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

Eligibility Requirements for Trustee and Certificate Administrator. The Trustee and the Certificate Administrator hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation and (iii) an institution whose long-term senior unsecured debt is rated at least “Aa3” by M▇▇▇▇’▇ and “AA-“ by Fitch; provided that the Trustee and the Certificate Administrator shall not cease to be eligible to serve as such based on a failure to satisfy such rating requirements so long as it maintains a long-term unsecured debt rating of no less than “A2” from M▇▇▇▇’▇ and “A+” from Fitch and its short-term debt obligations have a short-term rating of not less than “P-1” from M▇▇▇▇’▇ and “F1” from Fitch. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event the place of business from which the Certificate Administrator administers the Upper-Tier REMIC and the Lower-Tier REMIC or in which the Trustee’s office is located is in a state or local jurisdiction that imposes a tax on the Trust Fund on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the Upper-Tier REMIC and the Lower-Tier REMIC from a state and local jurisdiction that does not impose such a tax.

Eligibility Requirements for Trustee and Certificate Administrator. The Each of the Trustee and the Certificate Administrator hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and in the case of the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation and Corporation, (iii) an institution whose long-term senior unsecured debt is rated at least “Aa3A2” by M▇▇▇▇▇’▇ and ▇, “AA-“ A-” by FitchFitch and, if rated by KBRA, “A” by KBRA; provided that the Trustee and the Certificate Administrator shall will not cease to be eligible become ineligible to serve as such based on a failure to satisfy such rating requirements so as long as (a) it maintains a long-term unsecured debt rating of no less than “A2Baa2” from Mby ▇▇▇▇▇’▇ and “A+A-” from Fitch and by Fitch, (b) its short-term debt obligations have a short-term rating of not less than “P-1P-2” from M▇▇▇▇▇’▇ and “F1” from by Fitch and (c) the Master Servicer maintains a rating of at least “A2” by ▇▇▇▇▇’▇ and “A+” by Fitch; provided that nothing in this clause (c) shall impose on the Master Servicer any obligation to maintain such rating; provided, further, that if any such institution is not rated by KBRA, such institution maintains an equivalent (or higher) rating by any two other NRSROs (which may include ▇▇▇▇▇’▇ and/or Fitch) or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation and (iv) an entity that is not a Prohibited Party. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event the place of business from which the Certificate Administrator administers the Upper-Tier REMIC and the Lower-Tier REMIC Trust REMICs or in which the Trustee’s office is located is in a state or local jurisdiction that imposes a tax on the Trust Fund on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the Upper-Tier REMIC and the Lower-Tier REMIC Trust REMICs from a state and local jurisdiction that does not impose such a tax.

Eligibility Requirements for Trustee and Certificate Administrator. The Each of the Trustee and the Certificate Administrator hereunder shall at all times be, and will be required to shall resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and in the case of the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation and Corporation, (iii) an institution whose long-term senior unsecured debt is rated at least “Aa3A2” by M▇▇▇▇▇’▇ and “AA-“ A” by Fitch; provided that the Trustee and the Certificate Administrator shall will not cease to be eligible become ineligible to serve as such based on a failure to satisfy such rating requirements so as long as (a) it maintains a long-term unsecured debt rating of no less than “A2Baa2” from Mby ▇▇▇▇▇’▇ and “A+A-” from Fitch and by Fitch, (b) its short-term debt obligations have a short-term rating of not less than “P-1P-2” from M▇▇▇▇▇’▇ and “F1” from by Fitch (or such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency) and (c) the Master Servicer maintains a rating of at least “A2” by ▇▇▇▇▇’▇ and “A+” by Fitch, or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation; and (iv) an entity that is not a Prohibited Party. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event the place of business from which the Certificate Administrator administers the Upper-Tier REMIC and the Lower-Tier REMIC Trust REMICs or in which the Trustee’s office is located is in a state or local jurisdiction that imposes a tax on the Trust Fund on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the Upper-Tier REMIC and the Lower-Tier REMIC Trust REMICs from a state and local jurisdiction that does not impose such a tax.

Eligibility Requirements for Trustee and Certificate Administrator. The Each of the Trustee and the Certificate Administrator hereunder shall at all times be, and will be required to shall resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and in the case of the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02), (ii) in the case of the Trustee, an institution insured (A) whose long-term senior unsecured debt rating or issuer rating is at least “A2” by Moody’s or that has a long-term counterparty risk assessment of at least “A2(cr)” by Moody’s (provided, however, that the Federal Deposit Insurance Corporation Trustee may maintain a long-term senior unsecured debt rating or an issuer rating of at least “Baa3” by Moody’s if the Master Servicer maintains a long-term senior unsecured debt rating of at least “A2” by ▇▇▇▇▇’▇ or a long-term counterparty risk assessment of at least “A2(cr)” by ▇▇▇▇▇’▇, (B) whose long-term senior unsecured debt rating or issuer credit rating is at least “A” by Fitch (or short-term rating of “F1” by Fitch) (provided, however, that the Trustee may maintain a long term issuer rating of at least “BBB-” by Fitch as long as the Master Servicer has a long term unsecured debt rating of “A” by Fitch or a short term rating of “F1” by Fitch and (C) if rated by KBRA, rated at least “BBB-” by KBRA (or if not rated by KBRA, then at least an equivalent rating by two other NRSROs, which may include ▇▇▇▇▇’▇ and ▇▇▇▇▇), or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation; (iii) in the case of the Certificate Administrator, an institution whose long-term senior unsecured debt is rated at least “Aa3Baa3” by MMoody’s and “BBB-” by KBRA (or an investment grade rating by any other NRSRO, which may include ▇▇▇▇▇’▇ and “AA-“ by Fitch; provided that the Trustee and the Certificate Administrator shall not cease to be eligible to serve as such based on a failure to satisfy such rating requirements so long as it maintains a long-term unsecured debt rating of no less than “A2” from Mor ▇▇▇▇’▇ ▇); and “A+” from Fitch and its short-term debt obligations have (iv) an entity that is not a short-term rating of not less than “P-1” from M▇▇▇▇’▇ and “F1” from FitchProhibited Party. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event the place of business from which the Certificate Administrator administers the Upper-Tier REMIC and the Lower-Tier REMIC Trust REMICs or in which the Trustee’s office is located is in a state or local jurisdiction that imposes a tax on the Trust Fund on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the Upper-Tier REMIC and the Lower-Tier REMIC Trust REMICs from a state and local jurisdiction that does not impose such a tax.

Eligibility Requirements for Trustee and Certificate Administrator. The Each of the Trustee and the Certificate Administrator hereunder shall at all times be, and will be required to shall resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and in the case of the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02) and (ii) in the case of the Trustee, an institution (A) whose long-term senior unsecured debt rating or issuer rating is at least “A2” by Moody’s or that has a long-term counterparty risk assessment of at least “A2(cr)” by Moody’s (provided, however, that the Trustee may maintain a long-term senior unsecured debt rating or an issuer rating of at least “Baa3” by ▇▇▇▇▇’▇ if either (1) the Master Servicer maintains a long-term senior unsecured debt rating of at least “A2” by Moody’s or a long-term counterparty risk assessment of at least “A2(cr)” by ▇▇▇▇▇’▇, or (2) the Trustee maintains an agreement that is either (i) the agreement dated February 20, 2025, which was previously delivered to Moody’s and remains in effect or (ii) another agreement as to which Moody’s has provided a Rating Agency Confirmation, in either case, with a national banking association that maintains a long-term senior unsecured debt or issuer credit rating of at least “A2” by Moody’s, or a long term counterparty risk assessment of at least “A2(cr)” by Moody’s, which agreement provides for such national banking association to make Advances if the Trustee, in its capacity as backup advancing party, does not do so; provided, further, that the Trustee will be required to notify ▇▇▇▇▇’▇ within thirty (30) days in the event there is a downgrade of such banking association’s ▇▇▇▇▇’▇ rating, the agreement is terminated, or any other changes may limit the agreement), (iiB) whose long-term senior unsecured debt or issuer credit rating is rated at least “A” by Fitch (or short-term rating of “F1” by Fitch) (provided, however, that the Trustee may maintain a rating of at least “BBB-” by Fitch as long as either (1) the Master Servicer has a long-term unsecured debt rating of “A” by Fitch or a short-term rating of “F1” by Fitch, or (2) the Trustee maintains an institution insured agreement that is either (a) the agreement dated February 20, 2025, which was previously delivered to Fitch and remains in effect; or (b) another agreement as to which Fitch has provided a Rating Agency Confirmation, in either case, with a national banking association with a rating of at least “A” on its long-term senior unsecured debt or issuer credit rating by Fitch or a short-term rating of “F1” by Fitch which agreement provides for such national banking association to make Advances if the Federal Deposit Insurance Corporation Trustee, in its capacity as backup advancing party, does not do so; provided, that the engagement of a backup advancing party will not in any way alter or reduce the obligations of the Trustee hereunder; provided, further, that the Trustee will be required to notify Fitch within thirty (30) days in the event there is a downgrade of such banking association’s Fitch rating, the agreement is terminated, or any other changes may limit the backup agreement, and, (C) if rated by KBRA, “BBB-” by KBRA (or if not rated by KBRA, then at least an equivalent rating by two other NRSROs, which may include ▇▇▇▇▇’▇ and ▇▇▇▇▇), or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation; (iii) in the case of the Certificate Administrator, an institution whose long-term senior unsecured debt or issuer credit rating is rated at least “Aa3Baa3” by M▇▇▇▇▇’▇ and “AA-“ BBB-” by Fitch; provided that the Trustee and the Certificate Administrator shall not cease to be eligible to serve as such based on a failure to satisfy such KBRA (or an investment grade rating requirements so long as it maintains a long-term unsecured debt rating of no less than “A2” from Mby any other NRSRO, which may include Moody’s or ▇▇▇▇’▇ ▇); and “A+” from Fitch and its short-term debt obligations have (iv) an entity that is not a short-term rating of not less than “P-1” from M▇▇▇▇’▇ and “F1” from FitchProhibited Party. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event the place of business from which the Certificate Administrator administers the Upper-Tier REMIC and the Lower-Tier REMIC Trust REMICs or in which the Trustee’s office is located is in a state or local jurisdiction that imposes a tax on the Trust Fund on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the Upper-Tier REMIC and the Lower-Tier REMIC Trust REMICs from a state and local jurisdiction that does not impose such a tax.

Eligibility Requirements for Trustee and Certificate Administrator. The Trustee and the Certificate Administrator hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation and (iii) with respect to the Trustee only, an institution whose long-term senior unsecured debt is rated at least “Aa3” by M▇▇▇▇▇’▇ and “AA-“ ” by FitchS&P; provided that the Trustee and the Certificate Administrator shall not cease to be eligible to serve as such based on a failure to satisfy such rating requirements so long as it the Trustee maintains a long-term unsecured debt rating of no less than “A2” from M▇▇▇▇▇’▇ and “A+” from Fitch S&P and its the short-term debt obligations of the Trustee have a short-term rating of not less than “P-1” from M▇▇▇▇▇’▇ and “F1A-1” from Fitch. S&P. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event the place of business from which the Certificate Administrator administers the Upper-Tier REMIC and the Lower-Tier REMIC or in which the Trustee’s office is located is in a state or local jurisdiction that imposes a tax on the Trust Fund on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the Upper-Tier REMIC and the Lower-Tier REMIC from a state and local jurisdiction that does not impose such a tax.

Eligibility Requirements for Trustee and Certificate Administrator. The Each of the Trustee and the Certificate Administrator hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and in the case of the Trustee, shall not be an Affiliate of the any Master Servicer or the any Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the applicable Master Servicer or the applicable Special Servicer, as the case may be, pursuant to Section 7.02), (ii) (A) in the case of the Trustee, an institution insured (x) whose long-term senior unsecured debt or issuer rating is rated at least “A2” by ▇▇▇▇▇’▇ or who has a long-term counterparty risk assessment of at least “A2(cr)” by ▇▇▇▇▇’▇ (provided, however, that the Federal Deposit Insurance Corporation Trustee may maintain a long-term senior unsecured debt rating or issuer rating of at least “Baa3” by ▇▇▇▇▇’▇ if either (1) each Master Servicer maintains a long-term senior unsecured debt or issuer rating of at least “A2” by ▇▇▇▇▇’▇ or a long term counterparty risk assessment of at least “A2(cr)” by ▇▇▇▇▇’▇), or (2) with respect to each Master Servicer that does not meet the criteria set forth in clause (1), the Trustee maintains an agreement that is either (i) the agreement dated February 20, 2025, which was previously delivered to Moody’s and remains in effect or (ii) another agreement as to which Moody’s has provided a Rating Agency Confirmation, in either case, with a national banking association with a long-term senior unsecured debt or issuer credit rating of at least “A2” by ▇▇▇▇▇’▇, or a long term counterparty risk assessment of at least “A2(cr)” by Moody’s, which agreement provides for such national banking association to make Advances if the Trustee, in its capacity as backup advancing party, does not do so; provided, further, that the Trustee will be required to notify ▇▇▇▇▇’▇ within 30 days in the event there is a downgrade of such banking association’s ▇▇▇▇▇’▇ rating, the agreement is terminated, or any other changes that may limit the agreement), (y) whose long-term senior unsecured debt or issuer credit rating is rated at least “A” by Fitch (or short-term rating of “F1” by Fitch) (provided, however, that the Trustee may maintain a rating of at least “BBB-” by Fitch as long as either (1) each Master Servicer has a rating on its long-term senior unsecured debt of at least “A” by Fitch or has a short-term rating of at least “F1” by Fitch, or (2) with respect to each Master Servicer that does not meet the criteria set forth in clause (1) the Trustee maintains an agreement that is either (i) the agreement dated February 20, 2025, which was previously delivered to Fitch and remains in effect; or (ii) another agreement as to which Fitch has provided a Rating Agency Confirmation, in either case, with a national banking association with a rating of at least “A” on its long-term senior unsecured debt or issuer credit rating by Fitch or a short-term rating of “F1” by Fitch which agreement provides for such national banking association to make advances if the Trustee, in its capacity as backup advancing party, does not do so; provided, further, that the trustee will notify Fitch within thirty (30) days in the event there is a downgrade of such banking association’s Fitch rating, the agreement is terminated, or any other changes that may limit the agreement) and (iiiz) if rated by Morningstar DBRS, a long-term senior unsecured or issuer credit rating by Morningstar DBRS of at least rating of “A” by Morningstar DBRS (or, if not rated by Morningstar DBRS, then at least an equivalent rating by two (2) other NRSROs, which may include ▇▇▇▇▇’▇ and ▇▇▇▇▇) (provided, however, that the Trustee may maintain a long-term senior unsecured or issuer credit rating of “BBB(low)” by Morningstar DBRS so long as either (1) if each Master Servicer maintains a long term rating of “A” by Morningstar DBRS), or (2) with respect to each Master Servicer that does not meet the criteria set forth in clause (1) the Trustee maintains an agreement with a national banking association with a rating of at least “A” by Morningstar DBRS on its long-term senior unsecured debt or issuer credit rating or “F1” by Morningstar DBRS on its short-term debt rating, which agreement provides for such national banking association to make Advances if the Trustee, in its capacity as backup advancing party, does not do so; provided, further, that the Trustee will be required to notify Morningstar DBRS within 30 days in the event there is a downgrade of such banking association’s Morningstar DBRS rating, the agreement is terminated, or any other changes that may limit the agreement), (B) in the case of the Certificate Administrator, an institution whose long-term senior unsecured debt rating or issuer credit rating is rated at least “Aa3Baa3” by MMoody’s and, if rated by Morningstar DBRS, “BBB(low)” by Morningstar DBRS (or, if not rated by Morningstar DBRS, then at least an equivalent rating by two (2) other NRSROs, which may include ▇▇▇▇▇’▇ and “AA-“ by Fitch; provided that ▇▇▇▇▇), and (C) in the Trustee and case of the Certificate Administrator shall not cease to be eligible to serve as such based on a failure to satisfy such rating requirements so long as it maintains a Administrator, an institution whose long-term senior unsecured debt or issuer rating of no less than is rated at least “A2Baa3” from Mby ▇▇▇▇▇’▇ ▇, or in the case of each of clause (ii)(A) and (ii)(B), such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation and (iii) an entity that is not on the depositor’s “A+prohibited party” from Fitch list. If, at any time, the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and its short-term debt obligations have a short-term rating of not less than “P-1” from M▇▇▇▇’▇ and “F1” from Fitchwith the effect specified in Section 8.07. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event the place of business from which the Certificate Administrator administers the Upper-Tier REMIC and the Lower-Tier REMIC Trust REMICs or in which the Trustee’s office is located is in a state or local jurisdiction that imposes a tax on the Trust Fund on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the Upper-Tier REMIC and the Lower-Tier REMIC Trust REMICs from a state and local jurisdiction that does not impose such a tax.

Eligibility Requirements for Trustee and Certificate Administrator. The Trustee and the Certificate Administrator hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation and (iii) with respect to the Trustee only, an institution whose long-term senior unsecured debt is rated at least “Aa3AA-” by M▇▇▇▇’▇ Fitch and “AA-“ ” by FitchS&P; provided that the Trustee and the Certificate Administrator shall not cease to be eligible to serve as such based on a failure to satisfy such rating requirements so long as it the Trustee maintains a long-term unsecured debt rating of no less than “A2A+” from M▇▇▇▇’▇ Fitch and “A+” from Fitch S&P and its the short-term debt obligations of the Trustee have a short-term rating of not less than “P-1A-1” from M▇▇▇▇’▇ and “F1” from Fitch. S&P. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event the place of business from which the Certificate Administrator administers the Upper-Tier REMIC and the Lower-Tier REMIC or in which the Trustee’s office is located is in a state or local jurisdiction that imposes a tax on the Trust Fund on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the Upper-Tier REMIC and the Lower-Tier REMIC from a state and local jurisdiction that does not impose such a tax.

Eligibility Requirements for Trustee and Certificate Administrator. The Each of the Trustee and the Certificate Administrator hereunder shall at all times be, and will be required to shall resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and in the case of the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02) and (ii) in the case of the Trustee, an institution (A) whose long-term senior unsecured debt rating or issuer rating is at least “A2” by Moody’s or that has a long-term counterparty risk assessment of at least “A2(cr)” by Moody’s (provided, however, that the Trustee may maintain a long-term senior unsecured debt rating or an issuer rating of at least “Baa3” by Moody’s if the Master Servicer maintains a long-term senior unsecured debt rating of at least “A2” by Moody’s or a long-term counterparty risk assessment of at least “A2(cr)” by ▇▇▇▇▇’▇), (iiB) whose long-term senior unsecured debt or issuer credit rating is rated at least “A” by Fitch (or short-term rating of “F1” by Fitch) (provided, however, that the Trustee may maintain a rating of at least “BBB-” by Fitch as long as the Master Servicer has a long-term unsecured debt rating of “A” by Fitch or a short-term rating of “F1” by Fitch) and, (C) if rated by KBRA, at least “BBB-” by KBRA (or if not rated by KBRA, then at least an institution insured equivalent rating by two other NRSROs, which may include ▇▇▇▇▇’▇ and ▇▇▇▇▇), or such other rating with respect to which the Federal Deposit Insurance Corporation and Rating Agencies have provided a Rating Agency Confirmation; (iii) in the case of the Certificate Administrator, an institution whose long-term senior unsecured debt or issuer credit rating is rated at least “Aa3Baa3” by MMoody’s and “BBB-” by KBRA (or an investment grade rating by any other NRSRO, which may include ▇▇▇▇▇’▇ and “AA-“ by Fitch; provided that the Trustee and the Certificate Administrator shall not cease to be eligible to serve as such based on a failure to satisfy such rating requirements so long as it maintains a long-term unsecured debt rating of no less than “A2” from Mor ▇▇▇▇’▇ ▇); and “A+” from Fitch and its short-term debt obligations have (iv) an entity that is not a short-term rating of not less than “P-1” from M▇▇▇▇’▇ and “F1” from FitchProhibited Party. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event the place of business from which the Certificate Administrator administers the Upper-Tier REMIC and the Lower-Tier REMIC Trust REMICs or in which the Trustee’s office is located is in a state or local jurisdiction that imposes a tax on the Trust Fund on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the Upper-Tier REMIC and the Lower-Tier REMIC Trust REMICs from a state and local jurisdiction that does not impose such a tax.

Eligibility Requirements for Trustee and Certificate Administrator. The Each of the Trustee and the Certificate Administrator hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and in the case of the Trustee, shall not be an Affiliate of the any Master Servicer or the any Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the applicable Master Servicer or the applicable Special Servicer, as the case may be, pursuant to Section 7.02), (iiii)(a) an institution insured by in the Federal Deposit Insurance Corporation and (iii) case of the Trustee, an institution whose long-term senior unsecured debt or issuer rating is rated at least (A) “Aa3A2” by M▇▇▇▇▇’▇ or that has a long-term counterparty risk assessment of at least “A2(cr)” by Moody’s (provided, however, that the Trustee may maintain a long-term senior unsecured debt rating or an issuer rating of at least “Baa3” by ▇▇▇▇▇’▇ if the Master Servicer maintains a long-term senior unsecured debt or an issuer rating of at least “A2” by ▇▇▇▇▇’▇ or a long-term counterparty risk assessment of at least “A2(cr)” by ▇▇▇▇▇’▇), (B) “A” by Fitch (or short term rating of “F1” by Fitch) (provided, however, that the Trustee may maintain a rating of at least “BBB-” by Fitch as long as the Master Servicer has a short-term rating of at least “F1” by Fitch or a long-term senior unsecured debt rating of at least “A” by Fitch) and (C) “BBB-” by KBRA (or, if not rated by KBRA, then at least an equivalent rating by two other NRSROs which may include ▇▇▇▇▇’▇ and “AA-“ by Fitch; provided that ▇▇▇▇▇), (b) in the Trustee and case of the Certificate Administrator shall not cease to be eligible to serve as such based on a failure to satisfy such rating requirements so long as it maintains a Administrator, an institution whose long-term senior unsecured debt rating of no less than or issuer credit rating is rated at least “A2Baa3” from Mby ▇▇▇▇▇’▇ ▇, or (c) in the case of each of clause (ii)(a) and “A+” from Fitch (ii)(b), such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation, and its short-term debt obligations have (iii) an entity that is not a short-term rating of not less than “P-1” from M▇▇▇▇’▇ and “F1” from FitchProhibited Party. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event the place of business from which the Certificate Administrator administers the Upper-Tier REMIC and the Lower-Tier REMIC Trust REMICs or in which the Trustee’s office is located is in a state or local jurisdiction that imposes a tax on the Trust Fund on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the Upper-Tier REMIC and the Lower-Tier REMIC Trust REMICs from a state and local jurisdiction that does not impose such a tax.

Eligibility Requirements for Trustee and Certificate Administrator. The Each of the Trustee and the Certificate Administrator hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and in the case of the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02), (iiii)(a) in the case of the Trustee, an institution insured (A) whose long-term senior unsecured debt rating or issuer rating is rated at least “A2” by Moody’s or that has a long-term counterparty risk assessment of at least “A2(cr)” by Moody’s (provided, however, that the Federal Deposit Insurance Corporation Trustee may maintain a long-term senior unsecured debt rating or an issuer rating of at least “Baa3” by ▇▇▇▇▇’▇ as long as either (1) the Master Servicer maintains a long-term senior unsecured debt or an issuer rating of at least “A2” by ▇▇▇▇▇’▇ or a long-term counterparty risk assessment of at least “A2(cr)” by Moody’s, or (2) the Trustee maintains an agreement approved by Moody’s with a national banking association that maintains a long term senior unsecured debt or an issuer rating of at least “A2” by Moody’s or a long term counterparty risk assessment of at least “A2(cr)” by ▇▇▇▇▇’▇ which agreement provides for such national banking association to make advances if the trustee, in its capacity as backup advancing party, is unable to do so; provided, further, that the trustee will notify ▇▇▇▇▇’▇ within thirty (30) days in the event there is a downgrade of such banking association’s ▇▇▇▇▇’▇ rating, the agreement is terminated, or any other changes that may limit the agreement), (B) whose long-term senior unsecured debt or issuer credit rating is rated at least “A” by Fitch (or short-term rating of “F1” by Fitch) (provided, however, that the Trustee may maintain a rating of at least “BBB-” by Fitch as long as either (1) the Master Servicer has a rating on its long-term senior unsecured debt of at least “A” by Fitch or has a short-term rating of at least “F1” by Fitch, or (2) the Trustee maintains an agreement approved by Fitch with a national banking association with a rating of at least “A” on its long-term senior unsecured debt or issuer credit rating by Fitch or a short-term rating of “F1” by Fitch which agreement provides for such national banking association to make advances if the trustee, in its capacity as backup advancing party, is unable to do so; provided, further, that the trustee will notify Fitch within thirty (30) days in the event there is a downgrade of such banking association’s Fitch rating, the agreement is terminated, or any other changes that may limit the agreement) and, (C) whose long-term senior unsecured debt or issuer credit rating is rated at least “BBB-” by KBRA (or, if not rated by KBRA, then at least an equivalent rating by two other NRSROs, which may include ▇▇▇▇▇’▇ and ▇▇▇▇▇), (iiib) in the case of the Certificate Administrator, an institution whose long-term senior unsecured debt rating or issuer rating is rated at least “Aa3Baa3” by M▇▇▇▇▇’▇ ▇, or (c) in the case of each of clause (ii)(a) and “AA-“ by Fitch; (ii)(b), such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation, and (iii) an entity that is not a Prohibited Party. If, at any time, the Trustee and or the Certificate Administrator shall not cease to be eligible to serve in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as such based on a failure to satisfy such rating requirements so long as it maintains a long-term unsecured debt rating of no less than “A2” from M▇▇▇▇’▇ applicable, shall resign in the manner and “A+” from Fitch and its short-term debt obligations have a short-term rating of not less than “P-1” from M▇▇▇▇’▇ and “F1” from Fitchwith the effect specified in Section 8.07. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event the place of business from which the Certificate Administrator administers the Upper-Tier REMIC and the Lower-Tier REMIC Trust REMICs or in which the Trustee’s office is located is in a state or local jurisdiction that imposes a tax on the Trust Fund on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the Upper-Tier REMIC and the Lower-Tier REMIC Trust REMICs from a state and local jurisdiction that does not impose such a tax.

Eligibility Requirements for Trustee and Certificate Administrator. The Trustee and the Certificate Administrator hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation and (iii) an institution whose long-term senior unsecured debt is rated at least “Aa3” by M▇▇▇▇▇’▇ and “AA-“ by Fitch; provided that the Trustee and the Certificate Administrator shall not cease to be eligible to serve as such based on a failure to satisfy such rating requirements so long as it maintains a long-term unsecured debt rating of no less than “A2” from M▇▇▇▇▇’▇ and “A+” from Fitch and its short-term debt obligations have a short-term rating of not less than “P-1” from M▇▇▇▇▇’▇ and “F1” from Fitch. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event the place of business from which the Certificate Administrator administers the Upper-Tier REMIC and the Lower-Tier REMIC or in which the Trustee’s office is located is in a state or local jurisdiction that imposes a tax on the Trust Fund on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the Upper-Tier REMIC and the Lower-Tier REMIC from a state and local jurisdiction that does not impose such a tax.

Eligibility Requirements for Trustee and Certificate Administrator. The Trustee and the Certificate Administrator hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation and Corporation, (iii) an institution whose long-term senior unsecured debt is rated at least “Aa3AA-” by M▇▇▇▇’▇ S&P and “AA-“ by Fitch; provided that the Trustee and the Certificate Administrator shall not cease to be eligible to serve as such based on a failure to satisfy such rating requirements so long as it maintains a long-term unsecured debt rating of no less than “A2” from M▇▇▇▇’▇ and “A+” from S&P and Fitch and its short-term debt obligations have a short-term rating of not less than “P-1A-1” from M▇▇▇▇’▇ S&P and “F1” from FitchFitch and (iv) an entity that is not a Prohibited Party. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event the place of business from which the Certificate Administrator administers the Upper-Tier REMIC and the Lower-Tier REMIC Trust REMICs or in which the Trustee’s office is located is in a state or local jurisdiction that imposes a tax on the Trust Fund on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the Upper-Tier REMIC and the Lower-Tier REMIC Trust REMICs from a state and local jurisdiction that does not impose such a tax.

Eligibility Requirements for Trustee and Certificate Administrator. The Each of the Trustee and the Certificate Administrator hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and in the case of the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02), (iiii)(a) an institution insured by in the Federal Deposit Insurance Corporation and (iii) case of the Trustee, an institution whose long-term senior unsecured debt or issuer rating is rated at least (A) “Aa3A2” by M▇▇▇▇▇’▇ or that has a long-term counterparty risk assessment of at least “A2(cr)” by Moody’s (provided, however, that the Trustee may maintain a long-term senior unsecured debt rating or an issuer rating of at least “Baa3” by ▇▇▇▇▇’▇ if the Master Servicer maintains a long-term senior unsecured debt or an issuer rating of at least “A2” by ▇▇▇▇▇’▇ or a long-term counterparty risk assessment rating of at least “A2(cr)” by ▇▇▇▇▇’▇), (B) “A” by Fitch (or short term rating of “F1” by Fitch) (provided, however, that the Trustee may maintain a rating of at least “BBB-” by Fitch as long as the Master Servicer has a short-term rating of at least “F1” by Fitch or a long-term senior unsecured debt rating of at least “A” by Fitch) and (C) if rated by KBRA, “BBB-” by KBRA (or, if not rated by KBRA, then at least an equivalent rating by two other NRSROs which may include ▇▇▇▇▇’▇ and “AA-“ by Fitch; provided that ▇▇▇▇▇), (b) in the Trustee and case of the Certificate Administrator shall not cease to be eligible to serve as such based on a failure to satisfy such rating requirements so long as it maintains a Administrator, an institution whose long-term senior unsecured debt rating of no less than or issuer rating is rated at least “A2Baa3” from Mby ▇▇▇▇▇’▇ ▇, or (c) in the case of each of clause (ii)(a) and “A+” from Fitch (ii)(b), such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation, and its short-term debt obligations have (iii) an entity that is not a short-term rating of not less than “P-1” from M▇▇▇▇’▇ and “F1” from FitchProhibited Party. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event the place of business from which the Certificate Administrator administers the Upper-Tier REMIC and the Lower-Tier REMIC Trust REMICs or in which the Trustee’s office is located is in a state or local jurisdiction that imposes a tax on the Trust Fund on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the Upper-Tier REMIC and the Lower-Tier REMIC Trust REMICs from a state and local jurisdiction that does not impose such a tax.

Eligibility Requirements for Trustee and Certificate Administrator. The Each of the Trustee and the Certificate Administrator hereunder shall at all times be, and will be required to shall resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and in the case of the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02), (iiii)(a) in the case of the Trustee, an institution insured whose (A) long-term senior unsecured debt or issuer rating is rated at least “A2” by Moody’s or that has a long-term counterparty risk assessment of at least “A2(cr)” by ▇▇▇▇▇’▇ (provided, however, that the Federal Deposit Insurance Corporation Trustee may maintain a long-term senior unsecured debt rating or an issuer rating of at least “Baa3” by Moody’s if the Master Servicer maintains a long-term senior unsecured debt or an issuer rating of at least “A2” by ▇▇▇▇▇’▇ or a long-term counterparty risk assessment of at least “A2(cr)” by ▇▇▇▇▇’▇), (B) long-term senior unsecured debt or issuer default rating of “A” by Fitch (or short term rating of “F1” by Fitch) (provided, however, that the Trustee may maintain a long-term senior unsecured debt or issuer default rating of at least “BBB-” by Fitch as long as the Master Servicer has a long term unsecured debt or issuer default rating of “A” by Fitch or a short term rating of "F1" by Fitch) and (iiiC) if rated by Morningstar DBRS, a long-term senior unsecured or issuer rating by Morningstar DBRS of at least “A” by Morningstar DBRS (provided that the Trustee may maintain a long-term senior unsecured or issuer rating of “BBB(low)” by Morningstar DBRS if the Master Servicer maintains a long-term rating of “A” by Morningstar DBRS), (b) in the case of the Certificate Administrator, an institution whose long-term senior unsecured debt rating or issuer rating is rated at least (x) “Aa3Baa3” by M▇▇▇▇▇’▇ and (y) if rated by Morningstar DBRS, “AA-“ BBB(low)” by Fitch; provided Morningstar DBRS, except that with respect to the Trustee and Morningstar DBRS rating, in the Certificate Administrator shall case of Computershare Trust Company, National Association, it will not cease to be eligible to serve become ineligible as such based on a failure to satisfy such rating requirements so long as it maintains a long-term senior unsecured debt rating of no less than “A2” from M▇▇▇▇’▇ and “A+” from Fitch and its short-term debt obligations have a short-term or an issuer rating of “BBB” by any NRSRO, or (c) in the case of each of clause (ii)(a) and (ii)(b), such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation, and (iii) an entity that is not less than “P-1” from M▇▇▇▇’▇ and “F1” from Fitcha Prohibited Party. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event the place of business from which the Certificate Administrator administers the Upper-Tier REMIC and the Lower-Tier REMIC Trust REMICs or in which the Trustee’s office is located is in a state or local jurisdiction that imposes a tax on the Trust Fund on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the Upper-Tier REMIC and the Lower-Tier REMIC Trust REMICs from a state and local jurisdiction that does not impose such a tax.

Eligibility Requirements for Trustee and Certificate Administrator. The Trustee and the Certificate Administrator hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation and (iii) with respect to the Trustee only, an institution whose long-term senior unsecured debt is rated at least “Aa3” by M▇▇▇▇’▇ and “AA-“ ” by Fitch; provided that the Trustee and the Certificate Administrator shall not cease to be eligible to serve as such based on a failure to satisfy such rating requirements so long as it the Trustee maintains a long-term unsecured debt rating of no less than “A2A1” from M▇▇▇▇’▇ and “A+” from Fitch and its the short-term debt obligations of the Trustee have a short-term rating of not less than “P-1” from M▇▇▇▇’▇ and “F1” from Fitch▇. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event the place of business from which the Certificate Administrator administers the Upper-Tier REMIC and the Lower-Tier REMIC or in which the Trustee’s office is located is in a state or local jurisdiction that imposes a tax on the Trust Fund on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the Upper-Tier REMIC and the Lower-Tier REMIC from a state and local jurisdiction that does not impose such a tax.

Eligibility Requirements for Trustee and Certificate Administrator. The Each of the Trustee and the Certificate Administrator hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and in the case of the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation and Corporation, (iii) an institution whose long-term senior unsecured debt is at all times rated at least “Aa3A-” by Fitch, “A(low)” by DBRS and “A2” by M▇▇▇▇’▇ (provided, that the Trustee may maintain a long-term unsecured debt rating of at least “BBB” by DBRS and “Baa2” by M▇▇▇▇’▇ for so long as it maintains a short-term unsecured debt rating of at least “R-1L” by DBRS and “P-1” by M▇▇▇▇’▇ and “AA-“ by Fitch; provided that the Trustee and the Certificate Administrator shall not cease to be eligible to serve as such based on a failure to satisfy such rating requirements so long as it Master Servicer maintains a long-term unsecured debt rating of no less than at least “A” by DBRS and “A2” from by M▇▇▇▇’▇ ▇; and “A+” from provided, further, that if any such institution is not rated by DBRS, it shall maintain an equivalent (or higher) rating by any two other NRSROs (which may include Fitch and its short-term debt obligations have a short-term rating of not less than “P-1” from M▇▇▇▇’▇ ▇), or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation) and “F1” from Fitch(iv) an entity that is not a Prohibited Party. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event the place of business from which the Certificate Administrator administers the Upper-Tier REMIC and the Lower-Tier REMIC Trust REMICs or in which the Trustee’s office is located is in a state or local jurisdiction that imposes a tax on the Trust Fund on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the Upper-Tier REMIC and the Lower-Tier REMIC Trust REMICs from a state and local jurisdiction that does not impose such a tax.

Eligibility Requirements for Trustee and Certificate Administrator. The Each of the Trustee and the Certificate Administrator hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and in the case of the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation and Corporation, (iii) an institution whose long-term senior unsecured debt is rated at least “Aa3A2” by M▇▇▇▇’▇ and “AA-“ A” by Fitch; provided that the Trustee and the Certificate Administrator shall will not cease to be eligible become ineligible to serve as such based on a failure to satisfy such rating requirements so as long as it maintains a long-term unsecured debt rating of no less than “A2Baa2” from by M▇▇▇▇’▇ and “A+A-” from by Fitch and its short-term debt obligations have a short-term rating of not less than “P-1P-2” from M▇▇▇▇’▇ and “F1A-1” from Fitch and the Master Servicer maintains a rating of at least “A2” by M▇▇▇▇’▇ and “A+” by Fitch, or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation) and (iv) an entity that is not a Prohibited Party. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event the place of business from which the Certificate Administrator administers the Upper-Tier REMIC and the Lower-Tier REMIC Trust REMICs or in which the Trustee’s office is located is in a state or local jurisdiction that imposes a tax on the Trust Fund on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the Upper-Tier REMIC and the Lower-Tier REMIC Trust REMICs from a state and local jurisdiction that does not impose such a tax.

Eligibility Requirements for Trustee and Certificate Administrator. The Each of the Trustee and the Certificate Administrator hereunder shall at all times be, and will be required to shall resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and in the case of the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02), (ii) in the case of the Trustee, an institution insured by the Federal Deposit Insurance Corporation and (iiiA) an institution whose long-term senior unsecured debt rating or issuer rating is rated at least “Aa3A2” by MMoody’s or that has a long-term counterparty risk assessment of at least “A2(cr)” by Moody’s (provided, however, that the Trustee may maintain a long-term senior unsecured debt rating or an issuer rating of at least “Baa3” by ▇▇▇▇▇’▇ if either (1) the Master Servicer maintains a long-term senior unsecured debt rating of at least “A2” by ▇▇▇▇▇’▇ or a long-term counterparty risk assessment of at least “A2(cr)” by ▇▇▇▇▇’▇, or (2) the Trustee maintains an agreement that is either (i) the agreement dated February 20, 2025, which was previously delivered to ▇▇▇▇▇’▇ and remains in effect or (ii) another agreement as to which Moody’s has provided a Rating Agency Confirmation, in either case, with a national banking association that maintains a long-term senior unsecured debt or issuer credit rating of at least “AA-“ A2” by FitchMoody’s, or a long term counterparty risk assessment of at least “A2(cr)” by Moody’s, which agreement provides for such national banking association to make Advances if the Trustee, in its capacity as backup advancing party, is unable to do so; provided provided, further, that the Trustee and will be required to notify ▇▇▇▇▇’▇ within thirty (30) days in the Certificate Administrator shall not cease to be eligible to serve event there is a downgrade of such banking association’s ▇▇▇▇▇’▇ rating, the agreement is terminated, or any other changes may limit the agreement), (B) whose long-term senior unsecured debt rating or issuer credit rating is at least “A” by Fitch (or short-term rating of “F1” by Fitch) (provided, however, that the Trustee may maintain a long-term issuer rating of at least “BBB-” by Fitch as such based on a failure to satisfy such rating requirements so long as it maintains either (1) the Master Servicer has a long-term unsecured debt rating of no less than “A2A” from Mby Fitch or a short term rating of “F1” by Fitch, or (2) the Trustee maintains an agreement with a national banking association with a rating of at least “A” on its long-term senior unsecured debt or issuer credit rating by Fitch or a short term rating of “F1” by Fitch which agreement provides for such national banking association to make Advances if the Trustee, in its capacity as backup advancing party, is unable to do so; provided, that the engagement of a backup advancing party will not in any way alter or reduce the obligations of the Trustee hereunder; provided, further, that the Trustee shall notify Fitch within thirty (30) days in the event there is a downgrade of such banking association’s Fitch rating, the agreement is terminated, or any other changes that may limit the agreement) and (C) by Morningstar DBRS, whose long-term senior unsecured debt or issuer credit rating is at least “A” by Morningstar DBRS (provided that the Trustee may maintain a long-term senior unsecured debt or issuer credit rating of “BBB(low)” by Morningstar DBRS if (1) the Master Servicer maintains a long-term rating of “A” by Morningstar DBRS), or (2) the Trustee maintains an agreement with a national banking association with a rating of at least “A” by Morningstar DBRS on its long-term senior unsecured debt or issuer credit rating or “F1” by Morningstar DBRS on its short-term debt rating, which agreement provides for such national banking association to make Advances if the Trustee, in its capacity as backup advancing party, is unable to do so; provided, further, that the Trustee will be required to notify Morningstar DBRS within thirty (30) days in the event there is a downgrade of such banking association’s Morningstar DBRS rating, the agreement is terminated, or any other changes may limit the agreement), (iii) in the case of the Certificate Administrator, an institution (x) whose long-term senior unsecured debt rating or issuer rating is rated at least “Baa3” by ▇▇▇▇▇’▇ and “A+” from Fitch and its short(y) if rated by Morningstar DBRS, whose long-term senior unsecured debt obligations have a short-term or issuer credit rating of is rated at least “BBB(low)” by Morningstar DBRS (or if not less than “P-1” from Mrated by Morningstar DBRS, then an equivalent rating (or higher) by at least two other NRSROs (which may include ▇▇▇▇▇’▇ or ▇▇▇▇▇)), or (iv) in the case of each of clause (ii) and “F1” from Fitch(iii), such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation, and (v) an entity that is not a Prohibited Party. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event the place of business from which the Certificate Administrator administers the Upper-Tier REMIC and Trust REMICs or the Lower-Tier REMIC Grantor Trust or in which the Trustee’s office is located is in a state or local jurisdiction that imposes a tax on the Trust Fund on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the Upper-Tier REMIC and Trust REMICs and/or the Lower-Tier REMIC Grantor Trust from a state and local jurisdiction that does not impose such a tax.

Eligibility Requirements for Trustee and Certificate Administrator. The Each of the Trustee and the Certificate Administrator hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and in the case of the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation and Corporation, (iii) an institution whose long-term senior unsecured debt is rated at least “Aa3A2” by M▇▇▇▇▇’▇ and “AA-“ A” by Fitch; provided that the Trustee and the Certificate Administrator shall will not cease to be eligible become ineligible to serve as such based on a failure to satisfy such rating requirements so as long as it maintains a long-term unsecured debt rating of no less than “A2Baa2” from Mby ▇▇▇▇▇’▇ and “A+A-” from by Fitch and its short-term debt obligations have a short-term rating of not less than “P-1P-2” from M▇▇▇▇▇’▇ and “F1A-1” from Fitch and the Master Servicer maintains a rating of at least “A2” by ▇▇▇▇▇’▇ and “A+” by Fitch, or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation) and (iv) an entity that is not a Prohibited Party. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event the place of business from which the Certificate Administrator administers the Upper-Tier REMIC and the Lower-Tier REMIC Trust REMICs or in which the Trustee’s office is located is in a state or local jurisdiction that imposes a tax on the Trust Fund on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the Upper-Tier REMIC and the Lower-Tier REMIC Trust REMICs from a state and local jurisdiction that does not impose such a tax.

Eligibility Requirements for Trustee and Certificate Administrator. The Trustee and the Certificate Administrator hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation and (iii) an institution whose long-term senior unsecured debt is rated at least “Aa3” by M▇▇▇▇▇’▇ and “AA-“ by FitchS&P; provided that the Trustee and the Certificate Administrator shall not cease to be eligible to serve as such based on a failure to satisfy such rating requirements so long as it maintains a long-term unsecured debt rating of no less than “A2” from M▇▇▇▇▇’▇ and “A+” from Fitch S&P and its short-term debt obligations have a short-term rating of not less than “P-1” from M▇▇▇▇▇’▇ and “F1A-1” from Fitch. S&P. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event the place of business from which the Certificate Administrator administers the Upper-Tier REMIC and the Lower-Tier REMIC or in which the Trustee’s office is located is in a state or local jurisdiction that imposes a tax on the Trust Fund on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the Upper-Tier REMIC and the Lower-Tier REMIC from a state and local jurisdiction that does not impose such a tax.

Eligibility Requirements for Trustee and Certificate Administrator. The Trustee and the Certificate Administrator hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and in the case of the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation and Corporation, (iii) an institution whose long-term senior unsecured debt is at all times rated at least “Aa3A” by M▇▇▇▇’▇ and “AA-“ by Fitch; provided DBRS (provided, that the Trustee and the Certificate Administrator shall not cease to be eligible to serve as such based on a failure to satisfy such rating requirements so long as it maintains a long-term unsecured debt rating of no less than “A2A(low)” from Mby DBRS if the Master Servicer maintains a rating of at least “A” by DBRS; and provided, further, that if the Trustee and the Certificate Administrator, as applicable, is not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may also be ▇▇▇▇▇’▇ and Morningstar)) and “A+A2” from Fitch and its short-term debt obligations have a short-term rating of not less than “P-1” from Mby ▇▇▇▇▇’▇ (provided, that the Trustee maintains a long-term unsecured debt rating of at least “Baa2” by ▇▇▇▇▇’▇ if the Master Servicer maintains a rating of at least “A2” by ▇▇▇▇▇’▇) and, if rated by Morningstar, the equivalent rating by Morningstar and “F1” from Fitch(iv) an entity that is not a Prohibited Party. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event the place of business from which the Certificate Administrator administers the Upper-Tier REMIC and the Lower-Tier REMIC Trust REMICs or in which the Trustee’s office is located is in a state or local jurisdiction that imposes a tax on the Trust Fund on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the Upper-Tier REMIC and the Lower-Tier REMIC Trust REMICs from a state and local jurisdiction that does not impose such a tax.

Eligibility Requirements for Trustee and Certificate Administrator. The Each of the Trustee and the Certificate Administrator hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and in the case of the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation and (iii) an institution whose long-term senior unsecured debt is at all times rated at least “Aa3A-” by Fitch, “A” by DBRS and “A2” by M▇▇▇▇’▇; provided, that the Trustee may maintain a long-term unsecured debt rating of at least “A(low)” by DBRS and “Baa2” by M▇▇▇▇’▇ for so long as it maintains a short-term unsecured debt rating of at least “R-1L” by DBRS and “P-1” by M▇▇▇▇’▇ and “AA-“ by Fitch; provided that the Trustee and the Certificate Administrator shall not cease to be eligible to serve as such based on a failure to satisfy such rating requirements so long as it Master Servicer maintains a long-term unsecured debt rating of no less than at least “A” by DBRS and “A2” from by M▇▇▇▇’▇ ▇; and “A+” from provided, further, that if any such institution is not rated by DBRS, it shall maintain an equivalent (or higher) rating by any two other NRSROs (which may include Fitch and its short-term debt obligations have a short-term rating of not less than “P-1” from M▇▇▇▇’▇ and “F1” from Fitch▇), or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event the place of business from which the Certificate Administrator administers the Upper-Tier REMIC and the Lower-Tier REMIC or in which the Trustee’s office is located is in a state or local jurisdiction that imposes a tax on the Trust Fund on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the Upper-Tier REMIC and the Lower-Tier REMIC from a state and local jurisdiction that does not impose such a tax.

Eligibility Requirements for Trustee and Certificate Administrator. The Trustee and the Certificate Administrator hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation and (iii) with respect to the Trustee only, an institution whose long-term senior unsecured debt is rated at least “Aa3” by M▇▇▇▇’▇ and “AA-“ AA(low)” by FitchDBRS; provided that the Trustee and the Certificate Administrator shall not cease to be eligible to serve as such based on a failure to satisfy such rating requirements so long as it the Trustee maintains a long-term unsecured debt rating of no less than “A2” from M▇▇▇▇’▇ and “A+A(high)” from Fitch by DBRS and its the short-term debt obligations of the Trustee have a short-term rating of not less than “P-1” from M▇▇▇▇’▇ and “F1R-1(middle)” from Fitchby DBRS. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event the place of business from which the Certificate Administrator administers the Upper-Tier REMIC and the Lower-Tier REMIC or in which the Trustee’s office is located is in a state or local jurisdiction that imposes a tax on the Trust Fund on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the Upper-Tier REMIC and the Lower-Tier REMIC from a state and local jurisdiction that does not impose such a tax.

Eligibility Requirements for Trustee and Certificate Administrator. The Trustee and the Certificate Administrator hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation and (iii) with respect to the Trustee only, an institution whose long-term senior unsecured debt is rated at least “Aa3” AA-“ by M▇▇▇▇’▇ Fitch, “AA(low) by DBRS and “AA-“ by FitchS&P; provided that the Trustee and the Certificate Administrator shall not cease to be eligible to serve as such based on a failure to satisfy such rating requirements so long as it the Trustee maintains a long-term unsecured debt rating of no less than “A2A+” from M▇▇▇▇’▇ Fitch, A(high) by DBRS, and “A+” from Fitch S&P and its the short-term debt obligations of the Trustee have a short-term rating of not less than “P-1A-1” from M▇▇▇▇’▇ S&P and “F1R–1(middle)” from Fitchby DBRS. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event the place of business from which the Certificate Administrator administers the Upper-Tier REMIC and the Lower-Tier REMIC or in which the Trustee’s office is located is in a state or local jurisdiction that imposes a tax on the Trust Fund on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the Upper-Tier REMIC and the Lower-Tier REMIC from a state and local jurisdiction that does not impose such a tax.

Eligibility Requirements for Trustee and Certificate Administrator. The Trustee and the Certificate Administrator hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation and (iii) with respect to the Trustee only, an institution whose long-term senior unsecured debt is rated at least “Aa3” by M▇▇▇▇▇’▇ and “AA-“ ” by FitchS&P; provided that the Trustee and the Certificate Administrator shall not cease to be eligible to serve as such based on a failure to satisfy such rating requirements so long as it the Trustee maintains a long-term unsecured debt rating of no less than “A2A1” from M▇▇▇▇▇’▇ and “A+” from Fitch S&P and its the short-term debt obligations of the Trustee have a short-term rating of not less than “P-1” from M▇▇▇▇▇’▇ and “F1A-1” from Fitch. S&P. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event the place of business from which the Certificate Administrator administers the Upper-Tier REMIC and the Lower-Tier REMIC or in which the Trustee’s office is located is in a state or local jurisdiction that imposes a tax on the Trust Fund on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the Upper-Tier REMIC and the Lower-Tier REMIC from a state and local jurisdiction that does not impose such a tax.

Eligibility Requirements for Trustee and Certificate Administrator. The Each of the Trustee and the Certificate Administrator hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, an association or a corporation organized and doing business under the laws of any state or the United States of AmericaAmerica or any State thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreementpowers, having a combined capital and surplus of at least $100,000,000 (or, in the case of the Certificate Administrator, $50,000,000) and subject to supervision or examination by a federal or state authority and shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation and (iii) an institution whose long-term senior unsecured debt is rated at least “Aa3” by M▇▇▇▇’▇ and “AA-“ by Fitch; provided that the Trustee and the Certificate Administrator shall not cease to be eligible to serve as such based on a failure to satisfy such rating requirements so long as it maintains a long-term unsecured debt rating of no less than “A2” from M▇▇▇▇’▇ and “A+” from Fitch and its short-term debt obligations have a short-term rating of not less than “P-1” from M▇▇▇▇’▇ and “F1” from Fitchbanking authority. If such corporationbank, national bank trust company, association or national banking association corporation 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 section the combined capital and surplus of such corporationbank, national bank trust company, association or national banking association corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Trustee shall also be an entity with (a) a long-term unsecured debt rating of at least "AA-" from Fitch and S&P and "Aa3" from ▇▇▇▇▇'▇, (b) a long-term unsecured debt rating of at least "A-" from Fitch and S&P and "A3" from ▇▇▇▇▇'▇, if a Fiscal Agent meeting the requirements of Section 8.17(a) is then currently acting in such capacity, or (c) in the case of any Rating Agency, such other rating(s) therefrom as shall not result in an Adverse Rating Event with respect to any Class of Certificates as confirmed in writing by such Rating Agency. The Certificate Administrator shall also be an entity with a long-term unsecured debt rating of at least "A-" from Fitch and S&P and "A3" from ▇▇▇▇▇'▇. In addition, the event Trustee shall at all times satisfy the place requirements of business from which Section 26(a)(1) of the Investment Company Act of 1940, as amended. In case at any time the Trustee or the Certificate Administrator administers shall cease to be eligible in accordance with the Upper-Tier REMIC and the Lower-Tier REMIC or in which the Trustee’s office is located is in a state or local jurisdiction that imposes a tax on the Trust Fund on the net income provisions of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions)this section, the Certificate Administrator Trustee or the TrusteeCertificate Administrator, as applicable the case may be, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07; provided that, (ii) pay such tax if the Trustee shall cease to be so eligible because its combined capital and surplus is no longer at least $100,000,000 or its long-term unsecured debt rating no expense longer conforms to the requirements of the immediately preceding sentence, and if the Trustee proposes to the other parties hereto to enter into an agreement with (and reasonably acceptable to) each of them, and if in light of such agreement the Trustee's continuing to act in such capacity would not (as evidenced in writing by each Rating Agency) cause any Rating Agency to qualify, downgrade or withdraw any rating assigned thereby to any Class of Certificates, then upon the execution and delivery of such agreement the Trustee shall not be required to resign, and may continue in such capacity, for so long as none of the ratings assigned by the Rating Agencies to the Certificates is qualified, downgraded or withdrawn thereby. The bank, trust company, corporation or association serving as Trustee may have normal banking and trust relationships with the Depositor, a Master Servicer, the Special Servicer and their respective Affiliates but, except to the extent permitted or required by Section 7.02, shall not be an "Affiliate" (as such term is defined in Section III of PTE 2000-58) of a Master Servicer, the Special Servicer, any Sub-Servicer, any Outside Servicer, the Underwriters, the Depositor, the Certificate Administrator or any obligor with respect to Trust Mortgage Loans constituting more than 5.0% of the aggregate unamortized principal balance of the Trust Mortgage Loans as of the date of the initial issuances of the Certificates or any "Affiliate" (iiias such term is defined in Section III of PTE 2000-58) administer the Upper-Tier REMIC and the Lower-Tier REMIC from a state and local jurisdiction that does not impose of any such a taxPerson.

Eligibility Requirements for Trustee and Certificate Administrator. The Each of the Trustee and the Certificate Administrator hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and in the case of the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02), (iiii)(a) an institution insured by in the Federal Deposit Insurance Corporation and (iii) case of the Trustee, an institution whose long-term senior unsecured debt or issuer rating is rated at least (A) “A2” by M▇▇▇▇’▇ or that has a long-term counterparty risk assessment of at least “A2(cr)” by Moody’s (provided, however, that the Trustee may maintain a long-term senior unsecured debt rating or an issuer rating of at least “Baa3” by M▇▇▇▇’▇ as long as the Master Servicer or, if appointed pursuant to Section 8.12, the Advancing Agent, maintains a long-term senior unsecured debt rating of at least “A2” by M▇▇▇▇’▇ or a long-term counterparty risk assessment rating of at least “A2(cr)” by M▇▇▇▇’▇, (B) whose long-term senior unsecured debt rating or issuer credit rating is at least “A” by Fitch (or short-term rating of “F1” by Fitch) (provided, however, that the Trustee may maintain a rating of at least “BBB-” by Fitch as long as the Master Servicer or, if appointed pursuant to Section 8.12, the Advancing Agent, has a long-term unsecured debt rating of “A” by Fitch or a short-term rating of “F1” by Fitch and (C) if rated by Morningstar DBRS, whose long-term senior unsecured debt or issuer credit rating is at least “A” by Morningstar DBRS (provided that the Trustee may maintain a long-term senior unsecured debt or issuer credit rating of “BBB(low)” by Morningstar DBRS as long as the Master Servicer or, if appointed pursuant to Section 8.12, the Advancing Agent, has a long term unsecured debt rating of “A” by Morningstar DBRS, (b) in the case of the Certificate Administrator, an institution whose long-term senior unsecured debt rating or issuer rating is rated at least “Aa3Baa3” by M▇▇▇▇’▇ and “AA-“ BBB(low)” by Fitch; Morningstar DBRS, or (c) in the case of each of clause (ii)(a) and (ii)(b), such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation, and (iii) an entity that the Trustee and the Certificate Administrator shall is not cease to be eligible to serve as such based on a failure to satisfy such rating requirements so long as it maintains a long-term unsecured debt rating of no less than “A2” from M▇▇▇▇’▇ and “A+” from Fitch and its short-term debt obligations have a short-term rating of not less than “P-1” from M▇▇▇▇’▇ and “F1” from FitchProhibited Party. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event the place of business from which the Certificate Administrator administers the Upper-Tier REMIC and the Lower-Tier REMIC Trust REMICs or in which the Trustee’s office is located is in a state or local jurisdiction that imposes a tax on the Trust Fund on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the Upper-Tier REMIC and the Lower-Tier REMIC Trust REMICs from a state and local jurisdiction that does not impose such a tax.

Eligibility Requirements for Trustee and Certificate Administrator. The Trustee and the Certificate Administrator hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation and (iii) with respect to the Trustee only, an institution whose long-term senior unsecured debt is rated at least “Aa3” by M▇Mo▇▇▇’▇ and ▇nd “AA-“ by FitchS&P; provided that the Trustee and the Certificate Administrator shall not cease to be eligible to serve as such based on a failure to satisfy such rating requirements so long as it the Trustee maintains a long-term unsecured debt rating of no less than “A2” from M▇Mo▇▇▇’▇ and ▇nd “A+” from Fitch S&P and its the short-term debt obligations of the Trustee have a short-term rating of not less than “P-1” from M▇Mo▇▇▇’▇ and ▇nd “F1A-1” from Fitch. S&P. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event the place of business from which the Certificate Administrator administers the Upper-Tier REMIC and the Lower-Tier REMIC or in which the Trustee’s office is located is in a state or local jurisdiction that imposes a tax on the Trust Fund on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the Upper-Tier REMIC and the Lower-Tier REMIC from a state and local jurisdiction that does not impose such a tax.

Eligibility Requirements for Trustee and Certificate Administrator. The Each of the Trustee and the Certificate Administrator hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, an association or a corporation organized and doing business under the laws of any state or the United States of AmericaAmerica or any State thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreementpowers, having a combined capital and surplus of at least $100,000,000 (or, in the case of the Certificate Administrator, $50,000,000) and subject to supervision or examination by a federal or state authority and shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation and (iii) an institution whose long-term senior unsecured debt is rated at least “Aa3” by M▇▇▇▇’▇ and “AA-“ by Fitch; provided that the Trustee and the Certificate Administrator shall not cease to be eligible to serve as such based on a failure to satisfy such rating requirements so long as it maintains a long-term unsecured debt rating of no less than “A2” from M▇▇▇▇’▇ and “A+” from Fitch and its short-term debt obligations have a short-term rating of not less than “P-1” from M▇▇▇▇’▇ and “F1” from Fitchbanking authority. If such corporationbank, national bank trust company, association or national banking association corporation 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 section the combined capital and surplus of such corporationbank, national bank trust company, association or national banking association corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Trustee shall also be an entity with (a) a long-term unsecured debt rating of at least "AA-" from Fitch and S&P and "Aa3" from Moody's, (b) a long-term unsecured debt rating of at least "A-" fro▇ ▇▇▇▇▇ and S&P and "A3" from Moody's, if a Fiscal Agent meeting the requirements of Section 8.17(▇) ▇▇ then currently acting in such capacity, or (c) in the case of any Rating Agency, such other rating(s) therefrom as shall not result in the qualification, downgrading or withdrawal of the rating or ratings assigned to one or more Classes of the Certificates by any Rating Agency as confirmed in writing. The Certificate Administrator shall also be an entity with a long-term unsecured debt rating of at least "A-" from Fitch and S&P and "A3" from Moody's. In addition, the event Trustee shall at all times satisfy the place re▇▇▇▇▇▇▇nts of business from which Section 26(a)(1) of the Investment Company Act of 1940, as amended. In case at any time the Trustee or the Certificate Administrator administers shall cease to be eligible in accordance with the Upper-Tier REMIC and the Lower-Tier REMIC or in which the Trustee’s office is located is in a state or local jurisdiction that imposes a tax on the Trust Fund on the net income provisions of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions)this section, the Certificate Administrator Trustee or the TrusteeCertificate Administrator, as applicable the case may be, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07; provided that, (ii) pay such tax if the Trustee shall cease to be so eligible because its combined capital and surplus is no longer at least $100,000,000 or its long-term unsecured debt rating no expense longer conforms to the requirements of the immediately preceding sentence, and if the Trustee proposes to the other parties hereto to enter into an agreement with (and reasonably acceptable to) each of them, and if in light of such agreement the Trustee's continuing to act in such capacity would not (as evidenced in writing by each Rating Agency) cause any Rating Agency to qualify, downgrade or withdraw any rating assigned thereby to any Class of Certificates, then upon the execution and delivery of such agreement the Trustee shall not be required to resign, and may continue in such capacity, for so long as none of the ratings assigned by the Rating Agencies to the Certificates is qualified, downgraded or withdrawn thereby. The bank, trust company, corporation or association serving as Trustee may have normal banking and trust relationships with the Depositor, a Master Servicer, the Special Servicer and their respective Affiliates but, except to the extent permitted or required by Section 7.02, shall not be an "Affiliate" (as such term is defined in Section III of PTE 2000-58) of a Master Servicer, the Special Servicer, any Sub-Servicer, any Outside Servicer, the Underwriters, the Depositor, the Certificate Administrator or any obligor with respect to Trust Mortgage Loans constituting more than 5.0% of the aggregate unamortized principal balance of the Trust Mortgage Loans as of the date of the initial issuances of the Certificates or any "Affiliate" (iiias such term is defined in Section III of PTE 2000-58) administer the Upper-Tier REMIC and the Lower-Tier REMIC from a state and local jurisdiction that does not impose of any such a taxPerson.

Eligibility Requirements for Trustee and Certificate Administrator. The Trustee and the Certificate Administrator hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation and (iii) with respect to the Trustee only, an institution whose long-term senior unsecured debt is rated at least “Aa3” by M▇▇▇▇▇’▇ and “AA-“ by FitchS&P; provided that the Trustee and the Certificate Administrator shall not cease to be eligible to serve as such based on a failure to satisfy such rating requirements so long as it the Trustee maintains a long-term unsecured debt rating of no less than “A2” from M▇▇▇▇▇’▇ and “A+” from Fitch S&P and its the short-term debt obligations of the Trustee have a short-term rating of not less than “P-1” from M▇▇▇▇▇’▇ and “F1A-1” from Fitch. S&P. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event the place of business from which the Certificate Administrator administers the Upper-Tier REMIC and the Lower-Tier REMIC or in which the Trustee’s office is located is in a state or local jurisdiction that imposes a tax on the Trust Fund on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the Upper-Tier REMIC and the Lower-Tier REMIC from a state and local jurisdiction that does not impose such a tax.

Eligibility Requirements for Trustee and Certificate Administrator. The Each of the Trustee and the Certificate Administrator hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and in the case of the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02), (iiii)(a) an institution insured by in the Federal Deposit Insurance Corporation and (iii) case of the Trustee, an institution whose long-term senior unsecured debt or issuer rating is rated at least (A) “Aa3A2” by MMoody’s or that has a long-term counterparty risk assessment of at least “A2(cr)” by Moody’s (provided, however, that the Trustee may maintain a long-term senior unsecured debt rating or an issuer rating of at least “Baa3” by ▇▇▇▇▇’▇ if the Master Servicer maintains a long-term senior unsecured debt or an issuer rating of at least “A2” by ▇▇▇▇▇’▇ or a long-term counterparty risk assessment rating of at least “A2(cr)” by ▇▇▇▇▇’▇), (B) “A” by Fitch (or short term rating of “F1” by Fitch) (provided, however, that the Trustee may maintain a rating of at least “BBB-” by Fitch as long as the Master Servicer has a short-term rating of at least “F1” by Fitch or a long-term senior unsecured debt rating of at least “A” by Fitch) and (C) if rated by KBRA, “BBB-” by KBRA (or, if not rated by KBRA, then at least an equivalent rating by two other NRSROs which may include ▇▇▇▇▇’▇ and “AA-“ by Fitch; provided that ▇▇▇▇▇), (b) in the Trustee and case of the Certificate Administrator shall not cease to be eligible to serve as such based on a failure to satisfy such rating requirements so long as it maintains a Administrator, an institution whose long-term senior unsecured debt rating of no less than or issuer rating is rated at least “A2Baa3” from Mby ▇▇▇▇▇’▇ ▇, or (c) in the case of each of clause (ii)(a) and “A+” from Fitch (ii)(b), such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation, and its short-term debt obligations have (iii) an entity that is not a short-term rating of not less than “P-1” from M▇▇▇▇’▇ and “F1” from FitchProhibited Party. If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event the place of business from which the Certificate Administrator administers the Upper-Tier REMIC and the Lower-Tier REMIC Trust REMICs or in which the Trustee’s office is located is in a state or local jurisdiction that imposes a tax on the Trust Fund on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the Upper-Tier REMIC and the Lower-Tier REMIC Trust REMICs from a state and local jurisdiction that does not impose such a tax.