CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR Sample Clauses

CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR. Section 8.01 Duties of the Trustee and the Certificate Administrator 403 Section 8.02 Certain Matters Affecting the Trustee and the Certificate Administrator 406 Section 8.03 Neither the Trustee nor the Certificate Administrator Is Liable for Certificates or Mortgage Loans 409 Section 8.04 Trustee and Certificate Administrator May Own Certificates 411 Section 8.05 Payment of Trustee/Certificate Administrator Fees and Expenses; Indemnification 411 Section 8.06 Eligibility Requirements for the Trustee and the Certificate Administrator 414 Section 8.07 Resignation and Removal of the Trustee or the Certificate Administrator 415 Section 8.08 Successor Trustee or Successor Certificate Administrator 417 Section 8.09 Merger or Consolidation of the Trustee or the Certificate Administrator 418 Section 8.10 Appointment of Co-Trustee or Separate Trustee 418 Section 8.11 Access to Certain Information 419 ARTICLE IX TERMINATION; OPTIONAL MORTGAGE LOAN PURCHASE Section 9.01 Termination; Optional Mortgage Loan Purchase 422 ARTICLE X EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
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CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR. SECTION 8.01. Duties of Trustee and the Certificate Administrator...... SECTION 8.02. Certain Matters Affecting Trustee and the Certificate Administrator.......................................... SECTION 8.03. Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans.................................................. SECTION 8.04. Trustee and Certificate Administrator May Own Certificates........................................... SECTION 8.05. Fees and Expenses of Trustee and Certificate Administrator; Indemnification of and by Trustee and Certificate Administrator.......................... SECTION 8.06. Eligibility Requirements for Trustee and Certificate Administrator.......................................... SECTION 8.07. Resignation and Removal of Trustee or Certificate Administrator.......................................... SECTION 8.08. Successor Trustee or Successor Certificate Administrator.......................................... SECTION 8.09. Merger or Consolidation of Trustee or Certificate Administrator.......................................... SECTION 8.10. Appointment of Co-Trustee or Separate Trustee............ SECTION 8.11.
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CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR. Section 8.01 Duties of the Trustee and the Certificate Administrator 228 Section 8.02 Certain Matters Affecting the Trustee and the Certificate Administrator 231 Section 8.03 Neither the Trustee Nor the Certificate Administrator Is Liable for Certificates or Mortgage Loans 233 Section 8.04 Trustee and Certificate Administrator May Own Certificates 235 Section 8.05 Payment of Trustee/Certificate Administrator Fees and Expenses; Indemnification 235 Section 8.06 Eligibility Requirements for the Trustee and the Certificate Administrator 238 Section 8.07 Resignation and Removal of the Trustee or the Certificate Administrator 238 Section 8.08 Successor Trustee or Successor Certificate Administrator 240 Section 8.09 Merger or Consolidation of the Trustee or the Certificate Administrator 241 Section 8.10 Appointment of Co-Trustee or Separate Trustee 241 Section 8.11 Access to Certain Information 242 ARTICLE IX TERMINATION; OPTIONAL MORTGAGE LOAN PURCHASE Section 9.01 Termination; Optional Mortgage Loan Purchase 244 ARTICLE X EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE Section 10.01 Intent of the Parties; Reasonableness 248 Section 10.02 Filing Obligations 250 Section 10.03 Form 10-D Filings 251 Section 10.04 Form 10-K Filings 253 Section 10.05 Sxxxxxxx-Xxxxx Certification 256 Section 10.06 Form 8-K Filings 256 Section 10.07 Annual Compliance Statements 258 Section 10.08 Annual Reports on Assessment of Compliance with Servicing Criteria 259 Section 10.09 Annual Independent Public Accountants’ Servicing Report 260 Section 10.10 [Reserved] 261 Section 10.11 Indemnification 261 Section 10.12 Amendments 262 Section 10.13 Regulation AB Notices 262 Section 10.14 Termination of the Certificate Administrator 263 Section 10.15 Termination of the Master Servicer or the Special Servicer 263
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CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR. SECTION 8.01. Duties of the Trustee and the Certificate Administrator. The Trustee and the Certificate Administrator, prior to the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, each shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred and remains uncured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the direction of the majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer and the Certificateholders. Each of the Trustee and the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee or the Certificate Administrator that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator, as the case may be, shall take such action as it deems appropriate to have the instrument corrected and if the instrument is not corrected to the its satisfaction, the Certificate Administrator will provide notice to the Certificateholders and the NIMs Insurer and take such further action as directed in writing by the Certificateholders and the NIMs Insurer. No provision of this Agreement shall be con...
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CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR. SECTION 8.01. Duties of Trustee and the Certificate Administrator
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CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR 
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Related to CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR

  • Certain Matters Affecting the Trustee and the Certificate Administrator (a) Except as otherwise provided in Section 8.01 of this Agreement:

  • CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR Section 8.1

  • Duties of the Trustee and the Certificate Administrator (a) The Trustee, prior to the occurrence of a Servicer Termination Event of which a Responsible Officer of the Trustee has actual knowledge and after the curing or waiver of all Servicer Termination Events which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Trustee shall be construed as a duty. During the continuance of a Servicer Termination Event of which a Responsible Officer of the Trustee has actual knowledge, the Trustee, subject to the provisions of Section 7.02 and Section 7.04 of this Agreement, shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. The Certificate Administrator undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Certificate Administrator shall be construed as a duty.

  • Rights of the Depositor, the Trustee and the Certificate Administrator in Respect of the Master Servicer and Special Servicer The Master Servicer and the Special Servicer shall afford the Depositor, the Trustee, the Certificate Administrator and, subject to Section 12.13 of this Agreement, each Rating Agency, upon reasonable notice, during normal business hours access to all records maintained by it in respect of its rights and obligations hereunder and access to its officers responsible for such obligations, if reasonably related to the performance of the obligations of such Person under this Agreement. Upon request, if reasonably related to the performance of the obligations of such Person under this Agreement, the Master Servicer and the Special Servicer shall furnish to the Depositor, each of the Underwriters, the Initial Purchasers, the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator its most recent publicly available annual financial statements or those of its public parent. The Depositor is not obligated to monitor or supervise the performance of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator or the Trustee under this Agreement. The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer or the Special Servicer hereunder which are in default and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of such Person hereunder or exercise its rights hereunder, provided that the Master Servicer and the Special Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. In the event the Depositor or its designee undertakes any such action it will be reimbursed by the Trust Fund from the Collection Account as provided in Section 3.06 and Section 6.03 of this Agreement to the extent not recoverable from the Master Servicer or the Special Servicer, as applicable. None of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer (with respect to the Special Servicer) or the Special Servicer (with respect to the Master Servicer) shall have any responsibility or liability for any action or failure to act by the Master Servicer or the Special Servicer, and no such Person is obligated to monitor or supervise the performance of the Master Servicer or the Special Servicer under this Agreement or otherwise. Neither the Master Servicer nor the Special Servicer shall have any responsibility or liability for any action or failure to act by the Depositor, the Trustee or the Certificate Administrator and neither such Person is obligated to monitor or supervise the performance of the Depositor, the Trustee or the Certificate Administrator under this Agreement or otherwise. Each of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, and the Special Servicer shall furnish such reports, certifications and information as are reasonably requested by the Trustee, the Certificate Administrator, the Depositor, the Master Servicer or the Special Servicer, as applicable, in order to enable such requesting party to perform its duties hereunder, provided that for the avoidance of doubt, this shall not require any Person to prepare any reports, Certificates and information not required to be prepared hereunder. Neither the Master Servicer nor the Special Servicer shall be under any obligation to disclose confidential or proprietary information pursuant to this Section.

  • Eligibility Requirements for the Trustee and the Certificate Administrator Each of the Trustee and the Certificate Administrator hereunder shall at all 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, having a combined capital and surplus of at least $50,000,000, and subject to supervision or examination by federal or state authority, and the Trustee shall not be an Affiliate of any other member of the Restricted Group (other than an Underwriter and, during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02 , the Master Servicer). Further, (i) the Trustee is required to maintain a rating on its unsecured long term debt of at least (A) “A” by Fitch and (B) “A1” by Xxxxx’x (or “A2” by Xxxxx’x if the Trustee has a short term debt rating of at least “P-1” from Xxxxx’x; 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 of at least “Baa2” by Xxxxx’x and “A-” by Fitch, (b) it has a rating on its short-term debt obligations of at least “P-2” by Xxxxx’x and “F1” by Fitch, and (c) the Master Servicer has a rating on its long-term senior unsecured debt of at least “A2” by Xxxxx’x and “A+” by Fitch (or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation), and (ii) the Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “BBB+” by Fitch and (B) “Baa2” by Xxxxx’x (or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation). In addition, the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act. 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.

  • Acceptance by the Trustee, the Custodian and the Certificate Administrator (a) The Trustee, by its execution and delivery of this Agreement, hereby accepts receipt, directly or through the Custodian on its behalf, of (i) the Mortgage Loans and all documents delivered to it that constitute portions of the related Mortgage Files and (ii) all other assets delivered to it and included in the Trust Fund, in good faith and without notice of any adverse claim, and declares that it or the Custodian on its behalf holds and will hold such documents and any other documents subsequently received by it that constitute portions of the Mortgage Files, and that the Custodian on behalf of the Trustee holds and will hold the Mortgage Loans and such other assets, together with any other assets subsequently delivered to it that are to be included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders and, if applicable, the Serviced Companion Loan Holders pursuant to Section 2.01(f) of this Agreement. With respect to each Serviced Loan Combination, the Custodian shall also hold the portion of such Mortgage File that relates to the Serviced Companion Loan in such Loan Combination in trust for the use and benefit of the related Serviced Companion Loan Holder. In connection with the foregoing, the Custodian hereby certifies to each of the other parties hereto, the applicable Mortgage Loan Seller, each Underwriter and each Initial Purchaser that, as to each Mortgage Loan, (i) all documents specified in clause (1) of the definition of “Mortgage File” are in its possession, and (ii) the original Note (or, if accompanied by a lost note affidavit, the copy of such Note) received by it with respect to such Mortgage Loan has been reviewed by it and (A) appears regular on its face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Mortgagor), (B) appears to have been executed (where appropriate) and (C) purports to relate to such Mortgage Loan.

  • Indemnification of the Trustee, the Master Servicer and the Securities Administrator (a) The Master Servicer agrees to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (including reasonable legal fees and disbursements of counsel) incurred on their part that may be sustained in connection with, arising out of, or relating to, any claim or legal action (including any pending or threatened claim or legal action) relating to this Agreement, including the powers of attorney delivered pursuant to Sections 4.01 and 4.05 hereof, the Assignment Agreements, the Custodial Agreement or the Certificates (i) related to the Master Servicer's failure to perform its duties in compliance with this Agreement (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) or (ii) incurred by reason of the Master Servicer's willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder, provided, in each case, that with respect to any such claim or legal action (or pending or threatened claim or legal action), the Trustee shall have given the Master Servicer and the Seller written notice thereof promptly after the Trustee shall have with respect to such claim or legal action knowledge thereof; provided, however that the failure to give such notice shall not relieve the Master Servicer of its indemnification obligations hereunder. This indemnity shall survive the resignation or removal of the Trustee, Master Servicer or the Securities Administrator and the termination of this Agreement.

  • THE MASTER SERVICER AND THE DEPOSITOR Section 6.01 Liability of the Master Servicer and the Depositor.

  • Certain Matters Affecting the Trustee and the Trust Administrator (a) Except as otherwise provided in Section 8.01:

  • THE SERVICER AND THE DEPOSITOR SECTION 6.01 Liability of the Servicer and the Depositor.

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