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, (iii) (a) have a rating on its unsecured long-term debt of at least “A” by Fitch and “A2” by Xxxxx’x, and (b) have a rating on its unsecured short-term debt of at least “P-1” by Xxxxx’x, (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 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, (iii) (a) have 50,000,000 and a rating on its unsecured long-term debt of at least “AA+” by Fitch and “A2Aa3” by Xxxxx’xMxxxx’x (or “A1” by Mxxxx’x 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 Xxxxx’x, from Mxxxx’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 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 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. Notwithstanding the foregoing to the contrary, Deutsche Bank National Trust Company shall not fail to be eligible to act as Trustee for so long as it remains a wholly-owned subsidiary of Deutsche Bank AG and Deutsche Bank AG maintains the ratings specified in this Section 8.06.