurer and foregoing) organized and doing business under the laws of such any state or the United States of America, authorized under 158 such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authority. If such corporation or national banking association publishes reports of condition conditions 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 or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition conditions 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 8.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking association or a New York banking corporation having its principal office in a state and city acceptable to the Depositor and the Insurer Company and organized and doing business under the laws of such 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 and subject to supervision or examination by federal or state authority. The Trustee shall not be an affiliate of the Seller, the Certificate Administrator or the Company. If such 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 for the purposes of this Section Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.0710.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking association or a New York banking corporation having 108 its principal office either in a the State of New York or in the same state and city acceptable to as that in which the Depositor and the Insurer initial Trustee under this Agreement has its principal office and organized and doing business under the laws of such state 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 and subject to supervision or examination by federal or state authority. If such 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 for the purposes of this Section 8.06, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Trustee shall not be an affiliate of the Company. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this SectionSection 8.06, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking corporation or association or a New York banking corporation having its principal office in a state and city reasonably acceptable to the Depositor and the Insurer and organized and doing business under the laws of such 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 and subject to supervision or examination by federal or state authority. The Trustee shall not be an affiliate of the Mortgage Loan Seller or the Depositor. If such 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 for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.079.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking association or a New York banking corporation an entity having its principal office in a state and city acceptable to the Depositor and the Insurer and organized and doing business under the laws of such state or the United States of America, authorized under such laws to 106 exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authority. The Trustee shall not be an Affiliate of either Seller or the Depositor. If such corporation or national banking association entity 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 Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.0710.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be (i) an institution insured by the FDIC, (ii) a national banking corporation or association or a New York banking corporation having its principal office in a state and city acceptable to the Depositor and the Insurer and organized and doing business under the laws of such state or the United States of AmericaAmerica or of any state, authorized under such laws to 165 exercise corporate trust powers, having a combined capital and surplus of at least not less than $50,000,000 and subject to supervision or examination by federal or state authorityauthority and (iii) acceptable to the Rating Agencies. If such corporation or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid any aforementioned supervising or examining authority, then for the purposes of this Section 8.06, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this SectionSection 8.06, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking association or a New York banking corporation an entity having its principal office in a state and city acceptable to the Depositor and the Insurer and organized and doing business under the laws of such 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 and subject to supervision or examination by federal or state authority. The Trustee shall not be an affiliate of either Seller, the Certificate Administrator or the Depositor. If such corporation or national banking association entity 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 Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07.10.07. 106

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation or a national banking association or a New York banking corporation having its principal office in City of ______________, _____________ or in a state and city acceptable to the Depositor and the Insurer and organized and doing business under the laws of such 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 and subject to supervision or examination by federal or state authority. If such 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 for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.075.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be (i) an institution insured by the FDIC, (ii) a national banking corporation or association or a New York banking corporation having its principal office in a state and city acceptable to the Depositor and the Insurer and organized and doing business under the laws of such state or the United States of AmericaAmerica or of any state, authorized under such 151 laws to exercise corporate trust powers, having a combined capital and surplus of at least not less than $50,000,000 and subject to supervision or examination by federal or state authorityauthority and (iii) acceptable to the Rating Agencies. If such corporation or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid any aforementioned supervising or examining authority, then for the purposes of this Section 8.06, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this SectionSection 8.06, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking association or a New York banking corporation having 124 its principal office either in a the State of New York or in the same state and city acceptable to as that in which the Depositor and the Insurer initial Trustee under this Agreement has its principal office and organized and doing business under the laws of such state 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 and subject to supervision or examination by federal or state authority. If such 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 for the purposes of this Section 8.06, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Trustee shall not be an affiliate of the Company. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this SectionSection 8.06, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking corporation or an association (other than the Depositor, the Seller, the Master Servicer or a New York banking corporation having its principal office in a state and city acceptable to any Affiliate of the Depositor and the Insurer and foregoing) organized and doing business under the laws of such any 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 and subject to supervision or examination by federal or state authority. If such corporation or national banking association publishes reports of condition conditions 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 153 capital and surplus of such corporation or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition conditions 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 8.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking association or a New York banking corporation having its principal office in a state and city acceptable to the Depositor and the Insurer and bank (a) organized and doing business under the laws of such state or the United States of America, America or any state thereof authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal Federal or state authorityauthority and (b) which is in compliance with subsection (a)(4)(i) of Rule 3a-7 of the Investment Company Act. If such corporation or national banking association bank publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authorityauthority then, then for the purposes purpose of this Section 11.6, the combined capital and surplus of such corporation bank 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 SectionSection 11.6, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.0711.7.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation or a national banking association or a New York banking corporation having its principal office in a state and city acceptable to the Depositor and the Insurer and organized and doing business under the laws of such any state or the United States of AmericaAmerica or the District of Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by 118 federal or state authority. In addition, the Trustee shall at all times be acceptable to the Rating Agency rating the Certificates. If such 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 for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation or national banking association serving as Trustee may have normal banking and trust relationships with the Seller and their affiliates or the Master Servicer and its affiliates; provided, however, that such corporation cannot be an affiliate of the Master Servicer other than the Trustee in its role as successor to the Master Servicer.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking corporation or association or a New York banking corporation having its principal office in a state and city acceptable to the Depositor and the Insurer and organized and doing business under the laws of such any 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 __________ and subject to supervision or examination by federal or state authority. The Trustee shall not control the Master Servicer nor be a parent of or a subsidiary of the Master Servicer. If such 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 for the purposes of this Section 8.7 the combined capital and surplus of such corporation or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this SectionSection 8.7, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.078.8.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking corporation or an association (other than the Depositor, the Seller, any Originator, any Master Servicer or a New York banking corporation having its principal office in a state and city acceptable to any Affiliate of the Depositor and the Insurer and foregoing) organized and doing business under the laws of such any 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 and subject to supervision or examination by federal or state authority. If such corporation or national banking association publishes reports of condition conditions 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 or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition conditions 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 8.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking association or a New York banking corporation having its principal office in a state and city acceptable to the Depositor 120 and the Insurer and organized and doing business under the laws of such 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 and subject to supervision or examination by federal or state authority. If such 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 for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for Trustee. The Trustee ------------------------------------ hereunder shall at all times be a national banking association bank or a New York banking corporation having its principal office in a state and city acceptable to the Depositor and the Insurer and organized and doing business under the laws of such state or the United States of America, America or any state thereof authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal Federal or state authorityauthority and maintain any credit or deposit rating required by any Rating Agency (as of the date hereof Baa3 for Xxxxx 's). If such bank or 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 for the purposes purpose of this Section 11.06, the combined capital and surplus of such bank or corporation shall be deemed to be its combined confined capital and surplus as set forth in its most interest 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 SectionSection 11.06, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.0711.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking association or a New York banking corporation having its principal office in a state and city acceptable to the Depositor and the Insurer Company and organized and doing business under the laws of such 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 and subject to supervision or examination by federal or state authority. If such 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 for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation or national banking association that is not an Affiliate of OMI or a New York banking corporation having its principal office in a state and city acceptable to the Depositor and the Insurer and Servicer, organized and doing business under the laws of such any 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 (or qualifying as a Qualified Bank) and subject to supervision or examination by federal or state authorityregulatory authorities. If such 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 for the purposes of this Section the combined capital and surplus of such corporation or association shall be deemed to be -91- its combined capital and surplus as set forth in its most recent report of condition conditions 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 8.078.07 hereof.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking association or a New York banking corporation an entity having its principal office in a state and city acceptable to the Depositor and the Insurer and organized and doing 140 business under the laws of such 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 and subject to supervision or examination by federal or state authority. The Trustee shall not be an Affiliate of either Seller or the Depositor. If such corporation or national banking association entity 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 Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.0710.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking association or a New York banking corporation having its principal office in a state and city acceptable to the Depositor Company and the Insurer and organized and doing business under the laws of such 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 and subject to supervision or examination by federal or state authority. If such 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 for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation or a national banking association or a New York banking corporation having its principal office in City of ______________, _____________ or in a state and city acceptable to the Depositor and the Insurer and organized and doing business under the laws of such 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 50,000,000] and subject to supervision or examination by federal or state authority. If such 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 for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.075.07.

Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation or a national banking association or a New York banking corporation having its principal office in a state and city acceptable to the Depositor and the Insurer Company and organized and doing business under the laws of such 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 and subject to supervision or examination by federal or state authority. If such 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 for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07.. The Trustee and Supplemental Interest Trust Trustee, and any successors thereto, shall at all times be the same Person. Section 8.07