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 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.

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) or (iiiii) in the case of either the Certificate Administrator or the Trustee, as 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 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.

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.

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.

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.

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 a rating on its unsecured long term debt of at least (ix) in “A2” by Xxxxx’x if the case of Trustee’s or the Certificate Administrator’s, a rating of “Baa3” on its senior as applicable, unsecured long-short term debt or an issuer credit rating of is rated at least “Baa3P-1” by Xxxxx’x, (iiy) in the case 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 Trustee, a rating on its unsecured long-term debt Servicer 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 Special Servicer (except during any period when 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 assumed the duties 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 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 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.

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.