Common use of Appointment of Back-Up Advancing Agent Clause in Contracts

Appointment of Back-Up Advancing Agent. The Certificate Administrator may, at its own expense, appoint (and, if it does not so appoint, shall act as) a back-up advancing agent to perform the Certificate Administrator’s advancing obligations under this Agreement (including, without limitation, Section 3.20 and Section 4.06). The Back-Up Advancing Agent shall at all times be an institution (i) that has (A) a rating on its long-term senior unsecured debt or an issuer credit rating of at least “A” by Fitch or a rating on its short-term debt of at least “F1” by Fitch, (B) a rating on its long-term senior unsecured debt or a long-term issuer rating of at least “A2” by Mxxxx’x or a long-term counterparty risk assessment of at least “A2(cr)” by Mxxxx’x and (C) a rating on its long-term senior unsecured debt or an issuer credit rating of at least “BBB-” by KBRA (or, if not rated by KBRA, then at least an equivalent rating by two other NRSROs which may include Mxxxx’x and Fxxxx) (or, in the case of any Rating Agency’s rating requirement set forth in this clause (i), such other rating with respect to which the applicable Rating Agency has provided a Rating Agency Confirmation), and (ii) is otherwise acceptable to the Rating Agencies as confirmed by receipt of a Rating Agency Confirmation from each Rating Agency. The Certificate Administrator shall provide prompt written notice of the appointment of any successor Back-Up Advancing Agent to the Depositor, the Trustee, the Underwriters, the Initial Purchasers, the Master Servicer, the Special Servicer, the Operating Advisor and the Rule 17g-5 Information Provider, who shall post such notice on the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement. The Certificate Administrator shall be the initial Back-Up Advancing Agent. No appointment of a Back-Up Advancing Agent (other than the Certificate Administrator acting as the initial Back-Up Advancing Agent) shall be effective until the Back-Up Advancing Agent shall have executed and delivered to the Trustee for the benefit of the Trust, the Certificate Administrator, the Trust Certificateholders, the Certificate Owners, the Loan-Specific Certificate Owners and the Uncertificated Interest Owners a written assumption of all obligations of the Certificate Administrator to make Advances as and when required of the Certificate Administrator under Section 3.20 and Section 4.06 of this Agreement, with a copy of such written assumption delivered to the Rule 17g-5 Information Provider, who shall post such written assumption on the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement. The appointment of a Back-Up Advancing Agent shall not relieve the Certificate Administrator from any of its obligations hereunder (including, without limitation, its obligations under Section 3.20 and Section 4.06 of this Agreement), and the Certificate Administrator shall remain responsible for all acts and omissions of the Back-Up Advancing Agent. Insofar as it relates to the making, or reimbursement (with interest), of Advances, any Back-Up Advancing Agent that is not the Certificate Administrator shall have the same rights and obligations as the Certificate Administrator, and otherwise for purposes of interpreting provisions of this Agreement any Advance made by any Back-Up Advancing Agent that is not the Certificate Administrator shall be deemed to have been made by the Certificate Administrator.

Appointment of Back-Up Advancing Agent. The Certificate Administrator may, Initial Back-Up Advancing Agent shall serve as the initial Back-Up Advancing Agent and shall be deemed appointed as Back-Up Advancing Agent at its own expense, appoint (and, if it does not all times that no other party is so appoint, shall act as) a back-up advancing agent to perform the Certificate Administrator’s advancing obligations under appointed in accordance with this Agreement (including, without limitation, Section 3.20 and Section 4.06)8.16. The Back-Up Advancing Agent shall at all times be an institution (i) that has (A) a rating on its longhas the Applicable Back-term senior unsecured debt or an issuer credit rating of at least “A” by Fitch or a rating on its short-term debt of at least “F1” by Fitch, (B) a rating on its long-term senior unsecured debt or a long-term issuer rating of at least “A2” by Mxxxx’x or a long-term counterparty risk assessment of at least “A2(cr)” by Mxxxx’x and (C) a rating on its long-term senior unsecured debt or an issuer credit rating of at least “BBB-” by KBRA (or, if not rated by KBRA, then at least an equivalent rating by two other NRSROs which may include Mxxxx’x and Fxxxx) (or, in the case of any Rating Agency’s rating requirement set forth in this clause (i), such other rating with respect to which the applicable Rating Agency has provided a Rating Agency Confirmation)Up Advancing Agent Ratings, and (ii) is otherwise acceptable to the Rating Agencies as confirmed by receipt of a Rating Agency Confirmation from each Rating Agency. The Certificate Administrator Back-Up Advancing Agent may, at its own expense, appoint a successor Back-Up Advancing Agent to perform its obligations under this Agreement. The Back-Up Advancing Agent shall provide prompt written notice of the appointment of any successor Back-Up Advancing Agent to the Depositor, the TrusteeTrustee (unless the Trustee is the Back-Up Advancing Agent), the UnderwritersCertificate Administrator, the Initial Purchasers, the Master Servicer, the Special Servicer, the Operating Advisor and the Rule 17g-5 Information Provider, who shall post such notice on the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement. The Certificate Administrator shall be the initial Back-Up Advancing Agent8.14(b). No appointment of a Back-Up Advancing Agent (other than the Certificate Administrator acting as the initial Initial Back-Up Advancing AgentAgent ) shall be effective until the successor Back-Up Advancing Agent shall have executed and delivered to the Trustee for the benefit of the Trust, the Certificate Administrator, Administrator and the Trust Certificateholders, the Certificate Owners, the Loan-Specific Certificate Owners and the Uncertificated Interest Owners a written assumption of all obligations of the Certificate Administrator Back-Up Advancing Agent under this Agreement (including, without limitation, the obligation to make Advances as and when required of the Certificate Administrator Back-Up Advancing Agent under Section 3.20 3.23 and Section 4.06 7.6 of this Agreement), with a copy of such written assumption delivered to the Rule 17g-5 Information Provider, who shall post such written assumption on the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement8.14(b). The appointment of a successor Back-Up Advancing Agent shall not relieve the Certificate Administrator Back-Up Advancing Agent appointing such successor from any of its obligations hereunder (including, without limitation, its obligations under Section 3.20 3.23 and Section 4.06 7.6 of this Agreement), and the Certificate Administrator Back-Up Advancing Agent appointing such successor shall remain responsible for all acts and omissions of the successor Back-Up Advancing Agent. Insofar as it relates to the making, or reimbursement (with interest), of Advances, any Back-Up Advancing Agent that is not the Certificate Administrator shall have the same rights and obligations as the Certificate Administrator, and otherwise for purposes of interpreting provisions of this Agreement any Advance made by any Back-Up Advancing Agent that is not the Certificate Administrator shall be deemed to have been made by the Certificate Administrator.