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 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 either (i) in the case of the Certificate Administrator, a rating of “Baa3” on its senior unsecured long-term debt or an issuer credit rating of “Baa3” by Xxxxx’x, (ii) in the case of the Trustee, a rating on its unsecured long-term debt or issuer credit rating of at least “A2” by Xxxxx’x or a long term counterparty risk assessment of at least A2(cr) by Xxxxx’x provided that the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as long as it has a rating on its long-term unsecured debt or issuer credit rating of at least “Baa3” by Xxxxx’x for so long as the Servicer has a rating on its long-term senior unsecured debt of at least “A2” by Xxxxx’x or (iii) in the case of either the Certificate Administrator or the Trustee, as is otherwise acceptable to the Rating Agency as evidenced by receipt of a 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 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, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.7. (b) The Certificate Administrator 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 Certificate Administrator’s directors, officers and employees in connection with its activities under this Agreement; provided that if the Certificate Administrator is not rated at least “A2” by Xxxxx’x, such applicable error and omissions insurance policy must be rated at least “A2” by Xxxxx’x. Such insurance policy shall protect the Certificate 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 Certificate Administrator. In the event that any such bond or policy ceases to be in effect, the Certificate Administrator shall obtain a comparable replacement bond or policy. In lieu of the foregoing, the Certificate Administrator shall be entitled to self-insure with respect to such risks so long as the Certificate Administrator is rated at least “A2” by Xxxxx’x.
Appears in 6 contracts
Samples: Trust and Servicing Agreement (Bank 2022-Bnk41), Trust and Servicing Agreement (Benchmark 2022-B34 Mortgage Trust), Trust and Servicing Agreement (Morgan Stanley Capital I Trust 2022-L8)
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 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, ;
(ii) have a combined capital and surplus of at least $50,000,000 and either 50,000,000;
(iiii) in the case of the Certificate Administrator, a rating of “Baa3” on its senior unsecured long-term debt or an issuer credit rating of “Baa3” by Xxxxx’x, (ii) in the case of the Trustee, have a rating on its unsecured long-term debt or issuer credit rating of at least “A2A” by Xxxxx’x Fitch or otherwise acceptable to Fitch as confirmed by receipt of a long term counterparty risk assessment of at least A2(cr) by Xxxxx’x provided that Rating Agency Confirmation; provided, however, the Trustee will shall not become ineligible to serve based on a failure to satisfy such Fitch rating requirements as long as it has a rating on its longshort-term unsecured debt or issuer credit rating obligations of at least “Baa3F1” by Xxxxx’x for so long as Fitch, and the Servicer has a rating on its long-term senior unsecured debt of at least “A2A+” by Xxxxx’x Fitch;
(iv) be subject to supervision or examination by federal or state authority; and
(iiiv) in the case of either the Certificate Administrator or the Trustee, as is otherwise acceptable shall not be 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 the Rating Agency as evidenced by receipt of a Rating Agency ConfirmationSection 7.2). 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 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, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.7.
(b) The Trustee and the Certificate Administrator 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 ’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 Certificate Administrator is not rated at least “A2” by Xxxxx’x, such applicable error and omissions insurance policy must be rated at least “A2” by Xxxxx’x. Such insurance policy shall protect the Trustee and the Certificate Administrator Administrator, as applicable, 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 Administrator, as applicable, shall obtain a comparable replacement bond or policy. In lieu of the foregoing, the Certificate Administrator shall be entitled to self-insure with respect to such risks so long as the Certificate Administrator is rated at least “A2” by Xxxxx’x.
Appears in 4 contracts
Samples: Trust and Servicing Agreement (3650R 2021-Pf1 Commercial Mortgage Trust), Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2021-C60), Trust and Servicing Agreement (CSAIL 2021-C20 Commercial Mortgage Trust)
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 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, has a combined capital and surplus of at least $50,000,000 and either (i) in the case of the Certificate Administrator, a rating of “Baa3” on its senior unsecured long-term debt or an issuer credit rating of “Baa3” by Xxxxx’x, (ii) in the case of the Trustee, a rating on its unsecured long-long term debt or issuer credit rating of at least “A2” by Xxxxx’x or a long term counterparty risk assessment of at least A2(cr) by Xxxxx’x provided (provided, however, that the Trustee will not become ineligible to serve based on may maintain a failure to satisfy such rating requirements as long as it has a rating on its minimum long-term unsecured debt or issuer credit rating of at least “Baa3Baa2” by Xxxxx’x for so long as the Servicer has a rating on its long-term senior unsecured debt of is rated at least “A2” by Xxxxx’x Xxxxx’x) and “BBB+” by S&P (or “BBB” by S&P (and its equivalent by KBRA, if then rated by KBRA) if the Trustee’s or Certificate Administrator’s, as applicable, unsecured short term debt is rated at least “A-2” by S&P) or (iiiii) in the case of either the Certificate Administrator or the Trustee, as is otherwise acceptable to the each 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 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). 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 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 8.6Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.7.
(b) The Certificate Administrator 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 Certificate Administrator’s directors, officers and employees acting on behalf of the Certificate Administrator in connection with its activities under this Agreement; provided that if the Certificate Administrator Administrator’s unsecured long term debt is not rated at least “A2A” or its equivalent by Xxxxx’xS&P and its equivalent by KBRA, if then rated by KBRA, such applicable error and omissions insurance policy must be rated at least “A2A” or its equivalent by Xxxxx’xS&P and KBRA, if then rated by KBRA. Such insurance policy shall protect the Certificate 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 Certificate Administrator. In the event that any such bond or policy ceases to be in effect, the Certificate Administrator shall obtain a comparable replacement bond or policy. In lieu of the foregoing, the Certificate Administrator shall be entitled to self-insure with respect to such risks so long as (a) the Certificate Administrator Administrator’s unsecured long term debt is rated at least “A2A” or its equivalent by Xxxxx’xS&P and KBRA or (b) each Rating Agency has confirmed as evidenced by the receipt of a Rating Agency Confirmation.
(c) 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 directors, officers and employees acting on behalf of the Trustee in connection with its activities under this Agreement; provided that if the Trustee’s unsecured long term debt is not rated at least “A” or its equivalent by S&P and tis equivalent by KBRA, if then rated by KBRA, such applicable error and omissions insurance policy must be rated at least “A” or its equivalent by S&P and KBRA (if then rated by KBRA). Such insurance policy shall protect the Trustee 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. In the event that any such bond or policy ceases to be in effect, the Trustee shall obtain a comparable replacement bond or policy. In lieu of the foregoing, the Trustee shall be entitled to self-insure with respect to such risks so long as (a) the Trustee’s unsecured long term debt is rated at least “A” or its equivalent by S&P and KBRA (if then rated by KBRA) or (b) each Rating Agency has confirmed as evidenced by the receipt of a Rating Agency Confirmation.
Appears in 3 contracts
Samples: Trust and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-P6), Trust and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-P5), Trust and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2016-C30)
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 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, has a combined capital and surplus of at least $50,000,000 and either (i) in the case of the Certificate Administrator, a rating of “Baa3” on its senior unsecured long-term debt or an issuer credit rating of “Baa3” by Xxxxx’x, (ii) in the case of the Trustee, a rating on its unsecured long-term debt or issuer credit rating of at least “A2” by Xxxxx’x or a long term counterparty risk assessment of at least A2(cr) by Xxxxx’x provided that the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as long as it has a rating on its long-term unsecured debt or issuer credit rating of at least “Baa3” by Xxxxx’x for so long as the Servicer has a rating on its long-term senior unsecured debt of at least “A2BBB+” by Xxxxx’x S&P (or “BBB” by S&P (and its equivalent by KBRA, if then rated by KBRA) if the Trustee’s or Certificate Administrator’s, as applicable, unsecured short term debt is rated at least “A-2” by S&P) or (iiiii) in the case of either the Certificate Administrator or the Trustee, as is otherwise acceptable to the each 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 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). 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 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 8.6Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.7.
(b) The Certificate Administrator 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 Certificate Administrator’s directors, officers and employees acting on behalf of the Certificate Administrator in connection with its activities under this Agreement; provided that if the Certificate Administrator Administrator’s unsecured long term debt is not rated at least “A2A” or its equivalent by Xxxxx’xS&P and its equivalent by KBRA, if then rated by KBRA, such applicable error and omissions insurance policy must be rated at least “A2A” or its equivalent by Xxxxx’xS&P and KBRA, if then rated by KBRA. Such insurance policy shall protect the Certificate 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 Certificate Administrator. In the event that any such bond or policy ceases to be in effect, the Certificate Administrator shall obtain a comparable replacement bond or policy. In lieu of the foregoing, the Certificate Administrator shall be entitled to self-insure with respect to such risks so long as (a) the Certificate Administrator Administrator’s unsecured long term debt is rated at least “A2A” or its equivalent by Xxxxx’xS&P and KBRA or (b) each Rating Agency has confirmed as evidenced by the receipt of a Rating Agency Confirmation.
(c) 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 directors, officers and employees acting on behalf of the Trustee in connection with its activities under this Agreement; provided that if the Trustee’s unsecured long term debt is not rated at least “A” or its equivalent by S&P and tis equivalent by KBRA, if then rated by KBRA, such applicable error and omissions insurance policy must be rated at least “A” or its equivalent by S&P and KBRA (if then rated by KBRA). Such insurance policy shall protect the Trustee 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. In the event that any such bond or policy ceases to be in effect, the Trustee shall obtain a comparable replacement bond or policy. In lieu of the foregoing, the Trustee shall be entitled to self-insure with respect to such risks so long as (a) the Trustee’s unsecured long term debt is rated at least “A” or its equivalent by S&P and KBRA (if then rated by KBRA) or (b) each Rating Agency has confirmed as evidenced by the receipt of a Rating Agency Confirmation.
Appears in 2 contracts
Samples: Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2016-C35), Trust and Servicing Agreement (SG Commercial Mortgage Securities Trust 2016-C5)
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 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, ;
(ii) have a combined capital and surplus of at least $50,000,000 and either 50,000,000;
(iiii) in the case of the Certificate Administrator, a rating of “Baa3” on its senior unsecured long-term debt or an issuer credit rating of “Baa3” by Xxxxx’x, (ii) in the case of the Trustee, have a rating on its unsecured long-term senior unsecured debt or issuer credit rating of at least “A2A” by Xxxxx’x or a long term counterparty risk assessment of at least A2(cr) S&P, “A2 by Xxxxx’x and “A-” by Fitch; provided that the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as long as (a) it has a rating on its long-term unsecured debt or issuer credit rating of at least “Baa3BBB” by Xxxxx’x for so long as S&P and “Baa2” by Xxxxx’x, (b) it has a rating on its short-term debt obligations of at least “A-2” by S&P and “F1” by Fitch, and (c) the Servicer master servicer has (1) a rating on its long-term senior unsecured debt of at least “A” by S&P, “A2” by Xxxxx’x and “A+” by Fitch and (2) a rating on its short-term debt obligations of at least “A-2” by S&P;
(iv) be subject to supervision or examination by federal or state authority; and
(iiiv) in the case of either the Certificate Administrator or the Trustee, as is otherwise acceptable shall not be 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 the Rating Agency as evidenced by receipt of a Rating Agency ConfirmationSection 7.2). 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 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 8.6Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.7.
(b) The Trustee and the Certificate Administrator 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 ’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 Certificate Administrator is not rated at least “A2” by Xxxxx’x, such applicable error and omissions insurance policy must be rated at least “A2” by Xxxxx’x. Such insurance policy shall protect the Trustee and the Certificate Administrator Administrator, as applicable, 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 Administrator, as applicable, shall obtain a comparable replacement bond or policy. In lieu of the foregoing, the Certificate Administrator shall be entitled to self-insure with respect to such risks so long as the Certificate Administrator is rated at least “A2” by Xxxxx’x.
Appears in 2 contracts
Samples: Trust and Servicing Agreement (GS Mortgage Securities Trust 2016-Gs3), Trust and Servicing Agreement (Gs Mortgage Securities Corp Ii)
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 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, has a combined capital and surplus of at least $50,000,000 and either (i) in the case of the Certificate Administrator, a rating of “Baa3” on its senior unsecured long-term debt or an issuer credit rating of “Baa3” by Xxxxx’x, (ii) in the case of the Trustee, a rating on its unsecured long term debt of at least (x) “A2” by Xxxxx’x (provided that the Trustee may maintain a long-term unsecured debt or issuer credit rating of at least “A2Baa2” by Xxxxx’x or a long term counterparty risk assessment of at least A2(cr) by Xxxxx’x provided that if the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as long as it has Servicer maintains a rating on its long-term unsecured debt or issuer credit rating of at least “Baa3” by Xxxxx’x for so long as the Servicer has a rating on its long-term senior unsecured debt of at least “A2” by Xxxxx’x Xxxxx’x) and (y) “A-” by Morningstar (provided that if the Trustee or Certificate Administrator, as applicable, is not rated by Morningstar, an equivalent (or higher) rating by any two other NRSROs) or (iiiz) in the case of either the Certificate Administrator or the Trustee, as is otherwise acceptable to the each 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 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). 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 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 8.6Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.7.
(b) The Certificate Administrator 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 Certificate Administrator’s directors, officers and employees acting on behalf of the Certificate Administrator in connection with its activities under this Agreement; provided that if the Certificate Administrator is not rated at least “A2A3” or its equivalent by Xxxxx’xMoody’s and “A-” or its equivalent by Morningstar (or, if not rated by Morningstar, then the equivalent rating by two other NRSROs), such applicable error and omissions insurance policy must be rated at least “A2A3” by Xxxxx’xMoody’s and an equivalent rating by Morningstar (or, if not rated by Morningstar, then the equivalent rating by two other NRSROs). Such insurance policy shall protect the Certificate 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 Certificate Administrator. In the event that any such bond or policy ceases to be in effect, the Certificate Administrator shall obtain a comparable replacement bond or policy. In lieu of the foregoing, the Certificate Administrator shall be entitled to self-insure with respect to such risks so long as the Certificate Administrator is rated at least “A2A3” or its equivalent by Moody’s and “A-” or its equivalent by Morningstar (or, if not rated by Morningstar, then the equivalent rating by two other NRSROs).
(c) 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 directors, officers and employees acting on behalf of the Trustee in connection with its activities under this Agreement; provided that if the Trustee is not rated at least “A3” or its equivalent by Moody’s and “A” or its equivalent by Morningstar (or, if not rated by Morningstar, then the equivalent rating by two other NRSROs), such applicable error and omissions insurance policy must be rated at least “A3” by Xxxxx’xMoody’s and an equivalent rating by Morningstar (or, if not rated by Morningstar, then the equivalent rating by two other NRSROs). Such insurance policy shall protect the Trustee 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. In the event that any such bond or policy ceases to be in effect, the Trustee shall obtain a comparable replacement bond or policy. In lieu of the foregoing, the Trustee shall be entitled to self-insure with respect to such risks so long as the Trustee is rated at least “A3” or its equivalent by Moody’s and “A” or its equivalent by Morningstar (or, if not rated by Morningstar, then the equivalent rating by two other NRSROs).
Appears in 2 contracts
Samples: Trust and Servicing Agreement (CSAIL 2018-C14 Commercial Mortgage Trust), Trust and Servicing Agreement (UBS Commercial Mortgage Trust 2018-C12)
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 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, has a combined capital and surplus of at least $50,000,000 and either (i) in the case of the Certificate Administrator, a rating of “Baa3” on its senior unsecured long-term debt or an issuer credit rating of “Baa3” by Xxxxx’x, (ii) in the case of the Trustee, have a rating on its unsecured long-term debt or issuer credit rating of at least “A2” by Xxxxx’x or a long term counterparty risk assessment of at least A2(cr) by Xxxxx’x (provided that the Trustee will not become ineligible to serve based on may maintain a failure to satisfy such rating requirements as long as it has a rating on its long-term unsecured debt or issuer credit rating of at least “Baa3Baa2” by Xxxxx’x for so long as if the Servicer has maintains a rating on its long-term senior unsecured debt of at least “A2” by Xxxxx’x Xxxxx’x) and (ii) an equivalent rating by Morningstar (if then rated by Morningstar; provided that if the Trustee or Certificate Administrator, as applicable, is not rated by Morningstar, an equivalent (or higher) rating by any two other NRSROs) or (iii) in the case of either the Certificate Administrator or the Trustee, as is otherwise acceptable to the each 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 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). 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 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 8.6Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.7.
(b) The Certificate Administrator 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 Certificate Administrator’s directors, officers and employees in connection with its activities under this Agreement; provided that if the Certificate Administrator is not rated at least “A2” by Xxxxx’x, such applicable error and omissions insurance policy must be rated at least “A2” by Xxxxx’x. Such insurance policy shall protect the Certificate 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 Certificate Administrator. In the event that any such bond or policy ceases to be in effect, the Certificate Administrator shall obtain a comparable replacement bond or policy. In lieu of the foregoing, the Certificate Administrator shall be entitled to self-insure with respect to such risks so long as the Certificate Administrator is rated at least “A2” by Xxxxx’x.
Appears in 2 contracts
Samples: Trust and Servicing Agreement (BBCMS Mortgage Trust 2019-C5), Trust and Servicing Agreement (BBCMS Mortgage Trust 2019-C3)
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 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, ;
(ii) have a combined capital and surplus of at least $50,000,000 and either 50,000,000;
(iiii) in the case of the Certificate Administrator, a rating of “Baa3” on its senior unsecured long-term debt or an issuer credit rating of “Baa3” by Xxxxx’x, (ii) in the case of the Trustee, have a rating on its unsecured long-term debt or issuer credit rating of at least “A2A” by Xxxxx’x or a long term counterparty risk assessment of at least A2(cr) by Xxxxx’x provided that the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as long as it has a rating on its long-term unsecured debt or issuer credit rating of at least “Baa3” by Xxxxx’x for so long as the Servicer has a rating on its long-term senior unsecured debt of at least S&P and “A2” by Xxxxx’x Mxxxx’x, and, if rated by KBRA, a rating by KBRA at least equivalent to “A” by S&P or (iii) in the case of either the Certificate Administrator or the Trustee, as is otherwise acceptable to the Rating Agency S&P, Mxxxx’x and KBRA as evidenced confirmed by receipt of a Rating Agency Confirmation; provided that the Trustee may maintain a rating of at least “BBB” by S&P and “Baa2” by Mxxxx’x and, if rated by KBRA, a rating by KBRA at least equivalent to “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, “A2” by Mxxxx’x and, if rated by KBRA, a rating by KBRA at least equivalent to “A” by S&P;
(iv) be subject to supervision or examination by federal or state authority; and
(v) in the case of the Trustee, shall not be 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). 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 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 8.6Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.7.
(b) The Trustee and the Certificate Administrator 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 ’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 Certificate Administrator is not rated at least “A2” by Xxxxx’x, such applicable error and omissions insurance policy must be rated at least “A2” by Xxxxx’x. Such insurance policy shall protect the Trustee and the Certificate Administrator Administrator, as applicable, 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 Administrator, as applicable, shall obtain a comparable replacement bond or policy. In lieu of the foregoing, the Certificate Administrator shall be entitled to self-insure with respect to such risks so long as the Certificate Administrator is rated at least “A2” by Xxxxx’x.
Appears in 1 contract
Samples: Trust and Servicing Agreement (GS Mortgage Securities Trust 2015-Gs1)
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 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, has a combined capital and surplus of at least $50,000,000 and either (i) in the case of the Certificate Administrator, a rating of “Baa3” on its senior unsecured long-term debt or an issuer credit rating of “Baa3” by Xxxxx’x, (ii) in the case of the Trustee, a rating on its unsecured long-long term debt of “BBB+” by S&P and by Fitch (or issuer credit rating of “BBB” by S&P and Fitch if the Trustee’s or Certificate Administrator’s, as applicable, unsecured short term debt is rated at least “A2A-1” by Xxxxx’x or a long term counterparty risk assessment of at least A2(cr) by Xxxxx’x provided that the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as long as it has a rating on its long-term unsecured debt or issuer credit rating of at least S&P and “Baa3F-1” by Xxxxx’x for so long as the Servicer has a rating on its long-term senior unsecured debt of at least “A2” by Xxxxx’x Fitch)) or (iiiii) in the case of either the Certificate Administrator or the Trustee, as is otherwise acceptable to the each 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 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). 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 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 8.6Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.7.
(b) The Certificate Administrator 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 Certificate Administrator’s directors, officers and employees in connection with its activities under this Agreement; provided that if the Certificate Administrator is not rated at least “A2” by Xxxxx’x, such applicable error and omissions insurance policy must be rated at least “A2” by Xxxxx’x. Such insurance policy shall protect the Certificate 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 Certificate Administrator. In the event that any such bond or policy ceases to be in effect, the Certificate Administrator shall obtain a comparable replacement bond or policy. In lieu of the foregoing, the Certificate Administrator shall be entitled to self-insure with respect to such risks so long as the Certificate Administrator is rated at least “A2” by Xxxxx’x.
Appears in 1 contract
Samples: Trust and Servicing Agreement (WFRBS Commercial Mortgage Trust 2013-C18)
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 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 either (i) in the case of the Certificate Administrator, a rating of “Baa3” on its senior unsecured long-term debt or an issuer credit rating of “Baa3” by Xxxxx’xMoody’s, (ii) in the case of the Trustee, a rating on its unsecured long-term debt or issuer credit rating of at least “A2” by Xxxxx’x Moody’s or a long term counterparty risk assessment of at least A2(cr) by Xxxxx’x Moody’s provided that the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as long as it has a rating on its long-term unsecured debt or issuer credit rating of at least “Baa3” by Xxxxx’x Moody’s for so long as the Servicer has a rating on its long-term senior unsecured debt of at least “A2” by Xxxxx’x Moody’s or (iii) in the case of either the Certificate Administrator or the Trustee, as is otherwise acceptable to the Rating Agency as evidenced by receipt of a 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 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, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.7.
(b) The Certificate Administrator 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 Certificate Administrator’s directors, officers and employees in connection with its activities under this Agreement; provided that if the Certificate Administrator is not rated at least “A2” by Xxxxx’xMoody’s, such applicable error and omissions insurance policy must be rated at least “A2” by Xxxxx’xMoody’s. Such insurance policy shall protect the Certificate 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 Certificate Administrator. In the event that any such bond or policy ceases to be in effect, the Certificate Administrator shall obtain a comparable replacement bond or policy. In lieu of the foregoing, the Certificate Administrator shall be entitled to self-insure with respect to such risks so long as the Certificate Administrator is rated at least “A2” by Xxxxx’xMoody’s.
Appears in 1 contract
Samples: Trust and Servicing Agreement (Benchmark 2022-B35 Mortgage Trust)