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

Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times: (i) be a corporation or association 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; (a) have a rating on its unsecured long-term debt of at least “A” by Fitch and “A2” by Moody’s, and (b) have a rating on its unsecured short-term debt of at least “P-1” by Moody’s, (or have such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation); (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 Master Servicer (except during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02). If a corporation or association 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 the combined capital and surplus of such corporation 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 Fund or the net income of a Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) 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 8.07, (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, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times: (i) times be a corporation or association 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 , having a combined capital and surplus of at least $50,000,000; (a) have 50,000,000 and a rating on its unsecured long-term debt of at least “AA+” by Fitch and “A2A” by Moody’s, and (b) have a rating on its unsecured short-term debt of at least “P-1” by Moody’s, S&P (or have such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation); (iv) be , and subject to supervision or examination by federal or state authority; and (v) in authority and the case of the Trustee, Trustee shall not be an Affiliate of the Master Servicer (except during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02). If a corporation or association 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 the combined capital and surplus of such corporation 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 Fund or the net income of a Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) 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 8.07, (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, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times: (i) times be a corporation or association 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 , having a combined capital and surplus of at least $50,000,000; (a) have 50,000,000 and a rating on its unsecured long-term debt of at least “AA+” by Fitch and “A2Aa3” by Moody’s, and Xxxxx’x (b) have or “A1” by Xxxxx’x if such Person has a rating on its unsecured short-term debt rating of at least “P-1” by Moody’s, from Xxxxx’x) (or have such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation); (iv) be , and subject to supervision or examination by federal or state authority; and (v) in authority and the case of the Trustee, Trustee shall not be an Affiliate of the Master Servicer (except during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02). If a corporation or association 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 the combined capital and surplus of such corporation 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 Fund or the net income of a Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) 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 8.07, (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, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times: times (i) be a corporation or association 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) (a) have a rating on its unsecured long-long term debt of at least “A” by Fitch and “A2” by Moody’sXxxxx’x and, if rated by KBRA, an equivalent rating by KBRA , and (b) have a rating on its unsecured short-term debt of at least “P-1” by Moody’sXxxxx’x and, (if rated by KBRA, a rating by KBRA at least equivalent to “P-1” by Xxxxx’x, or have such other rating rating(s) with respect to which the Rating Agencies have provided a Rating Agency Confirmation); , (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 Master Servicer (except during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02)) and (vi) not be an entity that is a Prohibited Party. If a corporation or association 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 the combined capital and surplus of such corporation 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 Fund or the net income of a either Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) 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 8.07, (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, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.

Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times: times be a corporation, a trust company, a bank or a banking association: (i) be a corporation or association organized and doing business under the laws of any state or the United States of America, America or any State thereof or the District of Columbia; (ii) authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement; powers; (iiiii) have having a combined capital and surplus of at least $50,000,000; (a) have a rating on its unsecured long-term debt of at least “A” by Fitch and “A2” by Moody’s, and (b) have a rating on its unsecured short-term debt of at least “P-1” by Moody’s, (or have such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation); ; (iv) be subject to supervision or examination by federal or state authority; and and (v) in the case long-term unsecured debt obligations of which are rated (x) at least “BBB+” by S&P or (y) the Trusteelong-term unsecured debt obligations of which are rated at least “BBB” by S&P and the short-term unsecured debt obligations or commercial paper of which are rated at least “A-2” by S&P. If such corporation, shall not be an Affiliate of the Master Servicer (except during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02). If a corporation trust company, bank or banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then then, for the purposes of this Section 5.09, the combined capital and surplus of such corporation corporation, trust company, bank or banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place case at any time a Responsible Officer of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction receives written notice that imposes a tax on the Trust Fund or the net income of a Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) 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 8.07, (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 it has ceased to be eligible in accordance with the provisions of this SectionSection 5.09, the Trustee or the Certificate Administrator, as applicable, applicable shall resign immediately in the manner and with the effect specified in Section 8.07immediately, provided that such resignation shall not be effective until a successor trustee has been appointed.

Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times: (i) times be a corporation or association 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 , having a combined capital and surplus of at least $50,000,000; (a) have 50,000,000 and a rating on its unsecured long-term debt of at least “AA+” by Fitch [____] and “A2Aa3” by Moody’s[______] (or [“ ”] by [______] if the Trustee or the Certificate Administrator, and (b) have as applicable, has a rating on its unsecured short-term debt rating of at least “P-1” by Moody’s, from [______]) (or have such other rating with respect to which the Rating Agencies have provided a Rating Agency No Downgrade Confirmation); (iv) be , and subject to supervision or examination by federal or state authority; and (v) in the case of the Trustee, authority and shall not be an Affiliate of the Master Servicer (except during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02). If a corporation or association 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 the combined capital and surplus of such corporation 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 Fund or the net income of a the Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) 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 8.07, (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, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.