Common use of Eligibility Requirements for Trustee and Fiscal Agent Clause in Contracts

Eligibility Requirements for Trustee and Fiscal Agent. (a) The Trustee hereunder shall at all times be an association or a corporation organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia, authorized under such laws to exercise trust powers, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority. If such association or corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such association or corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The long-term unsecured debt obligations of the Trustee shall at all times be rated not less than (i) "AA-" by Standard & Poor's (or "A+" if the short-term unsecured debt rating of the Trustee is at least "A-1" by Standard & Poor's) and "AA-" by Fitch (or "A+" if the short-term unsecured debt rating of the Trustee is at least "F-1" by Fitch) and the short-term unsecured debt obligations of the Trustee shall at all times be rated not less than "A-1" by Standard & Poor's or (ii) if and for so long as a Fiscal Agent that meets the eligibility requirements set forth below is appointed and acting hereunder, at least "A-" by each Rating Agency or (iii) in each case, such other rating as shall not result in the qualification, downgrade or withdrawal of any of the ratings then assigned to the respective Classes of Certificates, as confirmed in writing by the applicable Rating Agency. The long-term senior unsecured debt obligations of any Fiscal Agent appointed hereunder shall at all times be rated (i) not less than "AA-" by Standard & Poor's (or "A+" if the short-term unsecured debt rating of the Fiscal Agent is at least "A-1" by Standard & Poor's) and "AA-" by Fitch (or "A+" if the short-term unsecured debt rating of the Fiscal Agent is at least "F-1" by Fitch) or (ii) in each case such other rating as shall not result in the qualification, downgrade or withdrawal of any of the ratings then assigned to the respective Classes of Certificates, as confirmed in writing by the applicable Rating Agency. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 8.06(a), the Trustee or the Fiscal Agent shall resign immediately in the manner and with the effect specified in Section 8.07; provided, that if the Trustee shall cease to be so eligible because its combined capital and surplus is no longer at least $100,000,000 or its long-term unsecured debt rating no longer conforms to the requirements of the immediately preceding sentence, and if the Trustee proposes to the other parties hereto to enter into an agreement with (and reasonably acceptable to) each of them or the Trustee appoints a fiscal agent, and if in light of such agreement or such appointment, the Trustee's continuing to act in such capacity would not (as evidenced in writing by each Rating Agency) cause any Rating Agency to qualify, downgrade or withdraw any rating assigned thereby to any Class of Certificates, then upon the execution and delivery of such agreement or the effectiveness of such appointment, the Trustee shall not be required to resign, and may continue in such capacity, for so long as none of the ratings assigned by the Rating Agencies to the Certificates is adversely affected thereby. The corporation or association serving as Trustee may have normal banking and trust relationships with the Depositor, the Master Servicer, the Special Servicer and their respective Affiliates.

Eligibility Requirements for Trustee and Fiscal Agent. (a) The Trustee hereunder shall at all times be an association or a corporation organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia, authorized under such laws to exercise trust powers, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority. If such association or corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such association or corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The long-term unsecured debt obligations of the Trustee shall at all times be rated not less than (i) "AA-AA" by Standard & Poor's (or and "A+" if the short-term unsecured debt rating of the Trustee is at least "A-1Aa3" by Standard & Poor's) and "AA-" by Fitch (Xxxxx'x or "A+" if the short-term unsecured debt rating of the Trustee is at least "F-1" by Fitch) and the short-term unsecured debt obligations of the Trustee shall at all times be rated not less than "A-1" by Standard & Poor's or (ii) if and for so long as a Fiscal Agent that meets the eligibility requirements set forth below is appointed and acting hereunder, at least "A-" investment grade by each Rating Agency Agency, or (iii) in each case, such other rating as shall not result in the qualification, downgrade or withdrawal of any of the ratings then assigned to the respective Classes of Certificates, as confirmed in writing by the applicable Rating Agency. The long-term senior unsecured debt obligations of any Fiscal Agent appointed hereunder shall at all times be rated (i) not less than "AA-" by Standard & Poor's (or "A+" if the short-term unsecured debt rating of the Fiscal Agent is at least "A-1" by Standard & Poor's) and "AA-" by Fitch (or "A+" if the short-term unsecured debt rating of the Fiscal Agent is at least "F-1" by Fitch) or (ii) in each case such other rating as shall not result in the qualification, downgrade or withdrawal of any of the ratings then assigned to the respective Classes of Certificates, as confirmed in writing by the applicable Rating Agency. In case at any time the Trustee or the Fiscal Agent shall cease to be eligible in accordance with the provisions of this Section 8.06(a)Section, the Trustee or the Fiscal Agent shall resign immediately in the manner and with the effect specified in Section 8.07; provided, provided that if the Trustee shall cease to be so eligible because its combined capital and surplus is no longer at least $100,000,000 or its long-term unsecured debt rating no longer conforms to the requirements of the immediately preceding sentence, and if the Trustee proposes to the other parties hereto to enter into an agreement with (and reasonably acceptable to) each of them or the Trustee appoints a fiscal agent, and if in light of such agreement or such appointment, the Trustee's continuing to act in such capacity would not (as evidenced in writing by each Rating Agency) cause any Rating Agency to qualify, downgrade or withdraw any rating assigned thereby to any Class of Certificates, then upon the execution and delivery of such agreement or the effectiveness of such appointment, the Trustee shall not be required to resign, and may continue in such capacity, for so long as none of the ratings assigned by the Rating Agencies to the Certificates is adversely affected thereby. The corporation or association serving as Trustee may have normal banking and trust relationships with the Depositor, the Master Servicer, the Special Servicer and their respective Affiliates.

Eligibility Requirements for Trustee and Fiscal Agent. (a) The Trustee hereunder shall at all times be an association or a corporation organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia, authorized under such laws to exercise trust powers, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority. If such association or corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such association or corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The long-term unsecured debt obligations of the Trustee shall at all times be rated not less than (i) "AA-" by Standard & Poor's (or "A+" if the short-term unsecured debt rating of the Trustee is at least "A-1" by Standard & Poor's) and "AA-" by Fitch (or "A+" if the short-term unsecured debt rating of the Trustee is at least "F-1" by Fitch) and the short-term unsecured debt obligations of the Trustee shall at all times be rated not less than "A-1" by Standard & Poor's or (ii) if and for so long as a Fiscal Agent that meets the eligibility requirements set forth below is appointed and acting hereunder, at least "A-" by each Rating Agency or (iii) in each case, such other rating as shall not result in the qualification, downgrade or withdrawal of any of the ratings then assigned to the respective Classes of Certificates, as confirmed in writing by the applicable Rating Agency. The long-term senior unsecured debt obligations of any Fiscal Agent appointed hereunder shall at all times be rated (i) not less than "AA-" by Standard & Poor's (or "A+" if the short-term unsecured debt rating of the Fiscal Agent is at least "A-1" by Standard & Poor's) and "AA-Aa3" by Fitch (or "A+" if Moody's and the short-term unsecured debt rating obligations of the Trustee shall at all times be rated not less than "A-1" by Standard & Poor's or, if and for so long as a Fiscal Agent is appointed and acting hereunder, at least "F-1" investment grade by Fitch) or (ii) each Rating Agency or, in each case case, such other rating as shall not result in the qualification, downgrade or withdrawal of any of 271 the ratings then assigned to the respective Classes of Certificates, as confirmed in writing by the applicable Rating Agency. In case at any time the Trustee or the Fiscal Agent shall cease to be eligible in accordance with the provisions of this Section 8.06(a), the Trustee or the Fiscal Agent shall resign immediately in the manner and with the effect specified in Section 8.07; provided, that if the Trustee shall cease to be so eligible because its combined capital and surplus is no longer at least $100,000,000 or its long-term unsecured debt rating no longer conforms to the requirements of the immediately preceding sentence, and if the Trustee proposes to the other parties hereto to enter into an agreement with (and reasonably acceptable to) each of them or the Trustee appoints a fiscal agent, and if in light of such agreement or such appointment, the Trustee's continuing to act in such capacity would not (as evidenced in writing by each Rating Agency) cause any Rating Agency to qualify, downgrade or withdraw any rating assigned thereby to any Class of CertificatesCertificates or any Serviced Companion Loan Securities, then upon the execution and delivery of such agreement or the effectiveness of such appointment, the Trustee shall not be required to resign, and may continue in such capacity, for so long as none of the ratings assigned by the Rating Agencies to the Certificates or any Serviced Companion Loan Securities is adversely affected thereby. The corporation or association serving as Trustee may have normal banking and trust relationships with the Depositor, the Master Servicer, the Special Servicer and their respective Affiliates.

Eligibility Requirements for Trustee and Fiscal Agent. (a) The Trustee hereunder shall at all times be an association or a corporation organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia, authorized under such laws to exercise trust powers, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority. If such association or corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such association or corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The long-term unsecured debt obligations of the Trustee shall at all times be rated not less than (i) "AA-AA" by Standard & Poor's (or "A+" if the short-term unsecured debt rating of the Trustee is at least "A-1" by Standard & Poor's) and "AA-AA" by Fitch (or, if not rated by Fitch, otherwise acceptable to Fitch as would not result in a qualification, downgrade or "A+" if the short-term unsecured debt rating withdrawal of the Trustee is at least "F-1" rating assigned by FitchFitch to any Class of Certificates) and the short-term unsecured debt obligations of the Trustee shall at all times be rated not less than "A-1" by Standard & Poor's or (ii) if and for so long as a Fiscal Agent that meets the eligibility requirements set forth below is appointed and acting hereunder, at least "A-" investment grade by each Rating Agency (or, if not rated by Fitch, otherwise acceptable to Fitch as would not result in a qualification, downgrade or (iii) in each casewithdrawal of the rating assigned by Fitch to any Class of Certificates); provided, that either the Trustee or the Fiscal Agent shall at all times be an institution whose long term senior unsecured debt is rated not less than "AA" by Fitch and "AA" by Standard & Poor's or such other rating as shall not result in the qualification, downgrade or withdrawal of any of the ratings then assigned to the respective Classes of Certificates, as confirmed in writing by the applicable Rating Agency. The long-term senior unsecured debt obligations of any Fiscal Agent appointed hereunder shall at all times be rated (i) not less than "AA-" by Standard & Poor's (or "A+" if the short-term unsecured debt rating of the Fiscal Agent is at least "A-1" by Standard & Poor's) and "AA-" by Fitch (or "A+" if the short-term unsecured debt rating of the Fiscal Agent is at least "F-1" by Fitch) or (ii) in each case such other rating as shall not result in the qualification, downgrade or withdrawal of any of the ratings then assigned to the respective Classes of Certificates, as confirmed in writing by the applicable Rating Agency. In case at any time the Trustee or the Fiscal Agent shall cease to be eligible in accordance with the provisions of this Section 8.06(a)Section, the Trustee or the Fiscal Agent shall resign immediately in the manner and with the effect specified in Section 8.07; provided, provided that if the Trustee shall cease to be so eligible because its combined capital and surplus is no longer at least $100,000,000 or its long-term unsecured debt rating no longer conforms to the requirements of the immediately preceding sentence, and if the Trustee proposes to the other parties hereto to enter into an agreement with (and reasonably acceptable to) each of them or the Trustee appoints a fiscal agent, and if in light of such agreement or such appointment, the Trustee's continuing to act in such capacity would not (as evidenced in writing by each Rating Agency) cause any Rating Agency to qualify, downgrade or withdraw any rating assigned thereby to any Class of Certificates, then upon the execution and delivery of such agreement or the effectiveness of such appointment, the Trustee shall not be required to resign, and may continue in such capacity, for so long as none of the ratings assigned by the Rating Agencies to the Certificates is adversely affected thereby. The corporation or association serving as Trustee may have normal banking and trust relationships with the Depositor, the Master Servicer, the Special Servicer and their respective Affiliates.

Eligibility Requirements for Trustee and Fiscal Agent. (a) The Trustee hereunder shall at all times be an association or a corporation organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia, authorized under such laws to exercise trust powers, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority. If such association or corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such association or corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The long-term unsecured debt obligations of the Trustee shall at all times be rated not less than (i) "AA-" by Standard & Poor's (or "A+" if the short-term unsecured debt rating of the Trustee is at least "A-1" by Standard & Poor's) and "AA-" by Fitch (or "A+" if the short-term unsecured debt rating of the Trustee is at least "F-1" by Fitch) and the short-term unsecured debt obligations of the Trustee shall at all times be rated not less than "A-1" by Standard & Poor's or (ii) if and for so long as a Fiscal Agent that meets the eligibility requirements set forth below is appointed and acting hereunder, at least "A-" by each Rating Agency or (iii) in each case, such other rating as shall not result in the qualification, downgrade or withdrawal of any of the ratings then assigned to the respective Classes of Certificates, as confirmed in writing by the applicable Rating Agency. The long-term senior unsecured debt obligations of any Fiscal Agent appointed hereunder shall at all times be rated (i) not less than "AA-" by Standard & Poor's (or "A+" if the short-term unsecured debt rating of the Fiscal Agent is at least "A-1" by Standard & Poor's) and "AA-Aa3" by Fitch (or "A+" if Moody's and the short-term unsecured debt rating obligations of the Trustee shall at all times be rated not less than "A-1" by Standard & Poor's or, if and for so long as a Fiscal Agent is appointed and acting hereunder, at least "F-1" investment grade by Fitch) or (ii) each Rating Agency or, in each case case, such other rating as shall not result in the qualification, downgrade or withdrawal of any of the ratings then assigned to the respective Classes of Certificates, as confirmed in writing by the applicable Rating Agency. In case at any time the Trustee or the Fiscal Agent shall cease to be eligible in accordance with the provisions of this Section 8.06(a), the Trustee or the Fiscal Agent shall resign immediately in the manner and with the effect specified in Section 8.07; provided, that if the Trustee shall cease to be so eligible because its combined capital and surplus is no longer at least $100,000,000 or its long-term unsecured debt rating no longer conforms to the requirements of the immediately preceding sentence, and if the Trustee proposes to the other parties hereto to enter into an agreement with (and reasonably acceptable to) each of them or the Trustee appoints a fiscal agent, and if in light of such agreement or such appointment, the Trustee's continuing to act in such capacity would not (as evidenced in writing by each Rating Agency) cause any Rating Agency to qualify, downgrade or withdraw any rating assigned thereby to any Class of CertificatesCertificates or any Serviced Companion Loan Securities, then upon the execution and delivery of such agreement or the effectiveness of such appointment, the Trustee shall not be required to resign, and may continue in such capacity, for so long as none of the ratings assigned by the Rating Agencies to the Certificates or any Serviced Companion Loan Securities is adversely affected thereby. The corporation or association serving as Trustee may have normal banking and trust relationships with the Depositor, the Master Servicer, the Special Servicer and their respective Affiliates.. 276

Eligibility Requirements for Trustee and Fiscal Agent. (a) The Trustee hereunder shall at all times be an association or a corporation organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia, authorized under such laws to exercise trust powers, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority. If such association or corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such association or corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The long-term unsecured debt obligations of the Trustee shall at all times be rated not less than (i) "AA-" by Standard & Poor's (or "A+" if the short-term unsecured debt rating of the Trustee is at least "A-1" by Standard & Poor's) and "AA-" by Fitch (or "A+" if the short-term unsecured debt rating of the Trustee is at least "F-1" by Fitch) and the short-term unsecured debt obligations of the Trustee shall at all times be rated not less than "A-1" by Standard & Poor's or (ii) if and for so long as a Fiscal Agent that meets the eligibility requirements set forth below is appointed and acting hereunder, at least "A-" by each Rating Agency or (iii) in each case, such other rating as shall not result in the qualification, downgrade or withdrawal of any of the ratings then assigned to the respective Classes of Certificates, as confirmed in writing by the applicable Rating Agency. The long-term senior unsecured debt obligations of any Fiscal Agent appointed hereunder shall at all times be rated (i) not less than "AA-" by Standard & Poor's (or "A+" if the short-term unsecured debt rating of the Fiscal Agent is at least "A-1" by Standard & Poor's) and "AA-Aa3" by Fitch (or "A+" if Xxxxx'x and the short-term unsecured debt rating obligations of the Trustee shall at all times be rated not less than "A-1" by Standard & Poor's or, if and for so long as a Fiscal Agent is appointed and acting hereunder, at least "F-1" investment grade by Fitch) or (ii) each Rating Agency or, in each case case, such other rating as shall not result in the qualification, downgrade or withdrawal of any of the ratings then assigned to the respective Classes of Certificates, as confirmed in writing by the applicable Rating Agency. In case at any time the Trustee or the Fiscal Agent shall cease to be eligible in accordance with the provisions of this Section 8.06(a), the Trustee or the Fiscal Agent 241 shall resign immediately in the manner and with the effect specified in Section 8.07; provided, that if the Trustee shall cease to be so eligible because its combined capital and surplus is no longer at least $100,000,000 or its long-term unsecured debt rating no longer conforms to the requirements of the immediately preceding sentence, and if the Trustee proposes to the other parties hereto to enter into an agreement with (and reasonably acceptable to) each of them or the Trustee appoints a fiscal agent, and if in light of such agreement or such appointment, the Trustee's continuing to act in such capacity would not (as evidenced in writing by each Rating Agency) cause any Rating Agency to qualify, downgrade or withdraw any rating assigned thereby to any Class of CertificatesCertificates or any Xxxxxxxx Fashion Center Loan Securities, then upon the execution and delivery of such agreement or the effectiveness of such appointment, the Trustee shall not be required to resign, and may continue in such capacity, for so long as none of the ratings assigned by the Rating Agencies to the Certificates or any Xxxxxxxx Fashion Center Companion Loan Securities is adversely affected thereby. The corporation or association serving as Trustee may have normal banking and trust relationships with the Depositor, the Master Servicer, the Special Servicer and their respective Affiliates.