Common use of Eligibility Requirements for the Trustee and the Certificate Administrator; Errors and Omissions Insurance Clause in Contracts

Eligibility Requirements for the Trustee and the Certificate Administrator; Errors and Omissions Insurance. (a) Each of the Trustee and the Certificate Administrator hereunder shall at all times be a Qualified Certificate Administrator or Qualified Trustee, as applicable, and shall not be an Affiliate of the Borrower, any Loan Seller or the Depositor or an Affiliate of the Servicer or the Special Servicer (except during any period when the Trustee has assumed the duties of the Servicer and/or Special Servicer pursuant to Section 7.2). In addition the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act of 1940, as amended. If a corporation, association or trust company publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section 8.6(a) the combined capital and surplus of such entity shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust, the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.7, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, or (iii) administer the Trust Fund from a state and local jurisdiction that does not impose such a tax. In case at any time the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section 8.6(a), the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.7. (b) Each of the Certificate Administrator and the Trustee shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy covering the Trustee’s or the Certificate Administrator’s, as applicable, directors, officers and employees acting on behalf of the Trustee or the Certificate Administrator, as applicable, in connection with its activities under this Agreement; provided, that if the unsecured long-term debt of the Trustee or the Certificate Administrator, as applicable, is not rated at least “A-” by Fitch, then the claims paying ability of the insurer under such applicable error and omissions insurance policy must be rated at least “A” by Fitch. Such insurance policy shall protect the Trustee or the Certificate Administrator, as applicable, against losses, forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Trustee or the Certificate Administrator, as applicable. In the event that any such bond or policy ceases to be in effect, the Trustee or the Certificate Administrator, as applicable, shall obtain a comparable replacement bond or policy. In lieu of the foregoing, but subject to this Section 8.6(b), the Trustee and the Certificate Administrator, as applicable, shall be entitled to self-insure with respect to such risks so long as its (or its immediate or remote parent’s) long-term unsecured debt is rated at least “A-” by Fitch (or, if not then rated by Fitch, rated either (x) no lower than an equivalent rating by another NRSRO or (y) no lower than “A-:VIII” by A.M. Best Company, Inc.).

Eligibility Requirements for the Trustee and the Certificate Administrator; Errors and Omissions Insurance. (a) Each of the Trustee and the Certificate Administrator hereunder shall at all times be a Qualified Certificate Administrator or Qualified Trustee, as applicable, and shall not be an Affiliate of the Borrower, any Loan Seller or the Depositor or an Affiliate of the Servicer or the Special Servicer (except during any period when the Trustee has assumed the duties of the Servicer and/or Special Servicer pursuant to Section 7.2). In addition the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act of 1940, as amended. If a corporation, association or trust company publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section 8.6(a) the combined capital and surplus of such entity shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust, the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.7, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, or (iii) administer the Trust Fund from a state and local jurisdiction that does not impose such a tax. In case at any time the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section 8.6(a), the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.7. (b) Each of the Certificate Administrator and the Trustee shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy covering the Trustee’s or the Certificate Administrator’s, as applicable, directors, officers and employees acting on behalf of the Trustee or the Certificate Administrator, as applicable, in connection with its activities under this Agreement; provided, that if the unsecured long-term debt of the Trustee or the Certificate Administrator, as applicable, is not rated at least “A-” by Fitch, then the claims paying ability of the insurer under such applicable error and omissions insurance policy must be rated at least “A” by Fitch. Such insurance policy shall protect the Trustee or the Certificate Administrator, as applicable, against losses, forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Trustee or the Certificate Administrator, as applicable. In the event that any such bond or policy ceases to be in effect, the Trustee or the Certificate Administrator, as applicable, shall obtain a comparable replacement bond or policy. In lieu of the foregoing, but subject to this Section 8.6(b), the Trustee and the Certificate Administrator, as applicable, shall be entitled to self-insure with respect to such risks so long as its (or its immediate or remote parent’s) long-term unsecured debt is rated at least “A-” by Fitch (or, if not then rated by Fitch, rated either (x) no lower than an equivalent rating by another NRSRO or (y) no lower than “A-:VIII” by A.M. Best Company, Inc.).

Eligibility Requirements for the Trustee and the Certificate Administrator; Errors and Omissions Insurance. (a) Each of the Trustee and the Certificate Administrator hereunder shall at all times be a Qualified Certificate Administrator corporation, association or Qualified Trusteetrust 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, which has a combined capital and surplus of at least $50,000,000 and (i) have a rating on its unsecured long-term debt of at least “A2” by Xxxxx’x (provided that the Trustee may maintain a long-term unsecured debt rating of at least “Baa2” by Xxxxx’x if the Servicer maintains a rating of “A2” by Xxxxx’x) or (ii) is otherwise acceptable to the Rating Agency as applicableevidenced by the receipt of a Rating Agency Confirmation, and is subject to supervision or examination by federal or state authority and shall not be an Affiliate of the Borrower, any Loan Seller or the Depositor or an Affiliate of the Servicer or the Special Servicer (except during any period when the Trustee has assumed the duties of the Servicer and/or Special Servicer pursuant to Section 7.2). In addition the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act of 1940, as amended. If a corporation, association or trust company publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section 8.6(a) the combined capital and surplus of such entity shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust, the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.7, (ii) pay such tax from its own funds and continue as Trustee or the Certificate Administrator, as applicable, or (iii) administer the Trust Fund from a state and local jurisdiction that does not impose such a tax. In case at any time the Trustee or the Certificate Administrator Administrator, as applicable, shall cease to be eligible in accordance with the provisions of this Section 8.6(a)Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.7. (b) Each of the Certificate Administrator and the Trustee shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy covering the Trustee’s or the Certificate Administrator’s, as applicable, directors, officers and employees acting on behalf of the Trustee or the Certificate Administrator, as applicable, in connection with its activities under this Agreement; provided, that if the unsecured long-term debt of the Trustee or the Certificate Administrator, as applicable, is not rated at least “A-” by Fitch, then the claims paying ability of the insurer under such applicable error and omissions insurance policy must be rated at least “A” by Fitch. Such insurance policy shall protect the Trustee or the Certificate Administrator, as applicable, against losses, forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Trustee or the Certificate Administrator, as applicable. In the event that any such bond or policy ceases to be in effect, the Trustee or the Certificate Administrator, as applicable, shall obtain a comparable replacement bond or policy. In lieu of the foregoing, but subject to this Section 8.6(b), the Trustee and the Certificate Administrator, as applicable, shall be entitled to self-insure with respect to such risks so long as its (or its immediate or remote parent’s) long-term unsecured debt is rated at least “A-” by Fitch (or, if not then rated by Fitch, rated either (x) no lower than an equivalent rating by another NRSRO or (y) no lower than “A-:VIII” by A.M. Best Company, Inc.).

Eligibility Requirements for the Trustee and the Certificate Administrator; Errors and Omissions Insurance. (a) Each of the Trustee and the Certificate Administrator hereunder shall at all times be a Qualified Certificate Administrator or Qualified Trustee, as applicable, and shall not be an Affiliate of the any Borrower, any Loan Seller Seller, any Mezzanine Borrower or the Depositor or an Affiliate of the Servicer or the Special Servicer (except during any period when the Trustee has assumed the duties of the Servicer and/or Special Servicer pursuant to Section 7.2). In addition addition, the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act of 1940, as amended. If a corporation, association or trust company publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section 8.6(a) the combined capital and surplus of such entity shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust, the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.7, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, or (iii) administer the Trust Fund from a state and local jurisdiction that does not impose such a tax. In case at any time the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section 8.6(a), the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.7. (b) Each of the Certificate Administrator and the Trustee shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy covering the Trustee’s or the Certificate Administrator’s, as applicable, directors, officers and employees acting on behalf of the Trustee or the Certificate Administrator, as applicable, in connection with its activities under this Agreement; provided, that if the unsecured long-term debt of the Trustee or the Certificate Administrator, as applicable, is not rated at least “A-A3” by FitchMoody’s and “A” by DBRS Morningstar, then the claims paying ability of the insurer under such applicable error and omissions insurance policy must be rated at least “A3” by Moody’s and “A” by FitchDBRS Morningstar. Such insurance policy shall protect the Trustee or the Certificate Administrator, as applicable, against losses, forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Trustee or the Certificate Administrator, as applicable. In the event that any such bond or policy ceases to be in effect, the Trustee or the Certificate Administrator, as applicable, shall obtain a comparable replacement bond or policy. In lieu of the foregoing, but subject to this Section 8.6(b), the Trustee and the Certificate Administrator, as applicable, shall be entitled to self-insure with respect to such risks so long as its (or its immediate or remote parent’s) long-term unsecured debt is rated at least “A-A3” by Fitch (Moody’s and at least “A” by DBRS Morningstar or, if not then rated by Fitcha particular Rating Agency, rated either (x) rated no lower than an equivalent rating by another NRSRO at least two other NRSROs (which may include the other Rating Agency) or (y) rated no lower than “A-:VIII” by A.M. Best Company, Inc.).

Eligibility Requirements for the Trustee and the Certificate Administrator; Errors and Omissions Insurance. (a) Each of the Trustee and the Certificate Administrator hereunder shall at all times be a Qualified Certificate Administrator corporation, association or Qualified Trusteetrust 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, which has a combined capital and surplus of at least $50,000,000 and (i) have a rating on its unsecured long-term debt of at least “A” by S&P or otherwise acceptable to S&P as applicableconfirmed by receipt of a Rating Agency Confirmation; provided that the Trustee may maintain a rating of at least “BBB” by S&P if the Servicer maintains a short-term rating of “A-2” by S&P and a long-term unsecured debt rating of “A” by S&P; or (ii) is otherwise acceptable to the Rating Agency as evidenced by the receipt of a Rating Agency Confirmation, and is subject to supervision or examination by federal or state authority and shall not be an Affiliate of the Borrower, any Loan Seller or the Depositor or an Affiliate of the Servicer or the Special Servicer (except during any period when the Trustee has assumed the duties of the Servicer and/or Special Servicer pursuant to Section 7.2). In addition the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act of 1940, as amended. If a corporation, association or trust company publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section 8.6(a) the combined capital and surplus of such entity shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust, the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.7, (ii) pay such tax from its own funds and continue as Trustee or the Certificate Administrator, as applicable, or (iii) administer the Trust Fund from a state and local jurisdiction that does not impose such a tax. In case at any time the Trustee or the Certificate Administrator Administrator, as applicable, shall cease to be eligible in accordance with the provisions of this Section 8.6(a)Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.7. (b) Each of the Certificate Administrator and the Trustee shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy covering the Trustee’s or the Certificate Administrator’s, as applicable, directors, officers and employees acting on behalf of the Trustee or the Certificate Administrator, as applicable, in connection with its activities under this Agreement; provided, that if the unsecured long-term debt of the Trustee or the Certificate Administrator, as applicable, is not rated at least “A-” by Fitch, then the claims paying ability of the insurer under such applicable error and omissions insurance policy must be rated at least “A” by Fitch. Such insurance policy shall protect the Trustee or the Certificate Administrator, as applicable, against losses, forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Trustee or the Certificate Administrator, as applicable. In the event that any such bond or policy ceases to be in effect, the Trustee or the Certificate Administrator, as applicable, shall obtain a comparable replacement bond or policy. In lieu of the foregoing, but subject to this Section 8.6(b), the Trustee and the Certificate Administrator, as applicable, shall be entitled to self-insure with respect to such risks so long as its (or its immediate or remote parent’s) long-term unsecured debt is rated at least “A-” by Fitch (or, if not then rated by Fitch, rated either (x) no lower than an equivalent rating by another NRSRO or (y) no lower than “A-:VIII” by A.M. Best Company, Inc.).

Eligibility Requirements for the Trustee and the Certificate Administrator; Errors and Omissions Insurance. (a) Each of the Trustee and the Certificate Administrator hereunder shall at all times times: (i) be a Qualified Certificate Administrator corporation, association or Qualified 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; (ii) have a combined capital and surplus of at least $50,000,000; (iii) have a rating on its unsecured long-term debt of at least “A2” by Mxxxx’x or otherwise acceptable to Mxxxx’x as confirmed by receipt of a Rating Agency Confirmation; (iv) be subject to supervision or examination by federal or state authority; and (v) in the case of the Trustee, as applicable, and shall not be an Affiliate of the Borrower, any Loan Seller or the Depositor or an Affiliate of the Servicer or the Special Servicer (except during any period when the Trustee has assumed the duties of the Servicer and/or Special Servicer pursuant to Section 7.2). In addition the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act of 1940, as amended. If a corporation, association or trust company publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section 8.6(a) 8.6 the combined capital and surplus of such entity shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust, the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.7, (ii) pay such tax from its own funds and continue as Trustee or the Certificate Administrator, as applicable, or (iii) administer the Trust Fund from a state and local jurisdiction that does not impose such a tax. In case at any time the Trustee or the Certificate Administrator Administrator, as applicable, shall cease to be eligible in accordance with the provisions of this Section 8.6(a)8.6, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.7. (b) Each of The Trustee and the Certificate Administrator and the Trustee shall each obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy covering the Trustee’s or the Certificate Administrator’s, as applicable, directors, officers and employees acting on behalf of the Trustee or the Certificate Administrator, as applicable, in connection with its activities under this Agreement; provided, that if the unsecured long-term debt of the Trustee or the Certificate Administrator, as applicable, is not rated at least “A-” by Fitch, then the claims paying ability of the insurer under such applicable error and omissions insurance policy must be rated at least “A” by Fitch. Such insurance policy shall protect the Trustee or and the Certificate Administrator, as applicable, against losses, forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Trustee or the Certificate Administrator, as applicable. In the event that any such bond or policy ceases to be in effect, the Trustee or the Certificate Administrator, as applicable, shall obtain a comparable replacement bond or policy. In lieu of the foregoing, but subject to this Section 8.6(b), the Trustee and the Certificate Administrator, as applicable, shall be entitled to self-insure with respect to such risks so long as its (or its immediate or remote parent’s) long-term unsecured debt is rated at least “A-” by Fitch (or, if not then rated by Fitch, rated either (x) no lower than an equivalent rating by another NRSRO or (y) no lower than “A-:VIII” by A.M. Best Company, Inc.).

Eligibility Requirements for the Trustee and the Certificate Administrator; Errors and Omissions Insurance. (a) Each of the Trustee and the Certificate Administrator hereunder shall at all times times: (i) be a Qualified Certificate Administrator corporation, association or Qualified 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; (ii) have a combined capital and surplus of at least $50,000,000; (iii) have a rating on its unsecured long-term debt of at least “A” by Fitch or otherwise acceptable to Fitch as confirmed by receipt of a Rating Agency Confirmation; (iv) be subject to supervision or examination by federal or state authority; and (v) in the case of the Trustee, as applicable, and shall not be an Affiliate of the Borrower, any Loan Seller or the Depositor or an Affiliate of the Servicer or the Special Servicer (except during any period when the Trustee has assumed the duties of the Servicer and/or Special Servicer pursuant to Section 7.2). In addition the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act of 1940, as amended. If a corporation, association or trust company publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section 8.6(a) 8.6 the combined capital and surplus of such entity shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust, the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.7, (ii) pay such tax from its own funds and continue as Trustee or the Certificate Administrator, as applicable, or (iii) administer the Trust Fund from a state and local jurisdiction that does not impose such a tax. In case at any time the Trustee or the Certificate Administrator Administrator, as applicable, shall cease to be eligible in accordance with the provisions of this Section 8.6(a)8.6, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.7. (b) Each of The Trustee and the Certificate Administrator and the Trustee shall each obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy covering the Trustee’s or the Certificate Administrator’s, as applicable, directors, officers and employees acting on behalf of the Trustee or the Certificate Administrator, as applicable, in connection with its activities under this Agreement; provided, that if the unsecured long-term debt of the Trustee or the Certificate Administrator, as applicable, is not rated at least “A-” by Fitch, then the claims paying ability of the insurer under such applicable error and omissions insurance policy must be rated at least “A” by Fitch. Such insurance policy shall protect the Trustee or and the Certificate Administrator, as applicable, against losses, forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Trustee or the Certificate Administrator, as applicable. In the event that any such bond or policy ceases to be in effect, the Trustee or the Certificate Administrator, as applicable, shall obtain a comparable replacement bond or policy. In lieu of the foregoing, but subject to this Section 8.6(b), the Trustee and the Certificate Administrator, as applicable, shall be entitled to self-insure with respect to such risks so long as its (or its immediate or remote parent’s) long-term unsecured debt is rated at least “A-” by Fitch (or, if not then rated by Fitch, rated either (x) no lower than an equivalent rating by another NRSRO or (y) no lower than “A-:VIII” by A.M. Best Company, Inc.).

Eligibility Requirements for the Trustee and the Certificate Administrator; Errors and Omissions Insurance. (a) Each of the Trustee and the Certificate Administrator hereunder shall at all times be a Qualified Certificate Administrator or Qualified Trustee, as applicable, and shall not be an Affiliate of the Borrower, any Loan Seller or the Depositor or an Affiliate of the Servicer or the Special Servicer (except during any period when the Trustee has assumed the duties of the Servicer and/or Special Servicer pursuant to Section 7.2). In addition the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act of 1940, as amended. If a corporation, association or trust company publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section 8.6(a) the combined capital and surplus of such entity shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust, the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.7, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, or (iii) administer the Trust Fund from a state and local jurisdiction that does not impose such a tax. In case at any time the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section 8.6(a), the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.7. (b) Each of the Certificate Administrator and the Trustee shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy covering the Trustee’s or the Certificate Administrator’s, as applicable, directors, officers and employees acting on behalf of the Trustee or the Certificate Administrator, as applicable, in connection with its activities under this Agreement; provided, that if the unsecured long-term debt of the Trustee or the Certificate Administrator, as applicable, is not rated at least “A-A3” by FitchMoody’s and “A” by DBRS Morningstar, then the claims paying ability of the insurer under such applicable error and omissions insurance policy must be rated at least “A3” by Moody’s and “A” by FitchDBRS Morningstar. Such insurance policy shall protect the Trustee or the Certificate Administrator, as applicable, against losses, forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Trustee or the Certificate Administrator, as applicable. In the event that any such bond or policy ceases to be in effect, the Trustee or the Certificate Administrator, as applicable, shall obtain a comparable replacement bond or policy. In lieu of the foregoing, but subject to this Section 8.6(b), the Trustee and the Certificate Administrator, as applicable, shall be entitled to self-insure with respect to such risks so long as its it’s (or its immediate or remote parent’s) long-term unsecured debt is rated at least “A-A3” by Fitch (Moody’s and at least “A” by DBRS Morningstar or, if not then rated by Fitcha particular Rating Agency, rated either (x) rated no lower than an equivalent rating by another NRSRO at least two other NRSROs (which may include the other Rating Agency) or (y) rated no lower than “A-:VIII” by A.M. Best Company, Inc.).

Eligibility Requirements for the Trustee and the Certificate Administrator; Errors and Omissions Insurance. (a) Each of the Trustee and the Certificate Administrator hereunder shall at all times times: (i) be a Qualified Certificate Administrator corporation, association or Qualified 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; (ii) have a combined capital and surplus of at least $50,000,000; (iii) be subject to supervision or examination by federal or state authority; and (iv) in the case of the Trustee, as applicable, and shall not be an Affiliate of the Borrower, any Loan Seller or the Depositor or an Affiliate of the Servicer or the Special Servicer (except during any period when the Trustee has assumed the duties of the Servicer and/or Special Servicer pursuant to Section 7.2). In addition the Trustee ) and shall satisfy the requirements for have a trustee contemplated rating on its unsecured long-term debt of at least “A” by clause Fitch (a)(4)(i) or a short term rating of Rule 3a-7 under the Investment Company Act “F1” by Fitch or otherwise acceptable to Fitch as confirmed by receipt of 1940, as amendeda Rating Agency Confirmation. If a corporation, association or trust company publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section 8.6(a) 8.6 the combined capital and surplus of such entity shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust, the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.7, (ii) pay such tax from its own funds and continue as Trustee or the Certificate Administrator, as applicable, or (iii) administer the Trust Fund from a state and local jurisdiction that does not impose such a tax. In case at any time the Trustee or the Certificate Administrator Administrator, as applicable, shall cease to be eligible in accordance with the provisions of this Section 8.6(a)8.6, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.7. (b) Each of The Trustee and the Certificate Administrator and the Trustee shall each obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy covering the Trustee’s or the Certificate Administrator’s, as applicable, directors, officers and employees acting on behalf of the Trustee or the Certificate Administrator, as applicable, in connection with its activities under this Agreement; provided, that if the unsecured long-term debt of the Trustee or the Certificate Administrator, as applicable, is not rated at least “A-” by Fitch, then the claims paying ability of the insurer under such applicable error and omissions insurance policy must be rated at least “A” by Fitch. Such insurance policy shall protect the Trustee or and the Certificate Administrator, as applicable, against losses, forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Trustee or the Certificate Administrator, as applicable. In the event that any such bond or policy ceases to be in effect, the Trustee or the Certificate Administrator, as applicable, shall obtain a comparable replacement bond or policy. In lieu of the foregoing, but subject to this Section 8.6(b), the Trustee and the Certificate Administrator, as applicable, shall be entitled to self-insure with respect to such risks so long as its (or its immediate or remote parent’s) long-term unsecured debt is rated at least “A-” by Fitch (or, if not then rated by Fitch, rated either (x) no lower than an equivalent rating by another NRSRO or (y) no lower than “A-:VIII” by A.M. Best Company, Inc.).

Eligibility Requirements for the Trustee and the Certificate Administrator; Errors and Omissions Insurance. (a) Each of the Trustee and the Certificate Administrator hereunder shall at all times times: (i) be a Qualified Certificate Administrator corporation, association or Qualified 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; (ii) have a combined capital and surplus of at least $50,000,000; (iii) have a rating on its unsecured long-term debt of at least “A-” by S&P or otherwise acceptable to S&P as confirmed by receipt of a Rating Agency Confirmation; (iv) be subject to supervision or examination by federal or state authority; and (v) in the case of the Trustee, as applicable, and shall not be an Affiliate of the Borrower, any Loan Seller or the Depositor or an Affiliate of the Servicer or the Special Servicer (except during any period when the Trustee has assumed the duties of the Servicer and/or Special Servicer pursuant to Section 7.2). In addition the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act of 1940, as amended. If a corporation, association or trust company publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section 8.6(a) 8.6 the combined capital and surplus of such entity shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust, the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.7, (ii) pay such tax from its own funds and continue as Trustee or the Certificate Administrator, as applicable, or (iii) administer the Trust Fund from a state and local jurisdiction that does not impose such a tax. In case at any time the Trustee or the Certificate Administrator Administrator, as applicable, shall cease to be eligible in accordance with the provisions of this Section 8.6(a)8.6, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.7. (b) Each of The Trustee and the Certificate Administrator and the Trustee shall each obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy covering the Trustee’s or the Certificate Administrator’s, as applicable, directors, officers and employees acting on behalf of the Trustee or the Certificate Administrator, as applicable, in connection with its activities under this Agreement; provided, that if the unsecured long-term debt of the Trustee or the Certificate Administrator, as applicable, is not rated at least “A-” by Fitch, then the claims paying ability of the insurer under such applicable error and omissions insurance policy must be rated at least “A” by Fitch. Such insurance policy shall protect the Trustee or and the Certificate Administrator, as applicable, against losses, forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Trustee or the Certificate Administrator, as applicable. In the event that any such bond or policy ceases to be in effect, the Trustee or the Certificate Administrator, as applicable, shall obtain a comparable replacement bond or policy. In lieu of the foregoing, foregoing but subject to this Section 8.6(b8.7(b), the Trustee and the Certificate Administrator, as applicable, Administrator shall be entitled to self-insure with respect to such risks so long as its (or its immediate or remote parent’s) long-term unsecured debt the Trustee and the Certificate Administrator is rated at least “A-A” by Fitch S&P (or, if not then rated by Fitchso rated, rated either (x) no lower than an equivalent rating by another NRSRO or (y) no lower than “A-:VIII” by A.M. Best Company, Inc.S&P has issued a Rating Agency Confirmation).

Eligibility Requirements for the Trustee and the Certificate Administrator; Errors and Omissions Insurance. (a) Each of the Trustee and the Certificate Administrator hereunder shall at all times be a Qualified Certificate Administrator or Qualified Trustee, as applicable, and shall not be an Affiliate of the Borrower, any Loan Seller Seller, any Mezzanine Borrower, or the Depositor or an Affiliate of the Servicer or the Special Servicer (except during any period when the Trustee has assumed the duties of the Servicer and/or Special Servicer pursuant to Section 7.2). In addition the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act of 1940, as amended. If a corporation, association or trust company publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section 8.6(a) the combined capital and surplus of such entity shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust, the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.7, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, or (iii) administer the Trust Fund from a state and local jurisdiction that does not impose such a tax. In case at any time the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section 8.6(a), the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.7. (b) Each of the Certificate Administrator and the Trustee shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy covering the Trustee’s or the Certificate Administrator’s, as applicable, directors, officers and employees acting on behalf of the Trustee or the Certificate Administrator, as applicable, in connection with its activities under this Agreement; provided, that if the unsecured long-term debt of the Trustee or the Certificate Administrator, as applicable, is not rated at least “A-A3” by FitchMoody’s and “A” by DBRS Morningstar, then the claims paying ability of the insurer under such applicable error and omissions insurance policy must be rated at least “A3” by Moody’s and “A” by FitchDBRS Morningstar. Such insurance policy shall protect the Trustee or the Certificate Administrator, as applicable, against losses, forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Trustee or the Certificate Administrator, as applicable. In the event that any such bond or policy ceases to be in effect, the Trustee or the Certificate Administrator, as applicable, shall obtain a comparable replacement bond or policy. In lieu of the foregoing, but subject to this Section 8.6(b), the Trustee and the Certificate Administrator, as applicable, shall be entitled to self-insure with respect to such risks so long as its (or its immediate or remote parent’s) long-term unsecured debt is rated at least “A-A3” by Fitch (Moody’s and at least “A” by DBRS Morningstar or, if not then rated by Fitcha particular Rating Agency, rated either (x) rated no lower than an equivalent rating by another NRSRO at least two other NRSROs (which may include the other Rating Agency) or (y) rated no lower than “A-:VIII” by A.M. Best Company, Inc.).

Eligibility Requirements for the Trustee and the Certificate Administrator; Errors and Omissions Insurance. (a) Each of the Trustee and the Certificate Administrator hereunder shall at all times be a Qualified Certificate Administrator or Qualified Trustee, as applicable, and shall not be an Affiliate of the Borrower, the Loan Seller, any Loan Seller Mezzanine Borrower or the Depositor or an Affiliate of the Servicer or the Special Servicer (except during any period when the Trustee has assumed the duties of the Servicer and/or Special Servicer pursuant to Section 7.2). In addition the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act of 1940, as amended. If a corporation, association or trust company publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section 8.6(a) the combined capital and surplus of such entity shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust, the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.7, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, or (iii) administer the Trust Fund from a state and local jurisdiction that does not impose such a tax. In case at any time the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section 8.6(a), the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.7. (b) Each of the Certificate Administrator and the Trustee shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy covering the Trustee’s or the Certificate Administrator’s, as applicable, directors, officers and employees acting on behalf of the Trustee or the Certificate Administrator, as applicable, in connection with its activities under this Agreement; provided, that if the unsecured long-term debt of the Trustee or the Certificate Administrator, as applicable, is not rated at least “A-A3” by FitchMoody’s and “A” by DBRS Morningstar, then the claims paying ability of the insurer under such applicable error and omissions insurance policy must be rated at least “A3” by Moody’s and “A” by FitchDBRS Morningstar. Such insurance policy shall protect the Trustee or the Certificate Administrator, as applicable, against losses, forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Trustee or the Certificate Administrator, as applicable. In the event that any such bond or policy ceases to be in effect, the Trustee or the Certificate Administrator, as applicable, shall obtain a comparable replacement bond or policy. In lieu of the foregoing, but subject to this Section 8.6(b), the Trustee and the Certificate Administrator, as applicable, shall be entitled to self-insure with respect to such risks so long as its (or its immediate or remote parent’s) long-term unsecured debt is rated at least “A-A3” by Fitch (Moody’s and at least “A” by DBRS Morningstar or, if not then rated by Fitcha particular Rating Agency, rated either (x) rated no lower than an equivalent rating by another NRSRO at least two other NRSROs (which may include the other Rating Agency) or (y) rated no lower than “A-:VIII” by A.M. Best Company, Inc.).

Eligibility Requirements for the Trustee and the Certificate Administrator; Errors and Omissions Insurance. (a) Each of the Trustee and the Certificate Administrator hereunder shall at all times be a Qualified Certificate Administrator corporation, association or Qualified Trusteetrust company organized and doing business under the laws of any state or the United States of America, as applicableauthorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, which has a combined capital and surplus of at least $50,000,000 and a rating on its unsecured long-term debt of at least “A” by Fitch if the unsecured short-term debt is rated at least “F1” by Fitch, and is subject to supervision or examination by federal or state authority and shall not be an Affiliate of the Borrower, any Loan Seller or the Depositor or an Affiliate of the Servicer or the Special Servicer (except during any period when the Trustee has assumed the duties of the Servicer and/or Special Servicer pursuant to Section 7.2). In addition the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act of 1940, as amended. If a corporation, association or trust company publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section 8.6(a) the combined capital and surplus of such entity shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust, the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.7, (ii) pay such tax from its own funds and continue as Trustee or the Certificate Administrator, as applicable, or (iii) administer the Trust Fund from a state and local jurisdiction that does not impose such a tax. In case at any time the Trustee or the Certificate Administrator Administrator, as applicable, shall cease to be eligible in accordance with the provisions of this Section 8.6(a)Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.7. (b) Each of the The Certificate Administrator and the Trustee shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy covering the Trustee’s or the Certificate Administrator’s, as applicable, ’s directors, officers and employees acting on behalf of the Trustee or the Certificate Administrator, as applicable, Administrator in connection with its activities under this Agreement; provided, provided that if the unsecured long-term debt of the Trustee or the Certificate Administrator, as applicable, Administrator is not rated at least “A-A” by Fitch, then the claims paying ability of the insurer under such applicable error and omissions insurance policy must be rated at least “A” by Fitch. Such insurance policy shall protect the Trustee or the Certificate Administrator, as applicable, Administrator against losses, forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Trustee or the Certificate Administrator, as applicable. In the event that any such bond or policy ceases to be in effect, the Trustee or the Certificate Administrator, as applicable, Administrator shall obtain a comparable replacement bond or policy. In lieu of the foregoing, but subject to this Section 8.6(b), the Trustee and the Certificate Administrator, as applicable, Administrator shall be entitled to self-insure with respect to such risks so long as its (or its immediate or remote parent’sa) long-term unsecured debt the Certificate Administrator is rated at least “A-A” by Fitch (or, if not then rated by Fitch, rated either (x) no lower than an equivalent rating by another NRSRO or (yb) no lower than “A-:VIII” the Rating Agency has confirmed as evidenced by A.M. Best Company, Inc.)the receipt of a Rating Agency Confirmation.

Eligibility Requirements for the Trustee and the Certificate Administrator; Errors and Omissions Insurance. (a) Each of the Trustee and the Certificate Administrator hereunder shall at all times be a Qualified Certificate Administrator or Qualified Trustee, as applicable, and shall not be an Affiliate of the Borrower, any Loan Seller Seller, any Mezzanine Borrower, or the Depositor or an Affiliate of the Servicer or the Special Servicer (except during any period when the Trustee has assumed the duties of the Servicer and/or Special Servicer pursuant to Section 7.2). In addition the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act of 1940, as amended. If a corporation, association or trust company publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section 8.6(a) the combined capital and surplus of such entity shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust, the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.7, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, or (iii) administer the Trust Fund from a state and local jurisdiction that does not impose such a tax. In case at any time the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section 8.6(a), the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.7. (b) Each of the Certificate Administrator and the Trustee shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy covering the Trustee’s or the Certificate Administrator’s, as applicable, directors, officers and employees acting on behalf of the Trustee or the Certificate Administrator, as applicable, in connection with its activities under this Agreement; provided, that if the unsecured long-term debt of the Trustee or the Certificate Administrator, as applicable, is not rated at least “A-A3” by FitchXxxxx’x and “A” by DBRS Morningstar, then the claims paying ability of the insurer under such applicable error and omissions insurance policy must be rated at least “A3” by Xxxxx’x and “A” by FitchDBRS Morningstar. Such insurance policy shall protect the Trustee or the Certificate Administrator, as applicable, against losses, forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Trustee or the Certificate Administrator, as applicable. In the event that any such bond or policy ceases to be in effect, the Trustee or the Certificate Administrator, as applicable, shall obtain a comparable replacement bond or policy. In lieu of the foregoing, but subject to this Section 8.6(b), the Trustee and the Certificate Administrator, as applicable, shall be entitled to self-insure with respect to such risks so long as its (or its immediate or remote parent’s) long-term unsecured debt is rated at least “A-A3” by Fitch (Xxxxx’x and at least “A” by DBRS Morningstar or, if not then rated by Fitcha particular Rating Agency, rated either (x) rated no lower than an equivalent rating by another NRSRO at least two other NRSROs (which may include the other Rating Agency) or (y) rated no lower than “A-:VIII” by A.M. Best Company, Inc.).

Eligibility Requirements for the Trustee and the Certificate Administrator; Errors and Omissions Insurance. (a) Each of the Trustee and the Certificate Administrator hereunder shall at all times be a Qualified Certificate Administrator or Qualified Trustee, as applicable, and shall not be an Affiliate of the any Borrower, the Loan Seller, any Loan Seller Mezzanine Borrower or the Depositor or an Affiliate of the Servicer or the Special Servicer (except during any period when the Trustee has assumed the duties of the Servicer and/or Special Servicer pursuant to Section 7.2). In addition the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act of 1940, as amended. If a corporation, association or trust company publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section 8.6(a) the combined capital and surplus of such entity shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust, the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.7, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, or (iii) administer the Trust Fund from a state and local jurisdiction that does not impose such a tax. In case at any time the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section 8.6(a)Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.7. (b) Each of the Certificate Administrator and the Trustee shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy covering the Trustee’s or the Certificate Administrator’s, as applicable, directors, officers and employees acting on behalf of the Trustee or the Certificate Administrator, as applicable, in connection with its activities under this Agreement; provided, that if the unsecured long-term debt of the Trustee or the Certificate Administrator, as applicable, is not rated at least “A-” by FitchFitch and “A(low)” by DBRS Morningstar, then the claims paying ability of the insurer under such applicable error and omissions insurance policy must be rated at least “A” by FitchFitch and “A(low)” by DBRS Morningstar. Such insurance policy shall protect the Trustee or the Certificate Administrator, as applicable, against losses, forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Trustee or the Certificate Administrator, as applicable. In the event that any such bond or policy ceases to be in effect, the Trustee or the Certificate Administrator, as applicable, shall obtain a comparable replacement bond or policy. In lieu of the foregoing, but subject to this Section 8.6(b), the Trustee and the Certificate Administrator, as applicable, shall be entitled to self-insure with respect to such risks so long as its it (or its immediate or remote parent’s) long-term unsecured debt is rated at least “A-” by Fitch (or, if not then rated by Fitch, rated either (x) no lower than an equivalent rating by another NRSRO or (y) no lower than and “A-:VIIIA(low)” by A.M. Best Company, Inc.)DBRS Morningstar.

Eligibility Requirements for the Trustee and the Certificate Administrator; Errors and Omissions Insurance. (a) Each of the Trustee and the Certificate Administrator hereunder shall at all times be a Qualified corporation, association or 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, which has, a combined capital and surplus of at least $50,000,000 and a rating on its unsecured long term debt of at least (x) “A2” by Xxxxx’x if the Trustee’s or the Certificate Administrator or Qualified TrusteeAdministrator’s, as applicable, unsecured short term debt is rated at least “P-1” by Xxxxx’x, (y) a short-term rating of “A-1” by S&P, and (z) “A” by DBRS and is subject to supervision or examination by federal or state authority and shall not be an Affiliate of the Borrower, any Loan Seller or the Depositor or an Affiliate of the Servicer or the Special Servicer (except during any period when the Trustee has assumed the duties of the Servicer and/or Special Servicer pursuant to Section 7.2). In addition the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act of 1940, as amended. If a corporation, association or trust company publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section 8.6(a) 8.6 the combined capital and surplus of such entity shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust, the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.7, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, or (iii) administer the Trust Fund from a state and local jurisdiction that does not impose such a tax. In case at any time the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section 8.6(a)8.6, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.7. (b) Each of the The Certificate Administrator and the Trustee shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy covering the Trustee’s or the Certificate Administrator’s, as applicable, ’s directors, officers and employees acting on behalf of the Trustee or the Certificate Administrator, as applicable, in connection with its activities under this Agreement; provided, provided that if the unsecured long-term debt of the Trustee or the Certificate Administrator, as applicable, Administrator is not rated at least “A-A2” by FitchXxxxx’x, then the claims paying ability of the insurer under “A” by S&P and “A(high)” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by two other NRSROs), such applicable error and omissions insurance policy must be rated at least “A2” by Xxxxx’x, “A” by FitchS&P and “A(high)” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by two other NRSROs). Such insurance policy shall protect the Trustee or the Certificate Administrator, as applicable, Administrator against losses, forgery, theft, embezzlement, fraud, errors and omissions of such covered personsPersons. The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Trustee or the Certificate Administrator, as applicable. In the event that any such bond or policy ceases to be in effect, the Trustee or the Certificate Administrator, as applicable, Administrator shall obtain a comparable replacement bond or policy. In lieu of the foregoing, but subject to this Section 8.6(b), the Trustee and the Certificate Administrator, as applicable, Administrator shall be entitled to self-insure with respect to such risks so long as its (or its immediate or remote parent’s) long-term unsecured debt the Certificate Administrator is rated at least “A-A2” by Fitch (or, if not then rated by Fitch, rated either (x) no lower than an equivalent rating by another NRSRO or (y) no lower than Xxxxx’x and “A-:VIIIA” by A.M. Best Company, Inc.).S&P.