Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a), specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Special Servicer to the Trustee and the Certificate Administrator no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the final Distribution Date will occur. Upon any such termination, the rights and duties of the Special Servicer (other than the rights and duties of the Special Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 and 9.28 hereof) shall terminate and the Special Servicer shall transfer to the Master Servicer the amounts remaining in each REO Account and shall thereafter terminate each REO Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans. (b) On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate, subject to the Special Servicer’s right to receive compensation and indemnification as expressly provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Servicer be effective until the Trustee or other successor Special Servicer shall have succeeded the Special Servicer as successor Special Servicer, notified the Special Servicer of such designation, and such successor Special Servicer shall have assumed the Special Servicer’s obligations and responsibilities, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the Special Servicer as Special Servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Servicer pursuant to Section 9.20 hereof and otherwise complies with Section 9.30(g). The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Special Servicer agrees to cooperate with the Trustee in effecting the termination of the Special Servicer’s responsibilities and rights hereunder as Special Servicer including, without limitation, providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer designated by the Trustee to assume the Special Servicer’s functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Servicer in any REO Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement with respect to the applicable Serviced Pari Passu Mortgage Loan, whether such Mortgage Loan is a Specially Serviced Mortgage Loan or otherwise, shall terminate. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination.
Appears in 34 contracts
Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C16)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of the first (1st) paragraph of Section 9.30(a)8.28, specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by the Master Servicer to the Certificate Administrator shall be made, shall be given promptly in writing by the Special Master Servicer to the Trustee and the Certificate Administrator no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special Master Servicer (other than the rights and duties obligation of the Special Master Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 pay to the Certificate Administrator the amounts remaining in the Collection Account as set forth below and 9.28 hereofthe obligations of the Master Servicer to the Trustee and the Trust that survive termination of this Agreement as provided herein) shall terminate and the Special Master Servicer shall transfer to the Master Servicer Certificate Administrator the amounts remaining in each REO the Collection Account (and any sub-account) after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the Collection Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Master Servicer pursuant to clause (ii) of the first (1st) paragraph of Section 9.30(a)8.28, or on the date on which a written notice of termination is given to the Master Servicer pursuant to clause (iii) of the first (1st) paragraph of Section 8.28 all authority, power and rights of the Special Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminateterminate (except for any rights relating to indemnification, subject to the Special Servicer’s right to receive unpaid servicing compensation or unreimbursed Advances and indemnification as expressly related interest); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Master Servicer be effective until the Trustee or other a successor Special Servicer master servicer shall have (i) succeeded the Special Master Servicer as successor Special Servicermaster servicer, (ii) notified the Special Master Servicer of such designation, succession and such successor Special Servicer shall have (iii) assumed the Special Master Servicer’s obligations and responsibilities, responsibilities under this Agreement pursuant to a writing executed by the successor master servicer and delivered to each of the other parties hereto. Except as set forth in an agreement substantially provided in the form hereofnext sentence, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the Special Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, if the Master Servicer is terminated as a result of an event described in Section 8.28(a)(v), 8.28(a)(vi) or 8.28(a)(vii), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to the Master Servicer and shall use commercially reasonable efforts within ninety (90) days of assuming the duties of the Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of the Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Master Servicer agrees to cooperate with the Trustee Trustee, the Custodian and the Certificate Administrator in effecting the termination of the Special Master Servicer’s responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special Master Servicer’s functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Master Servicer in any REO the Collection Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If (i) the date specified in Master Servicer receives a written notice of termination given to the Special Servicer (A) pursuant to clause (ii) of the first (1st) paragraph of Section 9.30(a), all authority, power and rights 8.28 relating solely to a Servicer Termination Event set forth in clause (viii) or (ix) of the Special Servicer under this Agreement with respect to the applicable Serviced Pari Passu Mortgage Loan, whether such Mortgage Loan is a Specially Serviced Mortgage Loan Section 8.28(a) or otherwise, shall terminate. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination.(B) pursuant to
Appears in 6 contracts
Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C15), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C16)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of the first (1st) paragraph of Section 9.30(a)8.28, specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by the Master Servicer to the Certificate Administrator shall be made, shall be given promptly in writing by the Special Master Servicer to the Trustee and the Certificate Administrator no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special Master Servicer (other than the rights and duties obligation of the Special Master Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 pay to the Certificate Administrator the amounts remaining in the Collection Account as set forth below and 9.28 hereofthe obligations of the Master Servicer to the Trustee and the Trust that survive termination of this Agreement as provided herein) shall terminate and the Special Master Servicer shall transfer to the Master Servicer Certificate Administrator the amounts remaining in each REO the Collection Account (and any sub-account) after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the Collection Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Master Servicer pursuant to clause (ii) of the first (1st) paragraph of Section 9.30(a)8.28, or on the date on which a written notice of termination is given to the Master Servicer pursuant to clause (iii) of the first (1st) paragraph of Section 8.28 all authority, power and rights of the Special Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminateterminate (except for any rights relating to indemnification, subject to the Special Servicer’s right to receive unpaid servicing compensation or unreimbursed Advances and indemnification as expressly related interest); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Master Servicer be effective until the Trustee or other a successor Special Servicer master servicer shall have (i) succeeded the Special Master Servicer as successor Special Servicermaster servicer, (ii) notified the Special Master Servicer of such designation, succession and such successor Special Servicer shall have (iii) assumed the Special Master Servicer’s obligations and responsibilities, responsibilities under this Agreement pursuant to a writing executed by the successor master servicer and delivered to each of the other parties hereto. Except as set forth in an agreement substantially provided in the form hereofnext sentence, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the Special Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, if the Master Servicer is terminated as a result of an event described in Section 8.28(a)(v), 8.28(a)(vi) or 8.28(a)(vii), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to the Master Servicer and shall use commercially reasonable efforts within ninety (90) days of assuming the duties of the Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of the Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Master Servicer agrees to cooperate with the Trustee Trustee, the Custodian and the Certificate Administrator in effecting the termination of the Special Master Servicer’s responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special Master Servicer’s functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Master Servicer in any REO the Collection Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If (i) the date specified in Master Servicer receives a written notice of termination given to the Special Servicer (A) pursuant to clause (ii) of the first (1st) paragraph of Section 9.30(a)8.28 relating solely to a Servicer Termination Event set forth in clause (viii) or (ix) of Section 8.28(a) or (B) pursuant to Section 8.21 and (ii) the Master Servicer provides the Trustee with the appropriate “request for proposal” materials within five (5) Business Days after receipt of such written notice of termination, all authority, power and then the Trustee shall promptly thereafter (using such “request for proposal” materials provided by the Master Servicer) solicit good faith bids for the rights of to service the Special Servicer Mortgage Loans under this Agreement from at least three (3) but no more than five (5) Qualified Bidders or, if three (3) Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee’s request, the Master Servicer shall supply the Trustee with the names of Persons from whom to solicit such bids. In no event shall the Trustee be responsible if less than three (3) Qualified Bidders submit bids for the right to service the Mortgage Loans under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, as a condition of its bid, to (i) enter into this Agreement as successor master servicer and (ii) agree to be bound by the terms hereof, not later than thirty (30) days after termination of the Master Servicer hereunder. The Trustee shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) (the “Successful Bidder”) to act as successor master servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor master servicer pursuant to the terms hereof, and in connection therewith to deliver the amount of the Successful Bidder’s cash bid to the Trustee or its designee by wire transfer of immediately available funds to an account specified by the Trustee or its designee no later than 10:00 a.m. New York City time on the date specified for the assignment and assumption of the servicing rights hereunder.
(e) Upon the assignment and acceptance of the servicing rights hereunder to and by the Successful Bidder and receipt of such cash bid, the Trustee shall remit or cause to be remitted to the terminated Master Servicer the amount of such cash bid received from the Successful Bidder (net of all out-of-pocket expenses incurred in connection with obtaining such bid and transferring servicing) by wire transfer of immediately available funds to an account specified by the terminated Master Servicer no later than 1:00 p.m. New York City time on the date specified for the assignment and assumption of the servicing rights hereunder.
(f) If the Successful Bidder has not entered into this Agreement as successor Master Servicer within thirty (30) days after the termination of the Master Servicer hereunder or no Successful Bidder was identified within such 30-day period, the Trustee shall have no further obligations under Section 8.29(c) and may act or may select another successor to act as Master Servicer hereunder in accordance with Section 8.29(b).
(g) If the Master Servicer is terminated as a result of an event described in Section 8.28(a)(viii), then the Master Servicer shall have the right to enter into a sub-servicing agreement or primary servicing agreement with the successor master servicer with respect to all applicable Mortgage Loans that are not subject to a sub-servicing agreement or primary servicing agreement, if the applicable Serviced Pari Passu Mortgage LoanMaster Servicer is acting as master servicer in a commercial mortgage loan securitization that was rated by DBRS and a commercial mortgage loan securitization that was rated by Xxxxx’x, whether in each case within the twelve (12) month period prior to the date of determination, and neither DBRS nor Xxxxx’x has downgraded or withdrawn the then current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such Mortgage Loan is master servicer as master servicer of such commercial mortgage securities as the sole or material reason for such downgrade or withdrawal (or placement on watch).
(h) If the Trustee or an Affiliate acts pursuant to this Section 8.29 as successor to the resigning or terminated Master Servicer, it may reduce the Excess Servicing Fee Rate to the extent that its or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a Specially Serviced Mortgage Loan successor to the resigning or otherwiseterminated Master Servicer other than itself or an Affiliate pursuant to this Section 8.29, shall terminate. The Trustee is hereby authorized and empowered it may reduce the Excess Servicing Fee Rate to execute and deliver, on behalf the extent reasonably necessary (in the sole discretion of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and Trustee) for the Trustee to do or accomplish all other acts or things necessary or appropriate to effect appoint a qualified successor Master Servicer that meets the purposes requirements of such notice of terminationthis Section 8.29.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C7), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C8), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C7)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of the first (1st) paragraph of Section 9.30(a)8.28, specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by the Master Servicer to the Certificate Administrator shall be made, shall be given promptly in writing by the Special Master Servicer to the Trustee and the Certificate Administrator no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special Master Servicer (other than the rights and duties obligation of the Special Master Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 pay to the Certificate Administrator the amounts remaining in the Collection Account as set forth below and 9.28 hereofthe obligations of the Master Servicer to the Trustee and the Trust that survive termination of this Agreement as provided herein) shall terminate and the Special Master Servicer shall transfer to the Master Servicer Certificate Administrator the amounts remaining in each REO the Collection Account (and any sub-account) after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the Collection Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Master Servicer pursuant to clause (ii) of the first (1st) paragraph of Section 9.30(a)8.28, or on the date on which a written notice of termination is given to the Master Servicer pursuant to clause (iii) of the first (1st) paragraph of Section 8.28 all authority, power and rights of the Special Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminateterminate (except for any rights relating to indemnification, subject to the Special Servicer’s right to receive unpaid servicing compensation or unreimbursed Advances and indemnification as expressly related interest); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Master Servicer be effective until the Trustee or other a successor Special Servicer master servicer shall have (i) succeeded the Special Master Servicer as successor Special Servicermaster servicer, (ii) notified the Special Master Servicer of such designation, succession and such successor Special Servicer shall have (iii) assumed the Special Master Servicer’s obligations and responsibilities, responsibilities under this Agreement pursuant to a writing executed by the successor master servicer and delivered to each of the other parties hereto. Except as set forth in an agreement substantially provided in the form hereofnext sentence, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the Special Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, if the Master Servicer is terminated as a result of an event described in Section 8.28(a)(v), 8.28(a)(vi) or 8.28(a)(vii), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to the Master Servicer and shall use commercially reasonable efforts within ninety (90) days of assuming the duties of the Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of the Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Master Servicer agrees to cooperate with the Trustee Trustee, the Custodian and the Certificate Administrator in effecting the termination of the Special Master Servicer’s responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special Master Servicer’s functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Master Servicer in any REO the Collection Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If (i) the date specified in Master Servicer receives a written notice of termination given to the Special Servicer (A) pursuant to clause (ii) of the first (1st) paragraph of Section 9.30(a)8.28 relating solely to a Servicer Termination Event set forth in clause (viii) or (ix) of Section 8.28(a) or (B) pursuant to Section 8.21 and (ii) the Master Servicer provides the Trustee with the appropriate “request for proposal” materials within five (5) Business Days after receipt of such written notice of termination, all authority, power and then the Trustee shall promptly thereafter (using such “request for proposal” materials provided by the Master Servicer) solicit good faith bids for the rights of to service the Special Servicer Mortgage Loans under this Agreement from at least three (3) but no more than five (5) Qualified Bidders or, if three (3) Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee’s request, the Master Servicer shall supply the Trustee with the names of Persons from whom to solicit such bids. In no event shall the Trustee be responsible if less than three (3) Qualified Bidders submit bids for the right to service the Mortgage Loans under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, as a condition of its bid, to (i) enter into this Agreement as successor master servicer and (ii) agree to be bound by the terms hereof, not later than sixty (60) days after termination of the Master Servicer hereunder. The Trustee shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) (the “Successful Bidder”) to act as successor master servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor master servicer pursuant to the terms hereof, and in connection therewith to deliver the amount of the Successful Bidder’s cash bid to the Trustee or its designee by wire transfer of immediately available funds to an account specified by the Trustee or its designee no later than 10:00 a.m. New York City time on the date specified for the assignment and assumption of the servicing rights hereunder.
(e) Upon the assignment and acceptance of the servicing rights hereunder to and by the Successful Bidder and receipt of such cash bid, the Trustee shall remit or cause to be remitted to the terminated Master Servicer the amount of such cash bid received from the Successful Bidder (net of all out-of-pocket expenses incurred in connection with obtaining such bid and transferring servicing) by wire transfer of immediately available funds to an account specified by the terminated Master Servicer no later than 1:00 p.m. New York City time on the date specified for the assignment and assumption of the servicing rights hereunder.
(f) If the Successful Bidder has not entered into this Agreement as successor Master Servicer within thirty (30) days after the termination of the Master Servicer hereunder or no Successful Bidder was identified within such 30-day period, the Trustee shall have no further obligations under Section 8.29(c) and may act or may select another successor to act as Master Servicer hereunder in accordance with Section 8.29(b).
(g) If the Master Servicer is terminated as a result of an event described in Section 8.28(a)(viii), then the Master Servicer shall have the right to enter into a sub-servicing agreement or primary servicing agreement with the successor master servicer with respect to all applicable Mortgage Loans that are not subject to a sub-servicing agreement or primary servicing agreement, if the applicable Serviced Pari Passu Mortgage LoanMaster Servicer (i) is acting as primary servicer in a commercial mortgage loan securitization that was rated by Mxxxx’x within the twelve (12) month period prior to the date of determination, whether and Mxxxx’x has not downgraded or withdrawn the then current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such Mortgage Loan is primary servicer as primary servicer of such commercial mortgage securities as the sole or material reason for such downgrade or withdrawal (or placement on watch) and (ii) has a Specially Serviced Mortgage Loan master servicer rating of at least “CMS3” from Fitch or, in the case of each such Rating Agency, be otherwise acceptable to such Rating Agency as evidenced by a Rating Agency Confirmation.
(h) If the Trustee or otherwisean Affiliate acts pursuant to this Section 8.29 as successor to the resigning or terminated Master Servicer, shall terminateit may reduce the Excess Servicing Fee Rate to the extent that its or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. The If the Trustee is hereby authorized and empowered elects to execute and deliverappoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 8.29, on behalf it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and Trustee) for the Trustee to do or accomplish all other acts or things necessary or appropriate to effect appoint a qualified successor Master Servicer that meets the purposes requirements of such notice of terminationthis Section 8.29.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C12), Pooling and Servicing Agreement (COMM 2013-Lc13 Mortgage Trust)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of the first (1st) paragraph of Section 9.30(a)8.28, specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by the Master Servicer to the Certificate Administrator shall be made, shall be given promptly in writing by the Special Master Servicer to the Trustee and the Certificate Administrator no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special Master Servicer (other than the rights and duties obligation of the Special Master Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 pay to the Certificate Administrator the amounts remaining in the Collection Account as set forth below and 9.28 hereofthe obligations of the Master Servicer to the Trustee and the Trust that survive termination of this Agreement as provided herein) shall terminate and the Special Master Servicer shall transfer to the Master Servicer Certificate Administrator the amounts remaining in each REO the Collection Account (and any sub-account) after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the Collection Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Master Servicer pursuant to clause (ii) of the first (1st) paragraph of Section 9.30(a)8.28, or on the date on which a written notice of termination is given to the Master Servicer pursuant to clause (iii) of the first (1st) paragraph of Section 8.28 all authority, power and rights of the Special Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminateterminate (except for any rights relating to indemnification, subject to the Special Servicer’s right to receive unpaid servicing compensation or unreimbursed Advances and indemnification as expressly related interest); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Master Servicer be effective until the Trustee or other a successor Special Servicer master servicer shall have (i) succeeded the Special Master Servicer as successor Special Servicermaster servicer, (ii) notified the Special Master Servicer of such designation, succession and such successor Special Servicer shall have (iii) assumed the Special Master Servicer’s obligations and responsibilities, responsibilities under this Agreement pursuant to a writing executed by the successor master servicer and delivered to each of the other parties hereto. Except as set forth in an agreement substantially provided in the form hereofnext sentence, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the Special Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, if the Master Servicer is terminated as a result of an event described in Section 8.28(a)(v), 8.28(a)(vi) or 8.28(a)(vii), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to the Master Servicer and shall use commercially reasonable efforts within ninety (90) days of assuming the duties of the Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of the Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Master Servicer agrees to cooperate with the Trustee Trustee, the Custodian and the Certificate Administrator in effecting the termination of the Special Master Servicer’s responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special Master Servicer’s functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Master Servicer in any REO the Collection Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If (i) the date specified in Master Servicer receives a written notice of termination given to the Special Servicer (A) pursuant to clause (ii) of the first (1st) paragraph of Section 9.30(a)8.28 relating solely to a Servicer Termination Event set forth in clause (viii) or (ix) of Section 8.28(a) or (B) pursuant to Section 8.21 and (ii) the Master Servicer provides the Trustee with the appropriate “request for proposal” materials within five (5) Business Days after receipt of such written notice of termination, all authority, power and then the Trustee shall promptly thereafter (using such “request for proposal” materials provided by the Master Servicer) solicit good faith bids for the rights of to service the Special Servicer Mortgage Loans under this Agreement from at least three (3) but no more than five (5) Qualified Bidders or, if three (3) Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee’s request, the Master Servicer shall supply the Trustee with the names of Persons from whom to solicit such bids. In no event shall the Trustee be responsible if less than three (3) Qualified Bidders submit bids for the right to service the Mortgage Loans under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, as a condition of its bid, to (i) enter into this Agreement as successor master servicer and (ii) agree to be bound by the terms hereof, not later than thirty (30) days after termination of the Master Servicer hereunder. The Trustee shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) (the “Successful Bidder”) to act as successor master servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor master servicer pursuant to the terms hereof, and in connection therewith to deliver the amount of the Successful Bidder’s cash bid to the Trustee or its designee by wire transfer of immediately available funds to an account specified by the Trustee or its designee no later than 10:00 a.m. New York City time on the date specified for the assignment and assumption of the servicing rights hereunder.
(e) Upon the assignment and acceptance of the servicing rights hereunder to and by the Successful Bidder and receipt of such cash bid, the Trustee shall remit or cause to be remitted to the terminated Master Servicer the amount of such cash bid received from the Successful Bidder (net of all out-of-pocket expenses incurred in connection with obtaining such bid and transferring servicing) by wire transfer of immediately available funds to an account specified by the terminated Master Servicer no later than 1:00 p.m. New York City time on the date specified for the assignment and assumption of the servicing rights hereunder.
(f) If the Successful Bidder has not entered into this Agreement as successor Master Servicer within thirty (30) days after the termination of the Master Servicer hereunder or no Successful Bidder was identified within such 30-day period, the Trustee shall have no further obligations under Section 8.29(c) and may act or may select another successor to act as Master Servicer hereunder in accordance with Section 8.29(b).
(g) If the Master Servicer is terminated as a result of an event described in Section 8.28(a)(viii), then the Master Servicer shall have the right to enter into a sub-servicing agreement or primary servicing agreement with the successor master servicer with respect to all applicable Mortgage Loans that are not subject to a sub-servicing agreement or primary servicing agreement, if the applicable Serviced Pari Passu Mortgage LoanMaster Servicer (i) is acting as primary servicer in a commercial mortgage loan securitization that was rated by Mxxxx’x within the twelve (12) month period prior to the date of determination, whether and Mxxxx’x has not downgraded or withdrawn the then current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such Mortgage Loan is primary servicer as primary servicer of such commercial mortgage securities as the sole or material reason for such downgrade or withdrawal (or placement on watch) and (ii) has a Specially Serviced Mortgage Loan master servicer rating of at least “CMS3” from Fitch or, in the case of each such Rating Agency, be otherwise acceptable to such Rating Agency as evidenced by a Rating Agency Confirmation.
(h) If the Trustee or otherwisean Affiliate acts pursuant to this Section 8.29 as successor to the resigning or terminated Master Servicer, shall terminateit may reduce the Excess Servicing Fee Rate to the extent that its or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. The If the Trustee is hereby authorized and empowered elects to execute and deliverappoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 8.29, on behalf it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and Trustee) for the Trustee to do or accomplish all other acts or things necessary or appropriate to effect appoint a qualified successor Master Servicer that meets the purposes requirements of such notice of terminationthis Section 8.29.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C12), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C10)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a), specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Special Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the final Distribution Date will occur. Upon any such termination, the rights and duties of the Special Servicer (other than the rights and duties of the Special Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.23 and 9.24 and 9.28 hereof) shall terminate and the Special Servicer shall transfer to the Master Servicer the amounts remaining in each REO Account and shall thereafter terminate each REO Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate, subject to the Special Servicer’s right to receive compensation and indemnification as expressly provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Servicer be effective until the Trustee or other successor Special Servicer shall have succeeded the Special Servicer as successor Special Servicer, notified the Special Servicer of such designation, and such successor Special Servicer shall have assumed the Special Servicer’s 's obligations and responsibilities, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the Special Servicer as Special Servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Servicer pursuant to Section 9.20 hereof and otherwise complies with Section 9.30(g)hereof. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Special Servicer agrees to cooperate with the Trustee and the Fiscal Agent in effecting the termination of the Special Servicer’s 's responsibilities and rights hereunder as Special Servicer including, without limitation, providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer designated by the Trustee to assume the Special Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Servicer in any REO Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) the second sentence of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement with respect to the applicable Serviced Pari Passu Mortgage Loan, whether such Mortgage Loan is a Specially Serviced Mortgage Loan or otherwise, shall terminate. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination.
(c) If the Special Servicer receives a written notice of termination pursuant to clause (ii) of Section 9.30(a) relating solely to an event set forth in Section 9.30(b)(v), (ix) or (x), and if the Special Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Special Servicer) solicit good faith bids for the rights to be appointed as Special Servicer under this Agreement from at least three but no more than five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Special Servicer shall supply the Trustee with the names of Persons from whom to solicit such bids. In no event shall the Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage Loans, any Serviced Companion Mortgage Loan and any B Note under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, as a condition of its bid, to enter into this Agreement as successor Special Servicer, and to agree to be bound by the terms hereof, not later than 30 days after termination of the Special Servicer hereunder. The Trustee shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) that is also acceptable to the Operating Adviser (the "Successful Bidder") to act as successor Special Servicer hereunder. If no bidder is acceptable to the Operating Adviser, the Operating Adviser shall appoint the successor Special Servicer after consultation with the Controlling Class, provided that the successor Special Servicer so appointed must be bound by the terms of this Agreement and there must be delivered a Rating Agency Confirmation (including with respect to any securities evidencing interests in the Serviced Companion Mortgage Loans) in connection with such appointment. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Special Servicer pursuant to the terms hereof not later than 30 days after the termination of the Special Servicer hereunder, and in connection therewith to deliver the amount of the Successful Bidder's cash bid to the Trustee by wire transfer of immediately available funds to an account specified by the Trustee no later than 10:00 a.m. New York City time on the date specified for the assignment and assumption of the servicing rights hereunder.
(e) Upon the assignment and acceptance of the servicing right hereunder to and by the Successful Bidder and receipt of such cash bid, the Trustee shall remit or cause to be remitted to the terminated Special Servicer the amount of such cash bid received from the Successful Bidder (net of out-of-pocket expenses incurred in connection with obtaining such bid and transferring servicing) by wire transfer of immediately available funds to an account specified by the terminated Special Servicer no later than 1:00 p.m. New York City time on the date specified for the assignment and assumption of the servicing rights hereunder.
(f) If the Successful Bidder has not entered into this Agreement as successor Special within 30 days after the termination of the Special Servicer hereunder or no Successful Bidder was identified within such 30-day period, the Trustee shall have no further obligations under Section 9.31(c) and may act or may select another successor to act as Special Servicer hereunder in accordance with Section 9.31(b).
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2005 TOP 17), Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Trust 2004-Top16), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2005 TOP 17)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a8.28(a), specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by a Master Servicer to the Trustee shall be made, shall be given promptly in writing by the Special such Master Servicer to the Trustee and the Certificate Administrator no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special such Master Servicer (other than the rights obligation of such Master Servicer to pay to the Trustee the amounts remaining in the applicable Certificate Account as set forth below and duties the obligations of such Master Servicer to the Special Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 Trustee and 9.28 hereofthe Trust as provided herein) shall terminate and the Special such Master Servicer shall transfer to the Master Servicer Trustee the amounts remaining in each REO the applicable Certificate Account (and any sub-account) after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the applicable Certificate Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special a Master Servicer pursuant to clause (ii) of Section 9.30(a8.28(a), or on the date on which a written notice of termination is given to a Master Servicer pursuant to clause (iii) of Section 8.28(a) all authority, power and rights of the Special such Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminateterminate (except for any rights relating to unpaid servicing compensation or unreimbursed Advances or, subject if the terminated Master Servicer is NCB, FSB, the Excess Servicing Fee with respect to the Special Servicer’s right to receive compensation its Mortgages Loans and indemnification as expressly all indemnities and exculpations set forth herein); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special such Master Servicer be effective until the Trustee or other a successor Special Servicer servicer shall have succeeded the Special such Master Servicer as successor Special Servicerservicer, subject to approval by the Rating Agencies, notified the Special such Master Servicer of such designation, designation and such successor Special Servicer servicer shall have assumed the Special such Master Servicer’s 's obligations and responsibilitiesresponsibilities hereunder and under the Primary Servicing Agreements, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Except as provided in the next sentence, the Trustee or other successor Special Servicer may not succeed the Special a Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special such Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, in the event that a Master Servicer is terminated as a result of an event described in Section 8.28(b)(v), 8.28(b)(vi) or 8.28(b)(vii), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to such Master Servicer and shall use commercially reasonable efforts within 90 days of assuming the duties of such Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of such Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special such Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Servicer agrees Master Servicers agree to cooperate with the Trustee in effecting the termination of the Special a Master Servicer’s 's responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special such Master Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special such Master Servicer in any REO the Certificate Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On the date specified in .
(c) If a Master Servicer receives a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a8.28(a) relating solely to an Event of Default set forth in clause (viii), all authority(ix) or (x) of Section 8.28(b) or an Event of Default caused by a default of a Primary Servicer under its Primary Servicing Agreement, power and if such Master Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by such Master Servicer) solicit good faith bids for the rights of to service the Special Servicer Mortgage Loans under this Agreement from at least three but no more than five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many Persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, such Master Servicer shall supply the Trustee with respect the names of Persons from whom to solicit such bids. In no event shall the Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage Loans under this Agreement.
(d) Each bid proposal shall require any Qualified Bidder, as a condition of its bid, to enter into this Agreement as successor Master Servicer, and to agree to be bound by the terms hereof and the terms of the Primary Servicing Agreements, not later than 45 days after termination of the applicable Serviced Pari Passu Mortgage Loan, whether such Mortgage Loan is a Specially Serviced Mortgage Loan or otherwise, shall terminateMaster Servicer hereunder. The Trustee is hereby authorized shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the applicable Master Servicer may direct) (the "Successful Bidder") to act as successor Master Servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant to the terms hereof, and empowered in connection therewith to execute and deliver, on behalf deliver the amount of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and Successful Bidder's cash bid to do or accomplish all other acts or things necessary or appropriate the Trustee by wire transfer of immediately available funds to effect an account specified by the purposes of such notice of termination.Trustee no later than 10:00 a.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2007-Iq13), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2007-Iq13), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2007-Iq13)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of the first (1st) paragraph of Section 9.30(a)8.28, specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by the Master Servicer to the Certificate Administrator shall be made, shall be given promptly in writing by the Special Master Servicer to the Trustee and the Certificate Administrator no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special Master Servicer (other than the rights and duties obligation of the Special Master Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 pay to the Certificate Administrator the amounts remaining in the Collection Account as set forth below and 9.28 hereofthe obligations of the Master Servicer to the Trustee and the Trust that survive termination of this Agreement as provided herein) shall terminate and the Special Master Servicer shall transfer to the Master Servicer Certificate Administrator the amounts remaining in each REO the Collection Account (and any sub-account) after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the Collection Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Master Servicer pursuant to clause (ii) of the first (1st) paragraph of Section 9.30(a)8.28, or on the date on which a written notice of termination is given to the Master Servicer pursuant to clause (iii) of the first (1st) paragraph of Section 8.28 all authority, power and rights of the Special Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminateterminate (except for any rights relating to indemnification, subject to the Special Servicer’s right to receive unpaid servicing compensation or unreimbursed Advances and indemnification as expressly related interest); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Master Servicer be effective until the Trustee or other a successor Special Servicer master servicer shall have (i) succeeded the Special Master Servicer as successor Special Servicermaster servicer, (ii) notified the Special Master Servicer of such designation, succession and such successor Special Servicer shall have (iii) assumed the Special Master Servicer’s obligations and responsibilities, responsibilities under this Agreement pursuant to a writing executed by the successor master servicer and delivered to each of the other parties hereto. Except as set forth in an agreement substantially provided in the form hereofnext sentence, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the Special Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, if the Master Servicer is terminated as a result of an event described in Section 8.28(a)(v), 8.28(a)(vi) or 8.28(a)(vii), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to the Master Servicer and shall use commercially reasonable efforts within ninety (90) days of assuming the duties of the Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of the Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Master Servicer agrees to cooperate with the Trustee and the Certificate Administrator in effecting the termination of the Special Master Servicer’s responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special Master Servicer’s functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Master Servicer in any REO the Collection Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If (i) the date specified in Master Servicer receives a written notice of termination given to the Special Servicer (A) pursuant to clause (ii) of the first (1st) paragraph of Section 9.30(a)8.28 relating solely to an Event of Default set forth in clause (viii) or (ix) of Section 8.28(a) or (B) pursuant to Section 8.21 and (ii) the Master Servicer provides the Trustee with the appropriate “request for proposal” materials within five (5) Business Days after receipt of such written notice of termination, all authority, power and then the Trustee shall promptly thereafter (using such “request for proposal” materials provided by the Master Servicer) solicit good faith bids for the rights of to service the Special Servicer Mortgage Loans under this Agreement from at least three (3) but no more than five (5) Qualified Bidders or, if three (3) Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee’s request, the Master Servicer shall supply the Trustee with the names of Persons from whom to solicit such bids. In no event shall the Trustee be responsible if less than three (3) Qualified Bidders submit bids for the right to service the Mortgage Loans under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, as a condition of its bid, to (i) enter into this Agreement as successor master servicer and (ii) agree to be bound by the terms hereof, not later than thirty (30) days after termination of the Master Servicer hereunder. The Trustee shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) (the “Successful Bidder”) to act as successor master servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor master servicer pursuant to the terms hereof, and in connection therewith to deliver the amount of the Successful Bidder’s cash bid to the Trustee by wire transfer of immediately available funds to an account specified by the Trustee no later than 10:00 a.m. New York City time on the date specified for the assignment and assumption of the servicing rights hereunder.
(e) Upon the assignment and acceptance of the servicing rights hereunder to and by the Successful Bidder and receipt of such cash bid, the Trustee shall remit or cause to be remitted to the terminated Master Servicer the amount of such cash bid received from the Successful Bidder (net of all out-of-pocket expenses incurred in connection with obtaining such bid and transferring servicing) by wire transfer of immediately available funds to an account specified by the terminated Master Servicer no later than 1:00 p.m. New York City time on the date specified for the assignment and assumption of the servicing rights hereunder.
(f) If the Successful Bidder has not entered into this Agreement as successor Master Servicer within thirty (30) days after the termination of the Master Servicer hereunder or no Successful Bidder was identified within such 30-day period, the Trustee shall have no further obligations under Section 8.29(c) and may act or may select another successor to act as Master Servicer hereunder in accordance with Section 8.29(b).
(g) If the Master Servicer is terminated as a result of an event described in Section 8.28(a)(viii), then the Master Servicer shall have the right to enter into a sub-servicing agreement or primary servicing agreement with the successor master servicer with respect to all applicable Mortgage Loans that are not subject to a sub-servicing agreement or primary servicing agreement, if the applicable Serviced Pari Passu Mortgage LoanMaster Servicer is acting as master servicer in a commercial mortgage loan securitization that was rated by DBRS and a commercial mortgage loan securitization that was rated by Mxxxx’x, whether such Mortgage Loan is a Specially Serviced Mortgage Loan or otherwise, shall terminate. The Trustee is hereby authorized and empowered in each case within the twelve (12) month period prior to execute and deliver, on behalf the date of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instrumentsdetermination, and to do neither DBRS nor Mxxxx’x has downgraded or accomplish all other acts withdrawn the then current rating on any class of commercial mortgage securities or things necessary or appropriate to effect placed any class of commercial mortgage securities on watch citing the purposes continuation of such notice master servicer as master servicer of terminationsuch commercial mortgage securities as the sole or material reason for such downgrade or withdrawal (or placement on watch).
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2012-C4), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2012-C4), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2012-C4)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (ii)(B) of Section 9.30(a), specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the applicable Special Servicer to the Trustee and the Certificate Administrator no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan REO Property or (ii) the sixth (6th) day of the month in which the final Distribution Date will occur. Upon any such termination, the rights and duties of the applicable Special Servicer (other than the rights and duties of the applicable Special Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.23 and 9.24 and 9.28 hereof) shall terminate and the applicable Special Servicer shall transfer to the applicable Master Servicer the amounts remaining in each REO Account and shall thereafter terminate each REO Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the a Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the such Special Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate, subject to the Special Servicer’s right to receive compensation and indemnification as expressly ; provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Servicer be effective until the Trustee or other successor Special Servicer shall have succeeded the such Special Servicer as successor Special Servicer, notified the such Special Servicer of such designation, and such successor Special Servicer shall have assumed the such Special Servicer’s 's obligations and responsibilities, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the such Special Servicer as Special Servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the a Special Servicer pursuant to Section 9.20 hereof and otherwise complies with Section 9.30(g)hereof. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special ServicerServicers, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Each Special Servicer agrees to cooperate with the Trustee in effecting the termination of the a Special Servicer’s 's responsibilities and rights hereunder as Special Servicer including, without limitation, providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer designated by the Trustee to assume the such Special Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the applicable Special Servicer in any the applicable REO Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) Upon any resignation of a Special Servicer pursuant to Section 9.21 or termination of a Special Servicer pursuant to Section 9.30 or appointment of a successor to the date specified in a applicable Special Servicer, the Trustee shall give prompt written notice thereof to Certificateholders at their respective addresses appearing in the Certificate Register and to each Rating Agency. Within 30 days after the occurrence of termination given any Event of Default with respect to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights which a Responsible Officer of the Special Servicer under this Agreement with respect Trustee has actual knowledge, the Trustee shall transmit by mail to the applicable Serviced Pari Passu Mortgage Loan, whether such Mortgage Loan is a Specially Serviced Mortgage Loan or otherwise, shall terminate. The Trustee is hereby authorized all Certificateholders and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes each Rating Agency notice of such notice Event of terminationDefault, unless such Event of Default shall have been cured or waived.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2007-Iq13), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2007-Iq13), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2007-Iq13)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of the first (1st) paragraph of Section 9.30(a)8.28, specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by the Master Servicer to the Certificate Administrator shall be made, shall be given promptly in writing by the Special Master Servicer to the Trustee and the Certificate Administrator no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which of such final distribution. Promptly upon receipt of any such notice of termination, the final Distribution Date will occurCertificate Administrator shall forward such notice of termination to the other parties to this Agreement. Upon any such termination, the rights and duties of the Special Master Servicer (other than the rights and duties obligation of the Special Master Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 pay to the Certificate Administrator the amounts remaining in the Collection Account as set forth below and 9.28 hereofthe obligations of the Master Servicer to the Trustee and the Trust that survive termination of this Agreement as provided herein) shall terminate and the Special Master Servicer shall transfer to the Master Servicer Certificate Administrator the amounts remaining in each REO the Collection Account (and any sub-account) after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the Collection Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Master Servicer pursuant to clause (ii) of the first (1st) paragraph of Section 9.30(a)8.28, or on the date on which a written notice of termination is given to the Master Servicer pursuant to clause (iii) of the first (1st) paragraph of Section 8.28 all authority, power and rights of the Special Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminateterminate (except for any rights relating to indemnification, subject to the Special Servicer’s right to receive unpaid servicing compensation or unreimbursed Advances and indemnification as expressly related interest); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Master Servicer be effective until the Trustee or other a successor Special Servicer master servicer shall have (i) succeeded the Special Master Servicer as successor Special Servicermaster servicer, (ii) notified the Special Master Servicer of such designation, succession and such successor Special Servicer shall have (iii) assumed the Special Master Servicer’s obligations and responsibilities, responsibilities under this Agreement pursuant to a writing executed by the successor master servicer and delivered to each of the other parties hereto. Except as set forth in an agreement substantially provided in the form hereofnext sentence, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the Special Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, if the Master Servicer is terminated as a result of an event described in Section 8.28(a)(v), 8.28(a)(vi) or 8.28(a)(vii), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to the Master Servicer and shall use commercially reasonable efforts within ninety (90) days of assuming the duties of the Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of the Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Master Servicer agrees to cooperate with the Trustee Trustee, the Custodian and the Certificate Administrator in effecting the termination of the Special Master Servicer’s responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special Master Servicer’s functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Master Servicer in any REO the Collection Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If (i) the date specified in Master Servicer receives a written notice of termination given to the Special Servicer (A) pursuant to clause (ii) of the first (1st) paragraph of Section 9.30(a)8.28 relating solely to a Servicer Termination Event set forth in clause (viii) or (ix) of Section 8.28(a) or (B) pursuant to Section 8.21 and (ii) the Master Servicer provides the Trustee with the appropriate “request for proposal” materials within five (5) Business Days after receipt of such written notice of termination, all authority, power and then the Trustee shall promptly thereafter (using such “request for proposal” materials provided by the Master Servicer) solicit good faith bids for the rights of to service the Special Servicer Mortgage Loans under this Agreement from at least three (3) but no more than five (5) Qualified Bidders or, if three (3) Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee’s request, the Master Servicer shall supply the Trustee with the names of Persons from whom to solicit such bids. In no event shall the Trustee be responsible if less than three (3) Qualified Bidders submit bids for the right to service the Mortgage Loans under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, as a condition of its bid, to (i) enter into this Agreement as successor master servicer and (ii) agree to be bound by the terms hereof, not later than sixty (60) days after termination of the Master Servicer hereunder. The Trustee shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) (the “Successful Bidder”) to act as successor master servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor master servicer pursuant to the terms hereof, and in connection therewith to deliver the amount of the Successful Bidder’s cash bid to the Trustee or its designee by wire transfer of immediately available funds to an account specified by the Trustee or its designee no later than 10:00 a.m. New York City time on the date specified for the assignment and assumption of the servicing rights hereunder.
(e) Upon the assignment and acceptance of the servicing rights hereunder to and by the Successful Bidder and receipt of such cash bid, the Trustee shall remit or cause to be remitted to the terminated Master Servicer the amount of such cash bid received from the Successful Bidder (net of all out-of-pocket expenses incurred in connection with obtaining such bid and transferring servicing) by wire transfer of immediately available funds to an account specified by the terminated Master Servicer no later than 1:00 p.m. New York City time on the date specified for the assignment and assumption of the servicing rights hereunder.
(f) If the Successful Bidder has not entered into this Agreement as successor Master Servicer within thirty (30) days after the termination of the Master Servicer hereunder or no Successful Bidder was identified within such 30-day period, the Trustee shall have no further obligations under Section 8.29(c) and may act or may select another successor to act as Master Servicer hereunder in accordance with Section 8.29(b).
(g) If the Master Servicer is terminated as a result of an event described in Section 8.28(a)(viii), then the Master Servicer shall have the right to enter into a sub-servicing agreement or primary servicing agreement with the successor master servicer with respect to all applicable Mortgage Loans that are not subject to a sub-servicing agreement or primary servicing agreement, if the applicable Serviced Pari Passu Mortgage LoanMaster Servicer (i) is acting as primary servicer in a commercial mortgage loan securitization that was rated by Xxxxx’x within the twelve (12) month period prior to the date of determination, whether and Xxxxx’x has not downgraded or withdrawn the then current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such Mortgage Loan is primary servicer as primary servicer of such commercial mortgage securities as the sole or material reason for such downgrade or withdrawal (or placement on watch) and (ii) has a Specially Serviced Mortgage Loan master servicer rating of at least “CMS3” from Fitch or, in the case of each such Rating Agency, be otherwise acceptable to such Rating Agency as evidenced by a Rating Agency Confirmation.
(h) If the Trustee or otherwisean Affiliate acts pursuant to this Section 8.29 as successor to the resigning or terminated Master Servicer, shall terminateit may reduce the Excess Servicing Fee Rate to the extent that its or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. The If the Trustee is hereby authorized and empowered elects to execute and deliverappoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 8.29, on behalf it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and Trustee) for the Trustee to do or accomplish all other acts or things necessary or appropriate to effect appoint a qualified successor Master Servicer that meets the purposes requirements of such notice of terminationthis Section 8.29.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C16), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C16)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (ii)(B) of Section 9.30(a), specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Special Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan REO Property or (ii) the sixth (6th) day of the month in which the final Distribution Date will occur. Upon any such termination, the rights and duties of the Special Servicer (other than the rights and duties of the Special Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.23 and 9.24 and 9.28 hereof) shall terminate and the Special Servicer shall transfer to the Master Servicer the amounts remaining in each REO Account and shall thereafter terminate each REO Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate, subject to the Special Servicer’s right to receive compensation and indemnification as expressly ; provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Servicer be effective until the Trustee or other successor Special Servicer shall have succeeded the Special Servicer as successor Special Servicer, notified the Special Servicer of such designation, and such successor Special Servicer shall have assumed the Special Servicer’s 's obligations and responsibilities, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the Special Servicer as Special Servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Servicer pursuant to Section 9.20 hereof and otherwise complies with Section 9.30(g)hereof. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Special Servicer agrees to cooperate with the Trustee and the Fiscal Agent in effecting the termination of the Special Servicer’s 's responsibilities and rights hereunder as Special Servicer including, without limitation, providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer designated by the Trustee to assume the Special Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Servicer in any REO Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement with respect to the applicable Serviced Pari Passu Mortgage Loan, whether such Mortgage Loan is a Specially Serviced Mortgage Loan or otherwise, shall terminate. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2004 IQ8), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2004 IQ8), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2004 IQ8)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a), specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Special Servicer to the Trustee and the Certificate Administrator no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the final Distribution Date will occur. Upon any such termination, the rights and duties of the Special Servicer (other than the rights and duties of the Special Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 and 9.28 hereof) shall terminate and the Special Servicer shall transfer to the Master Servicer the amounts remaining in each REO Account and shall thereafter terminate each REO Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate, subject to the Special Servicer’s right to receive compensation and indemnification as expressly provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, provided that in no event shall the termination of the Special Servicer be effective until the Trustee or other successor Special Servicer shall have succeeded the Special Servicer as successor Special Servicer, notified the Special Servicer of such designation, and such successor Special Servicer shall have assumed the Special Servicer’s obligations and responsibilities, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the Special Servicer as Special Servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Servicer pursuant to Section 9.20 hereof and otherwise complies with Section 9.30(g). The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Special Servicer agrees to cooperate with the Trustee in effecting the termination of the Special Servicer’s responsibilities and rights hereunder as Special Servicer including, without limitation, providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer designated by the Trustee to assume the Special Servicer’s functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Servicer in any REO Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement with respect to the applicable Serviced Pari Passu Mortgage Loan, whether such Mortgage Loan is a Specially Serviced Mortgage Loan or otherwise, shall terminate. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C10), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C12), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of the first (1st) paragraph of Section 9.30(a)8.28, specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by the Master Servicer to the Certificate Administrator shall be made, shall be given promptly in writing by the Special Master Servicer to the Trustee and the Certificate Administrator no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special Master Servicer (other than the rights and duties obligation of the Special Master Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 pay to the Certificate Administrator the amounts remaining in the Collection Account as set forth below and 9.28 hereofthe obligations of the Master Servicer to the Trustee and the Trust that survive termination of this Agreement as provided herein) shall terminate and the Special Master Servicer shall transfer to the Master Servicer Certificate Administrator the amounts remaining in each REO the Collection Account (and any sub-account) after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the Collection Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Master Servicer pursuant to clause (ii) of the first (1st) paragraph of Section 9.30(a)8.28, or on the date on which a written notice of termination is given to the Master Servicer pursuant to clause (iii) of the first (1st) paragraph of Section 8.28 all authority, power and rights of the Special Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminateterminate (except for any rights relating to indemnification, subject to the Special Servicer’s right to receive unpaid servicing compensation or unreimbursed Advances and indemnification as expressly related interest); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Master Servicer be effective until the Trustee or other a successor Special Servicer master servicer shall have (i) succeeded the Special Master Servicer as successor Special Servicermaster servicer, (ii) notified the Special Master Servicer of such designation, succession and such successor Special Servicer shall have (iii) assumed the Special Master Servicer’s obligations and responsibilities, responsibilities under this Agreement pursuant to a writing executed by the successor master servicer and delivered to each of the other parties hereto. Except as set forth in an agreement substantially provided in the form hereofnext sentence, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the Special Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, if the Master Servicer is terminated as a result of an event described in Section 8.28(a)(v), 8.28(a)(vi) or 8.28(a)(vii), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to the Master Servicer and shall use commercially reasonable efforts within ninety (90) days of assuming the duties of the Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of the Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Master Servicer agrees to cooperate with the Trustee Trustee, the Custodian and the Certificate Administrator in effecting the termination of the Special Master Servicer’s responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special Master Servicer’s functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Master Servicer in any REO the Collection Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If (i) the date specified in Master Servicer receives a written notice of termination given to the Special Servicer (A) pursuant to clause (ii) of the first (1st) paragraph of Section 9.30(a)8.28 relating solely to a Servicer Termination Event set forth in clause (viii) or (ix) of Section 8.28(a) or (B) pursuant to Section 8.21 and (ii) the Master Servicer provides the Trustee with the appropriate “request for proposal” materials within five (5) Business Days after receipt of such written notice of termination, all authority, power and then the Trustee shall promptly thereafter (using such “request for proposal” materials provided by the Master Servicer) solicit good faith bids for the rights of to master service the Special Servicer Mortgage Loans under this Agreement from at least three (3) but no more than five (5) Qualified Bidders or, if three (3) Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee’s request, the Master Servicer shall supply the Trustee with the names of Persons from whom to solicit such bids. In no event shall the Trustee be responsible if less than three (3) Qualified Bidders submit bids for the right to service the Mortgage Loans under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, as a condition of its bid, to (i) enter into this Agreement as successor master servicer and (ii) agree to be bound by the terms hereof, not later than sixty (60) days after termination of the Master Servicer hereunder. The Trustee shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) (the “Successful Bidder”) to act as successor master servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor master servicer pursuant to the terms hereof, and in connection therewith to deliver the amount of the Successful Bidder’s cash bid to the Trustee or its designee by wire transfer of immediately available funds to an account specified by the Trustee or its designee no later than 10:00 a.m. New York City time on the date specified for the assignment and assumption of the servicing rights hereunder.
(e) Upon the assignment and acceptance of the servicing rights hereunder to and by the Successful Bidder and receipt of such cash bid, the Trustee shall remit or cause to be remitted to the terminated Master Servicer the amount of such cash bid received from the Successful Bidder (net of all out-of-pocket expenses incurred in connection with obtaining such bid and transferring servicing) by wire transfer of immediately available funds to an account specified by the terminated Master Servicer no later than 1:00 p.m. New York City time on the date specified for the assignment and assumption of the servicing rights hereunder.
(f) If the Successful Bidder has not entered into this Agreement as successor Master Servicer within thirty (30) days after the termination of the Master Servicer hereunder or no Successful Bidder was identified within such 30-day period, the Trustee shall have no further obligations under Section 8.29(c) and may act or may select another successor to act as Master Servicer hereunder in accordance with Section 8.29(b).
(g) If the Master Servicer is terminated as a result of an event described in Section 8.28(a)(viii), then the Master Servicer shall have the right to enter into a sub-servicing agreement or primary servicing agreement with the successor master servicer with respect to all applicable Mortgage Loans that are not subject to a sub-servicing agreement or primary servicing agreement, if the applicable Serviced Pari Passu Mortgage LoanMaster Servicer (i) is acting as primary servicer in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12) month period prior to the date of determination, whether and Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such Mortgage Loan is primary servicer as primary servicer of such commercial mortgage securities as the sole or material reason for such downgrade or withdrawal (or placement on watch) and (ii) has a Specially Serviced Mortgage Loan master servicer rating of at least “CMS3” from Fitch or, in the case of each such Rating Agency, be otherwise acceptable to such Rating Agency as evidenced by a Rating Agency Confirmation.
(h) If the Trustee or otherwisean Affiliate acts pursuant to this Section 8.29 as successor to the resigning or terminated Master Servicer, shall terminateit may reduce the Excess Servicing Fee Rate to the extent that its or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. The If the Trustee is hereby authorized and empowered elects to execute and deliverappoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 8.29, on behalf it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and Trustee) for the Trustee to do or accomplish all other acts or things necessary or appropriate to effect appoint a qualified successor Master Servicer that meets the purposes requirements of such notice of terminationthis Section 8.29.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C10), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C12), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a), specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Special Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the final Distribution Date will occur. Upon any such termination, the rights and duties of the Special Servicer (other than the rights and duties of the Special Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.23 and 9.24 and 9.28 hereof) shall terminate and the Special Servicer shall transfer to the Master Servicer the amounts remaining in each REO Account and shall thereafter terminate each REO Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate, subject to the Special Servicer’s right to receive compensation and indemnification as expressly provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Servicer be effective until the Trustee or other successor Special Servicer shall have succeeded the Special Servicer as successor Special Servicer, notified the Special Servicer of such designation, and such successor Special Servicer shall have assumed the Special Servicer’s 's obligations and responsibilities, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the Special Servicer as Special Servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Servicer pursuant to Section 9.20 hereof and otherwise complies with Section 9.30(g)hereof. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Special Servicer agrees to cooperate with the Trustee and the Fiscal Agent in effecting the termination of the Special Servicer’s 's responsibilities and rights hereunder as Special Servicer including, without limitation, providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer designated by the Trustee to assume the Special Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Servicer in any REO Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If the date specified in Special Servicer receives a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a) relating solely to an event set forth in Section 9.30(b)(v) or (ix), all authorityand if the Special Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, power and then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Special Servicer) solicit good faith bids for the rights of the to be appointed as Special Servicer under this Agreement from at least three but no more than five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Special Servicer shall supply the Trustee with respect the names of Persons from whom to solicit such bids. In no event shall the applicable Serviced Pari Passu Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage LoanLoans under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, whether such Mortgage Loan is as a Specially Serviced Mortgage Loan or otherwisecondition of its bid, shall terminateto enter into this Agreement as successor Special Servicer, and to agree to be bound by the terms hereof, not later than 30 days after termination of the Special Servicer hereunder. The Trustee shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) that is hereby authorized also acceptable to the Operating Adviser (the "Successful Bidder") to act as successor Special Servicer hereunder. If no bidder is acceptable to the Operating Adviser, the Operating Adviser shall appoint the successor Special Servicer after consultation with the Controlling Class, provided that the successor Special Servicer so appointed must be bound by the terms of this Agreement and empowered there must be delivered a Rating Agency Confirmation in connection with such appointment. The Trustee shall direct the Successful Bidder to execute and deliver, on behalf enter into this Agreement as successor Special Servicer pursuant to the terms hereof not later than 30 days after the termination of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instrumentsServicer hereunder, and in connection therewith to do or accomplish all other acts or things necessary or appropriate deliver the amount of the Successful Bidder's cash bid to effect the purposes Trustee by wire transfer of such notice of termination.immediately available funds to an account specified by the Trustee no later than 10:00 a.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Morgan Stanley Dean Witter Cap I Inc Dep for Ser 2001-Top1), Pooling and Servicing Agreement (Morgan Stanley Dean Witter Capital I Series 2002 Top7), Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Trust 2001-Top4)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a), specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Special Servicer to the Trustee and the Certificate Administrator no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the final Distribution Date will occur. Upon any such termination, the rights and duties of the Special Servicer (other than the rights and duties of the Special Servicer pursuant to Sections 9.8, 9.11 (with respect to any outstanding fees earned prior to such termination), 9.21, 9.23, 9.24 and 9.28 hereof) shall terminate and the Special Servicer shall transfer to the Master Servicer the amounts remaining in each REO Account and shall thereafter terminate each REO Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate, subject to the Special Servicer’s right to receive compensation and indemnification as expressly provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Servicer be effective until the Trustee or other successor Special Servicer shall have succeeded the Special Servicer as successor Special Servicer, notified the Special Servicer of such designation, and such successor Special Servicer shall have assumed the Special Servicer’s obligations and responsibilities, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the Special Servicer as Special Servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Servicer pursuant to Section 9.20 hereof and otherwise complies with Section 9.30(g). The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Special Servicer agrees to cooperate with the Trustee in effecting the termination of the Special Servicer’s responsibilities and rights hereunder as Special Servicer including, without limitation, providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer designated by the Trustee to assume the Special Servicer’s functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Servicer in any REO Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement with respect to the applicable Serviced Pari Passu Mortgage Loan, whether such Mortgage Loan is a Specially Serviced Mortgage Loan or otherwise, shall terminate. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C16), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C16)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a), specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Special Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the final Distribution Date will occur. Upon any such termination, the rights and duties of the Special Servicer (other than the rights and duties of the Special Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.23 and 9.24 and 9.28 hereof) shall terminate and the Special Servicer shall transfer to the Master Servicer the amounts remaining in each REO Account and shall thereafter terminate each REO Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate, subject to the Special Servicer’s right to receive compensation and indemnification as expressly provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Servicer be effective until the Trustee or other successor Special Servicer shall have succeeded the Special Servicer as successor Special Servicer, notified the Special Servicer of such designation, and such successor Special Servicer shall have assumed the Special Servicer’s 's obligations and responsibilities, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the Special Servicer as Special Servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Servicer pursuant to Section 9.20 hereof and otherwise complies with Section 9.30(g)hereof. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Special Servicer agrees to cooperate with the Trustee and the Fiscal Agent in effecting the termination of the Special Servicer’s 's responsibilities and rights hereunder as Special Servicer including, without limitation, providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer designated by the Trustee to assume the Special Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Servicer in any REO Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) the second sentence of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement with respect to the applicable Serviced Pari Passu Mortgage Loan, whether such Mortgage Loan is a Specially Serviced Mortgage Loan or otherwise, shall terminate. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination.
(c) If the Special Servicer receives a written notice of termination pursuant to clause (ii) of Section 9.30(a) relating solely to an event set forth in Section 9.30(b)(v) or (ix), and if the Special Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Special Servicer) solicit good faith bids for the rights to be appointed as Special Servicer under this Agreement from at least three but no more than five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Special Servicer shall supply the Trustee with the names of Persons from whom to solicit such bids. In no event shall the Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage Loans, any Serviced Companion Mortgage Loan and any B Note under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, as a condition of its bid, to enter into this Agreement as successor Special Servicer, and to agree to be bound by the terms hereof, not later than 30 days after termination of the Special Servicer hereunder. The Trustee shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) that is also acceptable to the Operating Adviser (the "Successful Bidder") to act as successor Special Servicer hereunder. If no bidder is acceptable to the Operating Adviser, the Operating Adviser shall appoint the successor Special Servicer after consultation with the Controlling Class, provided that the successor Special Servicer so appointed must be bound by the terms of this Agreement and there must be delivered a Rating Agency Confirmation (including with respect to any securities evidencing interests in the Serviced Companion Mortgage Loans) in connection with such appointment. The Trustee shall
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust Series 2004-Top15), Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Sec Inc Trust 2004 Top14)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a), specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Special Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the final Distribution Date will occur. Upon any such termination, the rights and duties of the Special Servicer (other than the rights and duties of the Special Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.23 and 9.24 and 9.28 hereof) shall terminate and the Special Servicer shall transfer to the Master Servicer the amounts remaining in each REO Account and shall thereafter terminate each REO Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate, subject to the Special Servicer’s right to receive compensation and indemnification as expressly provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Servicer be effective until the Trustee or other successor Special Servicer shall have succeeded the Special Servicer as successor Special Servicer, notified the Special Servicer of such designation, and such successor Special Servicer shall have assumed the Special Servicer’s 's obligations and responsibilities, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the Special Servicer as Special Servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Servicer pursuant to Section 9.20 hereof and otherwise complies with Section 9.30(g)hereof. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Special Servicer agrees to cooperate with the Trustee and the Fiscal Agent in effecting the termination of the Special Servicer’s 's responsibilities and rights hereunder as Special Servicer including, without limitation, providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer designated by the Trustee to assume the Special Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Servicer in any REO Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) the second sentence of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement with respect to the applicable Serviced WestShore Plaza Pari Passu Mortgage Loan, whether such Mortgage Loan is a Specially Serviced Mortgage Loan or otherwise, shall terminate. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination.
(c) If the Special Servicer receives a written notice of termination pursuant to clause (ii) of Section 9.30(a) relating solely to an event set forth in Section 9.30(b)(v) or (ix), and if the Special Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Special Servicer) solicit good faith bids for the rights to be appointed as Special Servicer under this Agreement from at least three but no more than five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Special Servicer shall supply the Trustee with the names of Persons from whom to solicit such bids. In no event shall the Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage Loans, the WestShore Plaza Companion Loan and any B Note under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, as a condition of its bid, to enter into this Agreement as successor Special Servicer, and to agree to be bound by the terms hereof, not later than 30 days after termination of the Special Servicer hereunder. The Trustee shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) that is also acceptable to the Operating Adviser (the "Successful Bidder") to act as successor Special Servicer hereunder. If no bidder is acceptable to the Operating Adviser, the Operating Adviser shall appoint the successor Special Servicer after consultation with the Controlling Class, provided that the successor Special Servicer so appointed must be bound by the terms of this Agreement and there must be delivered a Rating Agency Confirmation (including with respect to any securities evidencing interests in the A Notes) in connection with such appointment. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Special Servicer pursuant to the terms hereof not later than 30 days after the termination of the Special Servicer hereunder, and in connection therewith to deliver the amount of the Successful Bidder's cash bid to the Trustee by wire transfer of immediately available funds to an account specified by the Trustee no later than 10:00 a.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Bear Stearns Commercial Mort Sec Tru 2003-Top12), Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Ii Inc)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of the first (1st) paragraph of Section 9.30(a)8.28, specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by the Master Servicer to the Certificate Administrator shall be made, shall be given promptly in writing by the Special Master Servicer to the Trustee and the Certificate Administrator no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special Master Servicer (other than the rights and duties obligation of the Special Master Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 pay to the Certificate Administrator the amounts remaining in the Collection Account as set forth below and 9.28 hereofthe obligations of the Master Servicer to the Trustee and the Trust that survive termination of this Agreement as provided herein) shall terminate and the Special Master Servicer shall transfer to the Master Servicer Certificate Administrator the amounts remaining in each REO the Collection Account (and any sub-account) after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the Collection Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Master Servicer pursuant to clause (ii) of the first (1st) paragraph of Section 9.30(a)8.28, or on the date on which a written notice of termination is given to the Master Servicer pursuant to clause (iii) of the first (1st) paragraph of Section 8.28 all authority, power and rights of the Special Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminateterminate (except for any rights relating to indemnification, subject to the Special Servicer’s right to receive unpaid servicing compensation or unreimbursed Advances and indemnification as expressly related interest); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Master Servicer be effective until the Trustee or other a successor Special Servicer master servicer shall have (i) succeeded the Special Master Servicer as successor Special Servicermaster servicer, (ii) notified the Special Master Servicer of such designation, succession and such successor Special Servicer shall have (iii) assumed the Special Master Servicer’s obligations and responsibilities, responsibilities under this Agreement pursuant to a writing executed by the successor master servicer and delivered to each of the other parties hereto. Except as set forth in an agreement substantially provided in the form hereofnext sentence, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the Special Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, if the Master Servicer is terminated as a result of an event described in Section 8.28(a)(v), 8.28(a)(vi) or 8.28(a)(vii), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to the Master Servicer and shall use commercially reasonable efforts within ninety (90) days of assuming the duties of the Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of the Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Master Servicer agrees to cooperate with the Trustee and the Certificate Administrator in effecting the termination of the Special Master Servicer’s responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special Master Servicer’s functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Master Servicer in any REO the Collection Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If (i) the date specified in Master Servicer receives a written notice of termination given to the Special Servicer (A) pursuant to clause (ii) of the first (1st) paragraph of Section 9.30(a)8.28 relating solely to an Event of Default set forth in clause (viii) or (ix) of Section 8.28(a) or (B) pursuant to Section 8.21 and (ii) the Master Servicer provides the Trustee with the appropriate “request for proposal” materials within five (5) Business Days after receipt of such written notice of termination, all authority, power and then the Trustee shall promptly thereafter (using such “request for proposal” materials provided by the Master Servicer) solicit good faith bids for the rights of to service the Special Servicer Mortgage Loans under this Agreement from at least three (3) but no more than five (5) Qualified Bidders or, if three (3) Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee’s request, the Master Servicer shall supply the Trustee with the names of Persons from whom to solicit such bids. In no event shall the Trustee be responsible if less than three (3) Qualified Bidders submit bids for the right to service the Mortgage Loans under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, as a condition of its bid, to (i) enter into this Agreement as successor master servicer and (ii) agree to be bound by the terms hereof, not later than thirty (30) days after termination of the Master Servicer hereunder. The Trustee shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) (the “Successful Bidder”) to act as successor master servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor master servicer pursuant to the terms hereof, and in connection therewith to deliver the amount of the Successful Bidder’s cash bid to the Trustee by wire transfer of immediately available funds to an account specified by the Trustee no later than 10:00 a.m. New York City time on the date specified for the assignment and assumption of the servicing rights hereunder.
(e) Upon the assignment and acceptance of the servicing rights hereunder to and by the Successful Bidder and receipt of such cash bid, the Trustee shall remit or cause to be remitted to the terminated Master Servicer the amount of such cash bid received from the Successful Bidder (net of all out-of-pocket expenses incurred in connection with obtaining such bid and transferring servicing) by wire transfer of immediately available funds to an account specified by the terminated Master Servicer no later than 1:00 p.m. New York City time on the date specified for the assignment and assumption of the servicing rights hereunder.
(f) If the Successful Bidder has not entered into this Agreement as successor Master Servicer within thirty (30) days after the termination of the Master Servicer hereunder or no Successful Bidder was identified within such 30-day period, the Trustee shall have no further obligations under Section 8.29(c) and may act or may select another successor to act as Master Servicer hereunder in accordance with Section 8.29(b).
(g) If the Master Servicer is terminated as a result of an event described in Section 8.28(a)(viii), then the Master Servicer shall have the right to enter into a sub-servicing agreement or primary servicing agreement with the successor master servicer with respect to all applicable Mortgage Loans that are not subject to a sub-servicing agreement or primary servicing agreement, if the applicable Serviced Pari Passu Mortgage LoanMaster Servicer is acting as master servicer in a commercial mortgage loan securitization that was rated by Mxxxx’x and a commercial mortgage loan securitization that was rated by DBRS within the twelve (12) month period prior to the date of determination and neither Mxxxx’x nor DBRS has downgraded or withdrawn the then current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such master servicer as master servicer of such commercial mortgage securities as the reason for such downgrade or withdrawal.
(h) If the Trustee or an Affiliate acts pursuant to this Section 8.29 as successor to the resigning or terminated Master Servicer, whether it may reduce the Master Servicer’s Excess Servicing Fee Rate to the extent that its or such Mortgage Loan is Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a Specially Serviced Mortgage Loan successor to the resigning or otherwiseterminated Master Servicer other than itself or an Affiliate pursuant to this Section 8.29, shall terminate. The Trustee is hereby authorized and empowered it may reduce the Master Servicer’s Excess Servicing Fee Rate to execute and deliver, on behalf the extent reasonably necessary (in the sole discretion of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and Trustee) for the Trustee to do or accomplish all other acts or things necessary or appropriate to effect appoint a qualified successor Master Servicer that meets the purposes requirements of such notice of terminationthis Section 8.29.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2011-C3), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2011-C3)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a), specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Special Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the final Distribution Date will occur. Upon any such termination, the rights and duties of the Special Servicer (other than the rights and duties of the Special Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.23 and 9.24 and 9.28 hereof) shall terminate and the Special Servicer shall transfer to the Master Servicer the amounts remaining in each REO Account and shall thereafter terminate each REO Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate, subject to the Special Servicer’s right to receive compensation and indemnification as expressly provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Servicer be effective until the Trustee or other successor Special Servicer shall have succeeded the Special Servicer as successor Special Servicer, notified the Special Servicer of such designation, and such successor Special Servicer shall have assumed the Special Servicer’s 's obligations and responsibilities, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the Special Servicer as Special Servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Servicer pursuant to Section 9.20 hereof and otherwise complies with Section 9.30(g)hereof. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Special Servicer agrees to cooperate with the Trustee and the Fiscal Agent in effecting the termination of the Special Servicer’s 's responsibilities and rights hereunder as Special Servicer including, without limitation, providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer designated by the Trustee to assume the Special Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Servicer in any REO Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) the second sentence of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement with respect to the applicable Serviced Pari Passu Mortgage Loan, whether such Mortgage Loan is a Specially Serviced Mortgage Loan or otherwise, shall terminate. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination.
(c) If the Special Servicer receives a written notice of termination pursuant to clause (ii) of Section 9.30(a) relating solely to an event set forth in Section 9.30(b)(v), (ix) or (x), and if the Special Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Special Servicer) solicit good faith bids for the rights to be appointed as Special Servicer under this Agreement from at least three but no more than five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Special Servicer shall supply the Trustee with the names of Persons from whom to solicit such bids. In no event shall the Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage Loans, any Serviced Companion Mortgage Loan and any B Note under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, as a condition of its bid, to enter into this Agreement as successor Special Servicer, and to agree to be bound by the terms hereof, not later than 30 days after termination of the Special Servicer hereunder. The Trustee shall select the Qualified Bidder with the highest cash bid (or such other Qualified -250- Bidder as the Master Servicer may direct) that is also acceptable to the Operating Adviser (the "Successful Bidder") to act as successor Special Servicer hereunder. If no bidder is acceptable to the Operating Adviser, the Operating Adviser shall appoint the successor Special Servicer after consultation with the Controlling Class, provided that the successor Special Servicer so appointed must be bound by the terms of this Agreement and there must be delivered a Rating Agency Confirmation (including with respect to any securities evidencing interests in the Serviced Companion Mortgage Loans) in connection with such appointment. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Special Servicer pursuant to the terms hereof not later than 30 days after the termination of the Special Servicer hereunder, and in connection therewith to deliver the amount of the Successful Bidder's cash bid to the Trustee by wire transfer of immediately available funds to an account specified by the Trustee no later than 10:00 a.m. New York City time on the date specified for the assignment and assumption of the servicing rights hereunder.
(e) Upon the assignment and acceptance of the servicing right hereunder to and by the Successful Bidder and receipt of such cash bid, the Trustee shall remit or cause to be remitted to the terminated Special Servicer the amount of such cash bid received from the Successful Bidder (net of out-of-pocket expenses incurred in connection with obtaining such bid and transferring servicing) by wire transfer of immediately available funds to an account specified by the terminated Special Servicer no later than 1:00 p.m. New York City time on the date specified for the assignment and assumption of the servicing rights hereunder.
(f) If the Successful Bidder has not entered into this Agreement as successor Special within 30 days after the termination of the Special Servicer hereunder or no Successful Bidder was identified within such 30-day period, the Trustee shall have no further obligations under Section 9.31(c) and may act or may select another successor to act as Special Servicer hereunder in accordance with Section 9.31(b).
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Trust 2005-Top18), Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Trust 2005-Top18)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (ii)(B) of Section 9.30(a), specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the applicable Special Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan REO Property or (ii) the sixth (6th) day of the month in which the final Distribution Date will occur. Upon any such termination, the rights and duties of the applicable Special Servicer (other than the rights and duties of the such Special Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.23 and 9.24 and 9.28 hereof) shall terminate and the such Special Servicer shall transfer to the applicable Master Servicer the amounts remaining in each REO Account and shall thereafter terminate each REO Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the a Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the such Special Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate, subject to the Special Servicer’s right to receive compensation and indemnification as expressly ; provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the such Special Servicer be effective until the Trustee or other successor Special Servicer shall have succeeded the such Special Servicer as successor Special Servicer, notified the such Special Servicer of such designation, and such successor Special Servicer shall have assumed the such Special Servicer’s 's obligations and responsibilities, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the a Special Servicer as Special Servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the such Special Servicer pursuant to Section 9.20 hereof and otherwise complies with Section 9.30(g)hereof. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the applicable Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Each Special Servicer agrees to cooperate with the Trustee in effecting the termination of the such Special Servicer’s 's responsibilities and rights hereunder as Special Servicer including, without limitation, providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer designated by the Trustee to assume the such Special Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the such Special Servicer in any the applicable REO Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On the date specified in .
(c) Upon any resignation of a written notice of termination given to the Special Servicer pursuant to clause (ii) Section 9.21 or termination of Section 9.30(a), all authority, power and rights of the a Special Servicer under this Agreement pursuant to Section 9.30 or appointment of a successor to a Special Servicer, the Trustee shall give prompt written notice thereof to Certificateholders at their respective addresses appearing in the Certificate Register, to the holders of each Serviced Companion Loan and to each Rating Agency. Within 30 days after the occurrence of any Event of Default with respect to the applicable Serviced Pari Passu Mortgage Loan, whether such Mortgage Loan is a Specially Serviced Mortgage Loan or otherwise, shall terminate. The Trustee is hereby authorized and empowered to execute and deliver, on behalf Special Servicer of which a Responsible Officer of the Special ServicerTrustee has actual knowledge, as attorney-in-fact or otherwisethe Trustee shall transmit by mail to all Certificateholders, any the holders of each Serviced Companion Loan and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes each Rating Agency notice of such notice Event of terminationDefault, unless such Event of Default shall have been cured or waived.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2007-Iq16), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2007-Iq15)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a8.28(a), specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by the Master Servicer to the Paying Agent shall be made, shall be given promptly in writing by the Special Master Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special Master Servicer (other than the rights and duties obligation of the Special Master Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 pay to the Paying Agent the amounts remaining in the Certificate Account as set forth below and 9.28 hereofthe obligations of the Master Servicer to the Trustee and the Trust and the Fiscal Agent as provided herein) shall terminate and the Special Master Servicer shall transfer to the Master Servicer Paying Agent the amounts remaining in each REO the Certificate Account (and any sub-account) after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the Certificate Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Master Servicer pursuant to clause (ii) of Section 9.30(a8.28(a), or on the date on which a written notice of termination is given to the Master Servicer pursuant to clause (iii) of Section 8.28(a) all authority, power and rights of the Special Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminateterminate (except for any rights relating to unpaid servicing compensation or unreimbursed Advances or, subject if the terminated Master Servicer is Xxxxx Fargo Bank, National Association, its rights to the Special Servicer’s right to receive compensation and indemnification as expressly Excess Servicing Fee); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Master Servicer be effective until the Trustee or other a successor Special Servicer servicer shall have succeeded the Special Master Servicer as successor Special Servicerservicer, subject to approval by the Rating Agencies, notified the Special Master Servicer of such designation, designation and such successor Special Servicer servicer shall have assumed the Special Master Servicer’s 's obligations and responsibilitiesresponsibilities hereunder and under the Primary Servicing Agreement, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage LoansLoans and, in the circumstances set forth in the last sentence of Section 8.28(b), entered into a new primary servicing agreement with the predecessor Master Servicer in substantially the same form as Exhibit AA attached hereto. The Except as provided in the next sentence, the Trustee or other successor Special Servicer may not succeed the Special Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, in the event that the Master Servicer is terminated as a result of an event described in Section 8.28(a)(v), 8.28(a)(vi) or 8.28(a)(vii), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to the Master Servicer and shall use commercially reasonable efforts within 90 days of assuming the duties of the Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of the Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Master Servicer agrees to cooperate with the Trustee Trustee, the Paying Agent and the Fiscal Agent in effecting the termination of the Special Master Servicer’s 's responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special Master Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Master Servicer in any REO the Certificate Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If the date specified in Master Servicer receives a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a8.28(a) relating solely to an Event of Default set forth in clause (viii) or (ix) of Section 8.28(a), all authorityand if the Master Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, power and then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Master Servicer) solicit good faith bids for the rights of to service the Special Servicer Mortgage Loans under this Agreement from at least three but no more than five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Master Servicer shall supply the Trustee with respect the names of Persons from whom to solicit such bids. In no event shall the applicable Serviced Pari Passu Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage LoanLoans under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, whether such Mortgage Loan is as a Specially Serviced Mortgage Loan or otherwisecondition of its bid, shall terminateto enter into this Agreement as successor Master Servicer, and to agree to be bound by the terms hereof and the terms of the Primary Servicing Agreement, not later than 30 days after termination of the Master Servicer hereunder. The Trustee is hereby authorized shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) (the "Successful Bidder") to act as successor Master Servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant to the terms hereof, and empowered in connection therewith to execute and deliver, on behalf deliver the amount of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and Successful Bidder's cash bid to do or accomplish all other acts or things necessary or appropriate the Trustee by wire transfer of immediately available funds to effect an account specified by the purposes of such notice of termination.Trustee no later than 10:00 a.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust Series 2004-Top15), Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Sec Inc Trust 2004 Top14)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a), specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Special Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the final Distribution Date will occur. Upon any such termination, the rights and duties of the Special Servicer (other than the rights and duties of the Special Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.23 and 9.24 and 9.28 hereof) shall terminate and the Special Servicer shall transfer to the Master Servicer the amounts remaining in each REO Account and shall thereafter terminate each REO Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate, subject to the Special Servicer’s right to receive compensation and indemnification as expressly provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Servicer be effective until the Trustee or other successor Special Servicer shall have succeeded the Special Servicer as successor Special Servicer, notified the Special Servicer of such designation, and such successor Special Servicer shall have assumed the Special Servicer’s 's obligations and responsibilities, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the Special Servicer as Special Servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Servicer pursuant to Section 9.20 hereof and otherwise complies with Section 9.30(g)hereof. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Special Servicer agrees to cooperate with the Trustee in effecting the termination of the Special Servicer’s 's responsibilities and rights hereunder as Special Servicer including, without limitation, providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer designated by the Trustee to assume the Special Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Servicer in any REO Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) the second sentence of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement with respect to the applicable Serviced Pari Passu Mortgage Loan, whether such Mortgage Loan is a Specially Serviced Mortgage Loan or otherwise, shall terminate. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Trust 2006-Top24), Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage SecuritiesTrust 2006-Top22)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a), specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Special Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the final Distribution Date will occur. Upon any such termination, the rights and duties of the Special Servicer (other than the rights and duties of the Special Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.23 and 9.24 and 9.28 hereof) shall terminate and the Special Servicer shall transfer to the Master Servicer the amounts remaining in each REO Account and shall thereafter terminate each REO Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate, subject to the Special Servicer’s right to receive compensation and indemnification as expressly provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Servicer be effective until the Trustee or other successor Special Servicer shall have succeeded the Special Servicer as successor Special Servicer, notified the Special Servicer of such designation, and such successor Special Servicer shall have assumed the Special Servicer’s 's obligations and responsibilities, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the Special Servicer as Special Servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Servicer pursuant to Section 9.20 hereof and otherwise complies with Section 9.30(g)hereof. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Special Servicer agrees to cooperate with the Trustee and the Fiscal Agent in effecting the termination of the Special Servicer’s 's responsibilities and rights hereunder as Special Servicer including, without limitation, providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer designated by the Trustee to assume the Special Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Servicer in any REO Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If the date specified in Special Servicer receives a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a) relating solely to an event set forth in Section 9.30(b)(v) or (ix), all authorityand if the Special Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, power and then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Special Servicer) solicit good faith bids for the rights of the to be appointed as Special Servicer under this Agreement from at least three but no more than five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Special Servicer shall supply the Trustee with respect the names of Persons from whom to solicit such bids. In no event shall the applicable Serviced Pari Passu Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage LoanLoans under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, whether such Mortgage Loan is as a Specially Serviced Mortgage Loan or otherwisecondition of its bid, shall terminateto enter into this Agreement as successor Special Servicer, and to agree to be bound by the terms hereof, not later than 30 days after termination of the Special Servicer hereunder. The Trustee shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) that is hereby authorized and empowered also acceptable to execute and deliverthe Operating Adviser (the "Successful Bidder") to act as successor Special Servicer hereunder. If no bidder is acceptable to the Operating Adviser, on behalf of the Operating Adviser shall appoint the successor Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination.Servicer after
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Morgan Stanley Dean Witter Capital I Inc), Pooling and Servicing Agreement (Morgan Stanley Dean Witter Capital I Inc)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a8.28(a), specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by the Master Servicer to the Paying Agent shall be made, shall be given promptly in writing by the Special Master Servicer to the Trustee Paying Agent and the Certificate Administrator holder of the Serviced Companion Loan no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special Master Servicer (other than the rights and duties obligation of the Special Master Servicer pursuant to Sections 9.8pay to the Paying Agent and the holder of the Serviced Companion Loan, 9.21as applicable, 9.23the amounts remaining in the Certificate Account as set forth below and the obligations of the Master Servicer to the Trustee, 9.24 the Trust and 9.28 hereofthe Fiscal Agent as provided herein) shall terminate and the Special Master Servicer shall transfer to the Master Servicer Paying Agent and the holder of the Serviced Companion Loan, as applicable, the amounts remaining in each REO the Certificate Account (and any sub-account) after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the Certificate Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Master Servicer pursuant to clause (ii) of Section 9.30(a8.28(a), or on the date on which a written notice of termination is given to the Master Servicer pursuant to clause (iii) of Section 8.28(a) all authority, power and rights of the Special Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminateterminate (except for any rights relating to unpaid servicing compensation, subject unreimbursed Advances or, if the terminated Master Servicer is Wells Fargo Bank, National Association, the Excess Servicing Fee with xxxxect to the Special Servicer’s right to receive compensation its Mortgages Loans and indemnification as expressly all indemnities and exculpations set forth herein); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Master Servicer be effective until the Trustee or other a successor Special Servicer servicer shall have succeeded the Special Master Servicer as successor Special Servicerservicer, subject to approval by the Rating Agencies, notified the Special Master Servicer of such designation, designation and such successor Special Servicer servicer shall have assumed the Special Master Servicer’s 's obligations and responsibilitiesresponsibilities hereunder and under the Primary Servicing Agreements, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Except as provided in the next sentence, the Trustee or other successor Special Servicer may not succeed the Special Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, in the event that the Master Servicer is terminated as a result of an event described in Section 8.28(b)(v), 8.28(b)(vi) or 8.28(b)(vii), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to the Master Servicer and shall use commercially reasonable efforts within 90 days of assuming the duties of the Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of the Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Master Servicer agrees to cooperate with the Trustee Trustee, the Paying Agent and the Fiscal Agent in effecting the termination of the Special Master Servicer’s 's responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special Master Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Master Servicer in any REO the Certificate Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If the date specified in Master Servicer receives a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a)8.28(a) relating solely to an Event of Default set forth in clause (viii) or (ix) of Section 8.28(b) or an Event of Default caused by a default of a Primary Servicer under its Primary Servicing Agreement, all authorityand if the Master Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, power and then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Master Servicer) solicit good faith bids for the rights of to service the Special Servicer Mortgage Loans under this Agreement from at least three but no more than five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many Persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Master Servicer shall supply the Trustee with respect the names of Persons from whom to solicit such bids. In no event shall the applicable Serviced Pari Passu Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage LoanLoans under this Agreement.
(d) Each bid proposal shall require any Qualified Bidder, whether such Mortgage Loan is as a Specially Serviced Mortgage Loan or otherwisecondition of its bid, shall terminateto enter into this Agreement as successor Master Servicer, and to agree to be bound by the terms hereof and the terms of the Primary Servicing Agreements, not later than 30 days after termination of the Master Servicer hereunder. The Trustee is hereby authorized shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) (the "Successful Bidder") to act as successor Master Servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant to the terms hereof, and empowered in connection therewith to execute and deliver, on behalf deliver the amount of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and Successful Bidder's cash bid to do or accomplish all other acts or things necessary or appropriate the Trustee by wire transfer of immediately available funds to effect an account specified by the purposes of such notice of termination.Trustee no later than 10:00 a.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2004 IQ8), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2004 IQ8)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of the first (1st) paragraph of Section 9.30(a)8.28, specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by the Master Servicer to the Certificate Administrator shall be made, shall be given promptly in writing by the Special Master Servicer to the Trustee and the Certificate Administrator no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special Master Servicer (other than the rights and duties obligation of the Special Master Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 pay to the Certificate Administrator the amounts remaining in the Collection Account as set forth below and 9.28 hereofthe obligations of the Master Servicer to the Trustee and the Trust that survive termination of this Agreement as provided herein) shall terminate and the Special Master Servicer shall transfer to the Master Servicer Certificate Administrator the amounts remaining in each REO the Collection Account (and any sub-account) after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the Collection Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Master Servicer pursuant to clause (ii) of the first (1st) paragraph of Section 9.30(a)8.28, or on the date on which a written notice of termination is given to the Master Servicer pursuant to clause (iii) of the first (1st) paragraph of Section 8.28 all authority, power and rights of the Special Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminateterminate (except for any rights relating to indemnification, subject to the Special Servicer’s right to receive unpaid servicing compensation or unreimbursed Advances and indemnification as expressly related interest); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Master Servicer be effective until the Trustee or other a successor Special Servicer master servicer shall have (i) succeeded the Special Master Servicer as successor Special Servicermaster servicer, (ii) notified the Special Master Servicer of such designation, succession and such successor Special Servicer shall have (iii) assumed the Special Master Servicer’s obligations and responsibilities, responsibilities under this Agreement pursuant to a writing executed by the successor master servicer and delivered to each of the other parties hereto. Except as set forth in an agreement substantially provided in the form hereofnext sentence, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the Special Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, if the Master Servicer is terminated as a result of an event described in Section 8.28(a)(v), 8.28(a)(vi) or 8.28(a)(vii), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to the Master Servicer and shall use commercially reasonable efforts within ninety (90) days of assuming the duties of the Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of the Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Master Servicer agrees to cooperate with the Trustee Trustee, the Custodian and the Certificate Administrator in effecting the termination of the Special Master Servicer’s responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special Master Servicer’s functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Master Servicer in any REO the Collection Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If (i) the date specified in Master Servicer receives a written notice of termination given to the Special Servicer (A) pursuant to clause (ii) of the first (1st) paragraph of Section 9.30(a)8.28 relating solely to a Servicer Termination Event set forth in clause (viii) or (ix) of Section 8.28(a) or (B) pursuant to Section 8.21 and (ii) the Master Servicer provides the Trustee with the appropriate “request for proposal” materials within five (5) Business Days after receipt of such written notice of termination, all authority, power and then the Trustee shall promptly thereafter (using such “request for proposal” materials provided by the Master Servicer) solicit good faith bids for the rights of to service the Special Servicer Mortgage Loans under this Agreement from at least three (3) but no more than five (5) Qualified Bidders or, if three (3) Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee’s request, the Master Servicer shall supply the Trustee with the names of Persons from whom to solicit such bids. In no event shall the Trustee be responsible if less than three (3) Qualified Bidders submit bids for the right to service the Mortgage Loans under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, as a condition of its bid, to (i) enter into this Agreement as successor master servicer and (ii) agree to be bound by the terms hereof, not later than thirty (30) days after termination of the Master Servicer hereunder. The Trustee shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) (the “Successful Bidder”) to act as successor master servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor master servicer pursuant to the terms hereof, and in connection therewith to deliver the amount of the Successful Bidder’s cash bid to the Trustee by wire transfer of immediately available funds to an account specified by the Trustee no later than 10:00 a.m. New York City time on the date specified for the assignment and assumption of the servicing rights hereunder.
(e) Upon the assignment and acceptance of the servicing rights hereunder to and by the Successful Bidder and receipt of such cash bid, the Trustee shall remit or cause to be remitted to the terminated Master Servicer the amount of such cash bid received from the Successful Bidder (net of all out-of-pocket expenses incurred in connection with obtaining such bid and transferring servicing) by wire transfer of immediately available funds to an account specified by the terminated Master Servicer no later than 1:00 p.m. New York City time on the date specified for the assignment and assumption of the servicing rights hereunder.
(f) If the Successful Bidder has not entered into this Agreement as successor Master Servicer within thirty (30) days after the termination of the Master Servicer hereunder or no Successful Bidder was identified within such 30-day period, the Trustee shall have no further obligations under Section 8.29(c) and may act or may select another successor to act as Master Servicer hereunder in accordance with Section 8.29(b).
(g) If the Master Servicer is terminated as a result of an event described in Section 8.28(a)(viii), then the Master Servicer shall have the right to enter into a sub-servicing agreement or primary servicing agreement with the successor master servicer with respect to all applicable Mortgage Loans that are not subject to a sub-servicing agreement or primary servicing agreement, if the applicable Serviced Pari Passu Mortgage Loan, whether such Mortgage Loan Master Servicer (i) is acting as master servicer in a Specially Serviced Mortgage Loan or otherwise, shall terminate. The Trustee is hereby authorized and empowered commercial mortgage loan securitization that was rated by Mxxxx’x within the twelve (12) month period prior to execute and deliver, on behalf the date of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instrumentsdetermination, and to do Mxxxx’x has not downgraded or accomplish all other acts withdrawn the then current rating on any class of commercial mortgage securities or things necessary or appropriate to effect placed any class of commercial mortgage securities on watch citing the purposes continuation of such notice master servicer as master servicer of terminationsuch commercial mortgage securities as the sole or material reason for such downgrade or withdrawal (or placement on watch) and (ii) has a master servicer rating of at least “CMS3” from Fitch.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (ii)(B) of Section 9.30(a), specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Special Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan REO Property or (ii) the sixth (6th) day of the month in which the final Distribution Date will occur. Upon any such termination, the rights and duties of the Special Servicer (other than the rights and duties of the Special Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.23 and 9.24 and 9.28 hereof) shall terminate and the Special Servicer shall transfer to the applicable Master Servicer the amounts remaining in each REO Account and shall thereafter terminate each REO Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate, subject to the Special Servicer’s right to receive compensation and indemnification as expressly ; provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Servicer be effective until the Trustee or other successor Special Servicer shall have succeeded the Special Servicer as successor Special Servicer, notified the Special Servicer of such designation, and such successor Special Servicer shall have assumed the Special Servicer’s 's obligations and responsibilities, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the Special Servicer as Special Servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Servicer pursuant to Section 9.20 hereof and otherwise complies with Section 9.30(g)hereof. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Special Servicer agrees to cooperate with the Trustee in effecting the termination of the Special Servicer’s 's responsibilities and rights hereunder as Special Servicer including, without limitation, providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer designated by the Trustee to assume the Special Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Servicer in any the applicable REO Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On the date specified in a written notice .
(c) Upon any resignation of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights 9.21 or termination of the Special Servicer under this Agreement pursuant to Section 9.30 or appointment of a successor to the Special Servicer, the Trustee shall give prompt written notice thereof to Certificateholders at their respective addresses appearing in the Certificate Register, to the holders of each Serviced Companion Loan and to each Rating Agency. Within 30 days after the occurrence of any Event of Default with respect to the applicable Serviced Pari Passu Mortgage Loan, whether such Mortgage Loan is Special Servicer of which a Specially Serviced Mortgage Loan or otherwise, shall terminate. The Trustee is hereby authorized and empowered to execute and deliver, on behalf Responsible Officer of the Special ServicerTrustee has actual knowledge, as attorney-in-fact or otherwisethe Trustee shall transmit by mail to all Certificateholders, any the holders of each Serviced Companion Loan and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes each Rating Agency notice of such notice Event of terminationDefault, unless such Event of Default shall have been cured or waived.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2006-Iq12), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2006-Iq12)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of the first (1st) paragraph of Section 9.30(a)8.28, specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by the Master Servicer to the Certificate Administrator shall be made, shall be given promptly in writing by the Special Master Servicer to the Trustee and the Certificate Administrator no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special Master Servicer (other than the rights and duties obligation of the Special Master Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 pay to the Certificate Administrator the amounts remaining in the Collection Account as set forth below and 9.28 hereofthe obligations of the Master Servicer to the Trustee and the Trust that survive termination of this Agreement as provided herein) shall terminate and the Special Master Servicer shall transfer to the Master Servicer Certificate Administrator the amounts remaining in each REO the Collection Account (and any sub-account) after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the Collection Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Master Servicer pursuant to clause (ii) of the first (1st) paragraph of Section 9.30(a)8.28, or on the date on which a written notice of termination is given to the Master Servicer pursuant to clause (iii) of the first (1st) paragraph of Section 8.28 all authority, power and rights of the Special Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminateterminate (except for any rights relating to indemnification, subject to the Special Servicer’s right to receive unpaid servicing compensation or unreimbursed Advances and indemnification as expressly related interest); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Master Servicer be effective until the Trustee or other a successor Special Servicer master servicer shall have (i) succeeded the Special Master Servicer as successor Special Servicermaster servicer, (ii) notified the Special Master Servicer of such designation, succession and such successor Special Servicer shall have (iii) assumed the Special Master Servicer’s obligations and responsibilities, responsibilities under this Agreement pursuant to a writing executed by the successor master servicer and delivered to each of the other parties hereto. Except as set forth in an agreement substantially provided in the form hereofnext sentence, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the Special Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, if the Master Servicer is terminated as a result of an event described in Section 8.28(a)(v), 8.28(a)(vi) or 8.28(a)(vii), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to the Master Servicer and shall use commercially reasonable efforts within ninety (90) days of assuming the duties of the Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of the Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Master Servicer agrees to cooperate with the Trustee and the Certificate Administrator in effecting the termination of the Special Master Servicer’s responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special Master Servicer’s functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Master Servicer in any REO the Collection Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If (i) the date specified in Master Servicer receives a written notice of termination given to the Special Servicer (A) pursuant to clause (ii) of the first (1st) paragraph of Section 9.30(a)8.28 relating solely to a Servicer Termination Event set forth in clause (viii) or (ix) of Section 8.28(a) or (B) pursuant to Section 8.21 and (ii) the Master Servicer provides the Trustee with the appropriate “request for proposal” materials within five (5) Business Days after receipt of such written notice of termination, all authority, power and then the Trustee shall promptly thereafter (using such “request for proposal” materials provided by the Master Servicer) solicit good faith bids for the rights of to service the Special Servicer Mortgage Loans under this Agreement from at least three (3) but no more than five (5) Qualified Bidders or, if three (3) Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee’s request, the Master Servicer shall supply the Trustee with the names of Persons from whom to solicit such bids. In no event shall the Trustee be responsible if less than three (3) Qualified Bidders submit bids for the right to service the Mortgage Loans under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, as a condition of its bid, to (i) enter into this Agreement as successor master servicer and (ii) agree to be bound by the terms hereof, not later than thirty (30) days after termination of the Master Servicer hereunder. The Trustee shall select the Qualified Bidder with the highest cash bid (the “Successful Bidder”) to act as successor master servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor master servicer pursuant to the terms hereof, and in connection therewith to deliver the amount of the Successful Bidder’s cash bid to the Trustee or its designee by wire transfer of immediately available funds to an account specified by the Trustee or its designee no later than 10:00 a.m. New York City time on the date specified for the assignment and assumption of the servicing rights hereunder.
(e) Upon the assignment and acceptance of the servicing rights hereunder to and by the Successful Bidder and receipt of such cash bid, the Trustee shall remit or cause to be remitted to the terminated Master Servicer the amount of such cash bid received from the Successful Bidder (net of all out-of-pocket expenses incurred in connection with obtaining such bid and transferring servicing) by wire transfer of immediately available funds to an account specified by the terminated Master Servicer no later than 1:00 p.m. New York City time on the date specified for the assignment and assumption of the servicing rights hereunder.
(f) If the Successful Bidder has not entered into this Agreement as successor Master Servicer within thirty (30) days after the termination of the Master Servicer hereunder or no Successful Bidder was identified within such 30-day period, the Trustee shall have no further obligations under Section 8.29(c) and may act or may select another successor to act as Master Servicer hereunder in accordance with Section 8.29(b).
(g) If the Master Servicer is terminated as a result of an event described in Section 8.28(a)(viii), then the Master Servicer shall have the right to enter into a sub-servicing agreement or primary servicing agreement with the successor master servicer with respect to all applicable Mortgage Loans that are not subject to a sub-servicing agreement or primary servicing agreement, if the applicable Serviced Pari Passu Mortgage LoanMaster Servicer (i) is acting as master servicer in a commercial mortgage loan securitization that was rated by Mxxxx’x within the twelve (12) month period prior to the date of determination, whether and Mxxxx’x has not downgraded or withdrawn the then current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such Mortgage Loan is master servicer as master servicer of such commercial mortgage securities as the sole or material reason for such downgrade or withdrawal (or placement on watch) and (ii) has a Specially Serviced Mortgage Loan master servicer rating of at least “CMS3” from Fitch.
(h) If the Trustee or otherwisean Affiliate acts pursuant to this Section 8.29 as successor to the resigning or terminated Master Servicer, shall terminateit may reduce the Master Servicer’s Excess Servicing Fee Rate to the extent that its or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. The If the Trustee is hereby authorized and empowered elects to execute and deliverappoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 8.29, on behalf it may reduce the Master Servicer’s Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and Trustee) for the Trustee to do or accomplish all other acts or things necessary or appropriate to effect appoint a qualified successor Master Servicer that meets the purposes requirements of such notice of terminationthis Section 8.29.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2012-C6), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2012-C6)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a8.28(a), specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by a Master Servicer to the Paying Agent shall be made, shall be given promptly in writing by the Special such Master Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special such Master Servicer (other than the rights obligation of such Master Servicer to pay to the Paying Agent the amounts remaining in the applicable Certificate Account as set forth below and duties the obligations of such Master Servicer to the Special Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 Trustee and 9.28 hereofthe Trust as provided herein) shall terminate and the Special such Master Servicer shall transfer to the Master Servicer Paying Agent the amounts remaining in each REO the applicable Certificate Account (and any sub-account) after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the applicable Certificate Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special a Master Servicer pursuant to clause (ii) of Section 9.30(a8.28(a), or on the date on which a written notice of termination is given to a Master Servicer pursuant to clause (iii) of Section 8.28(a) all authority, power and rights of the Special such Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate, subject terminate (except for any rights relating to the Special Servicer’s right to receive unpaid servicing compensation and indemnification as expressly or unreimbursed Advances); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special such Master Servicer be effective until the Trustee or other a successor Special Servicer servicer shall have succeeded the Special such Master Servicer as successor Special Servicerservicer, subject to approval by the Rating Agencies, notified the Special such Master Servicer of such designation, designation and such successor Special Servicer servicer shall have assumed the Special such Master Servicer’s 's obligations and responsibilitiesresponsibilities hereunder and under the Primary Servicing Agreements, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Except as provided in the next sentence, the Trustee or other successor Special Servicer may not succeed the Special a Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special such Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, in the event that a Master Servicer is terminated as a result of an event described in Section 8.28(b)(v), 8.28(b)(vi) or 8.28(b)(vii), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to such Master Servicer and shall use commercially reasonable efforts within 90 days of assuming the duties of such Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of such Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special such Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Servicer agrees Master Servicers agree to cooperate with the Trustee and the Paying Agent in effecting the termination of the Special a Master Servicer’s 's responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special such Master Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special such Master Servicer in any REO the Certificate Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On the date specified in .
(c) If a Master Servicer receives a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a8.28(a) relating solely to an Event of Default set forth in clause (viii), all authority(ix) or (x) of Section 8.28(b) or an Event of Default caused by a default of a Primary Servicer under its Primary Servicing Agreement, power and if such Master Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by such Master Servicer) solicit good faith bids for the rights of to service the Special Servicer Mortgage Loans under this Agreement from at least three but no more than five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many Persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, such Master Servicer shall supply the Trustee with respect the names of Persons from whom to solicit such bids. In no event shall the Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage Loans under this Agreement.
(d) Each bid proposal shall require any Qualified Bidder, as a condition of its bid, to enter into this Agreement as successor Master Servicer, and to agree to be bound by the terms hereof and the terms of the Primary Servicing Agreements, not later than 45 days after termination of the applicable Serviced Pari Passu Mortgage Loan, whether such Mortgage Loan is a Specially Serviced Mortgage Loan or otherwise, shall terminateMaster Servicer hereunder. The Trustee is hereby authorized shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the applicable Master Servicer may direct) (the "Successful Bidder") to act as successor Master Servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant to the terms hereof, and empowered in connection therewith to execute and deliver, on behalf deliver the amount of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and Successful Bidder's cash bid to do or accomplish all other acts or things necessary or appropriate the Trustee by wire transfer of immediately available funds to effect an account specified by the purposes of such notice of termination.Trustee no later than 10:00 a.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2006-Iq12), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2006-Iq12)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of the first (1st) paragraph of Section 9.30(a)8.28, specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by the Master Servicer to the Certificate Administrator shall be made, shall be given promptly in writing by the Special Master Servicer to the Trustee and the Certificate Administrator no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special Master Servicer (other than the rights and duties obligation of the Special Master Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 pay to the Certificate Administrator the amounts remaining in the Collection Account as set forth below and 9.28 hereofthe obligations of the Master Servicer to the Trustee and the Trust that survive termination of this Agreement as provided herein) shall terminate and the Special Master Servicer shall transfer to the Master Servicer Certificate Administrator the amounts remaining in each REO the Collection Account (and any sub-account) after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the Collection Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Master Servicer pursuant to clause (ii) of the first (1st) paragraph of Section 9.30(a)8.28, or on the date on which a written notice of termination is given to the Master Servicer pursuant to clause (iii) of the first (1st) paragraph of Section 8.28 all authority, power and rights of the Special Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminateterminate (except for any rights relating to indemnification, subject to the Special Servicer’s right to receive unpaid servicing compensation or unreimbursed Advances and indemnification as expressly related interest); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Master Servicer be effective until the Trustee or other a successor Special Servicer master servicer shall have (i) succeeded the Special Master Servicer as successor Special Servicermaster servicer, (ii) notified the Special Master Servicer of such designation, succession and such successor Special Servicer shall have (iii) assumed the Special Master Servicer’s obligations and responsibilities, responsibilities under this Agreement pursuant to a writing executed by the successor master servicer and delivered to each of the other parties hereto. Except as set forth in an agreement substantially provided in the form hereofnext sentence, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the Special Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, if the Master Servicer is terminated as a result of an event described in Section 8.28(a)(v), 8.28(a)(vi) or 8.28(a)(vii), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to the Master Servicer and shall use commercially reasonable efforts within ninety (90) days of assuming the duties of the Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of the Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Servicer Master Xxxxxxxx agrees to cooperate with the Trustee Trustee, the Custodian and the Certificate Administrator in effecting the termination of the Special Master Servicer’s responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special Master Servicer’s functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Master Servicer in any REO the Collection Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If (i) the date specified in Master Servicer receives a written notice of termination given to the Special Servicer (A) pursuant to clause (ii) of the first (1st) paragraph of Section 9.30(a)8.28 relating solely to a Servicer Termination Event set forth in clause (viii) or (ix) of Section 8.28(a) or (B) pursuant to Section 8.21 and (ii) the Master Servicer provides the Trustee with the appropriate “request for proposal” materials within five (5) Business Days after receipt of such written notice of termination, all authority, power and then the Trustee shall promptly thereafter (using such “request for proposal” materials provided by the Master Servicer) solicit good faith bids for the rights of to service the Special Servicer Mortgage Loans under this Agreement from at least three (3) but no more than five (5) Qualified Bidders or, if three (3) Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee’s request, the Master Servicer shall supply the Trustee with respect the names of Persons from whom to solicit such bids. In no event shall the applicable Serviced Pari Passu Trustee be responsible if less than three (3) Qualified Bidders submit bids for the right to service the Mortgage LoanLoans under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, whether such Mortgage Loan is as a Specially Serviced Mortgage Loan or otherwisecondition of its bid, shall terminateto (i) enter into this Agreement as successor master servicer (ii) obtain a Rating Agency Confirmation from S&P prior to becoming the successor master servicer hereunder and (iii) agree to be bound by the terms hereof, not later than sixty (60) days after termination of the Master Servicer hereunder. The Trustee is hereby authorized shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) (the “Successful Bidder”) to act as successor master servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor master servicer pursuant to the terms hereof, and empowered in connection therewith to execute and deliver, on behalf deliver the amount of the Special Successful Bidder’s cash bid to the Trustee or its designee by wire transfer of immediately available funds to an account specified by the Trustee or its designee no later than 10:00 a.m. New York City time on the date specified for the assignment and assumption of the servicing rights hereunder.
(e) Upon the assignment and acceptance of the servicing rights hereunder to and by the Successful Bidder and receipt of such cash bid, the Trustee shall remit or cause to be remitted to the terminated Master Servicer the amount of such cash bid received from the Successful Bidder (net of all out-of-pocket expenses incurred in connection with obtaining such bid and transferring servicing) by wire transfer of immediately available funds to an account specified by the terminated Master Servicer no later than 1:00 p.m. New York City time on the date specified for the assignment and assumption of the servicing rights hereunder.
(f) If the Successful Bidder has not entered into this Agreement as successor Master Servicer within thirty (30) days after the termination of the Master Servicer hereunder or no Successful Bidder was identified within such 30-day period, the Trustee shall have no further obligations under Section 8.29(c) and may act or may select another successor to act as Master Servicer hereunder in accordance with Section 8.29(b).
(g) [Reserved].
(h) If the Trustee or an Affiliate acts pursuant to this Section 8.29 as successor to the resigning or terminated Master Servicer, it may reduce the Excess Servicing Fee Rate to the extent that its or such Affiliate’s compensation as attorney-in-fact successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or otherwiseterminated Master Servicer other than itself or an Affiliate pursuant to this Section 8.29, any and all documents and other instruments, and it may reduce the Excess Servicing Fee Rate to do or accomplish all other acts or things the extent reasonably necessary or appropriate (in the sole discretion of the Trustee) for the Trustee to effect appoint a qualified successor Master Servicer that meets the purposes requirements of such notice of terminationthis Section 8.29.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C8), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C8)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a8.28(a), specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by the Master Servicer to the Paying Agent shall be made, shall be given promptly in writing by the Special Master Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special Master Servicer (other than the rights and duties obligation of the Special Master Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 pay to the Paying Agent the amounts remaining in the Certificate Account as set forth below and 9.28 hereofthe obligations of the Master Servicer to the Trustee and the Trust and the Fiscal Agent as provided herein) shall terminate and the Special Master Servicer shall transfer to the Master Servicer Paying Agent the amounts remaining in each REO the Certificate Account (and any sub-account) after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the Certificate Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Master Servicer pursuant to clause (ii) of Section 9.30(a8.28(a), or on the date on which a written notice of termination is given to the Master Servicer pursuant to clause (iii) of Section 8.28(a) all authority, power and rights of the Special Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminateterminate (except for any rights relating to unpaid servicing compensation or unreimbursed Advances or, subject if the terminated Master Servicer is Xxxxx Fargo Bank, National Association, its rights to the Special Servicer’s right to receive compensation and indemnification as expressly Excess Servicing Fee); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Master Servicer be effective until the Trustee or other a successor Special Servicer servicer shall have succeeded the Special Master Servicer as successor Special Servicerservicer, subject to approval by the Rating Agencies, notified the Special Master Servicer of such designation, designation and such successor Special Servicer servicer shall have assumed the Special Master Servicer’s 's obligations and responsibilitiesresponsibilities hereunder and under the Primary Servicing Agreements, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage LoansLoans and, in the circumstances set forth in the last sentence of Section 8.28(c), -174- entered into a new primary servicing agreement with the predecessor Master Servicer in substantially the same form as Exhibit AA attached hereto. The Except as provided in the next sentence, the Trustee or other successor Special Servicer may not succeed the Special Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, in the event that the Master Servicer is terminated as a result of an event described in Section 8.28(b)(vii), 8.28(b)(viii) or 8.28(b)(ix), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to the Master Servicer and shall use commercially reasonable efforts within 90 days of assuming the duties of the Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of the Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Master Servicer agrees to cooperate with the Trustee Trustee, the Paying Agent and the Fiscal Agent in effecting the termination of the Special Master Servicer’s 's responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special Master Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Master Servicer in any REO the Certificate Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If the date specified in Master Servicer receives a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a8.28(a) relating solely to an Event of Default set forth in clause (v), all authority(vi) or (x) of Section 8.28(b), power and if the Master Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Master Servicer) solicit good faith bids for the rights of to service the Special Servicer Mortgage Loans under this Agreement from at least three but no more than five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Master Servicer shall supply the Trustee with respect the names of Persons from whom to solicit such bids. In no event shall the applicable Serviced Pari Passu Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage LoanLoans under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, whether such Mortgage Loan is as a Specially Serviced Mortgage Loan or otherwisecondition of its bid, shall terminateto enter into this Agreement as successor Master Servicer, and to agree to be bound by the terms hereof and the terms of the Primary Servicing Agreements, not later than 30 days after termination of the Master Servicer hereunder. The Trustee is hereby authorized shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) (the "Successful Bidder") to act as successor Master Servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant to the terms hereof, and empowered in connection therewith to execute and deliver, on behalf deliver the amount of the Special ServicerSuccessful Bidder's cash bid to the Trustee by wire transfer of immediately available funds to an account specified by the Trustee no later than 10:00 a.m. New York City time on the date specified for the assignment and assumption of the servicing rights hereunder.
(e) Upon the assignment and acceptance of the servicing rights hereunder to and by the Successful Bidder and receipt of such cash bid, the Trustee shall remit or cause to be remitted to the terminated Master Servicer the amount of such cash bid received from the Successful Bidder (net of all out-of-pocket expenses incurred in connection with obtaining such bid and transferring servicing) by wire transfer of immediately available funds to an account specified by the terminated Master Servicer no later than 1:00 p.m. New York City time on the date specified for the assignment and assumption of the servicing rights hereunder.
(f) If the Successful Bidder has not entered into this Agreement as attorneysuccessor Master Servicer within 30 days after the termination of the Master Servicer hereunder or no Successful Bidder was identified within such 30-in-fact day period, the Trustee shall have no further obligations under Section 8.29(c) and may act or otherwisemay select another successor to act as Master Servicer hereunder in accordance with Section 8.29(b).
(g) Notwithstanding anything to the contrary in this Section 8.29, any the successor master servicer must assume all of the obligations of the terminated Master Servicer under the Primary Servicing Agreements (and all documents and other instruments, and the subservicing agreement (in effect as of the date hereof) of GMAC Commercial Mortgage Corporation) as a condition precedent to do or accomplish all other acts or things necessary or appropriate to effect the its becoming Master Servicer hereunder. For purposes of such notice the foregoing provisions of terminationSection 8.29(c), the phrase "rights to service" shall be construed to exclude those servicing rights and duties as to which Xxxxx Fargo Bank, National Association has made an election for the execution of a primary servicing agreement as contemplated by Section 8.28(c).
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Morgan Stanley Dean Witter Capital I Inc), Pooling and Servicing Agreement (Morgan Stanley Dean Witter Capital I Inc)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a8.28(a), specifying the Distribution Servicer Remittance Date upon which the final distribution transfer by the Servicer to the Paying Agent shall be made, shall be given promptly in writing by the Special Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special Servicer (other than the rights and duties obligation of the Special Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 pay to the Paying Agent the amounts remaining in the Certificate Account as set forth below and 9.28 hereofthe obligations of the Servicer to the Trustee and the Trust and the Fiscal Agent as provided herein) shall terminate and the Special Servicer shall transfer to the Master Servicer Paying Agent the amounts remaining in each REO the Certificate Account after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the Certificate Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) . On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a8.28(a), or on the date on which a written notice of termination is given to the Servicer pursuant to clause (iii) of Section 8.28(a) all authority, power and rights of the Special Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate, subject to the Special Servicer’s right to receive compensation and indemnification as expressly ; provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Servicer be effective until the Trustee or other a successor Special Servicer servicer shall have succeeded the Special Servicer as successor Special Servicerservicer, notified the Special Servicer of such designation, a Rating Agency Confirmation shall have been obtained from each Rating Agency with respect to such designation, and such successor Special Servicer servicer shall have assumed the Special Servicer’s 's obligations and responsibilities, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Except as provided in the next sentence, the Trustee or other successor Special Servicer may not succeed the Special Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Servicer pursuant to Section 9.20 hereof and otherwise complies with 8.22(b) hereof. Notwithstanding the foregoing sentence, in the event that the Servicer is terminated as a result of an event described in Section 9.30(g8.28(b)(vi). The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer8.28(b)(vii) or 8.28(b)(viii), as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Special Servicer agrees to cooperate with the Trustee in effecting the termination shall act as successor servicer immediately upon delivery of the Special Servicer’s responsibilities and rights hereunder as Special Servicer including, without limitation, providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer designated by the Trustee to assume the Special Servicer’s functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Servicer in any REO Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) and shall use its best efforts within 90 days of Section 9.30(a), all authority, power and rights assuming the duties of the Special Servicer under this Agreement with respect to the applicable Serviced Pari Passu Mortgage Loan, whether such Mortgage Loan is a Specially Serviced Mortgage Loan or otherwise, shall terminate. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and either to do or accomplish all other acts or things necessary or appropriate to effect satisfy the purposes conditions of such notice of termination.Section
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Inc)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a8.28(a), specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by the Master Servicer to the Trustee shall be made, shall be given promptly in writing by the Special Master Servicer to the Trustee and the Certificate Administrator no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special Master Servicer (other than the rights and duties obligation of the Special Master Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 pay to the Trustee the amounts remaining in the Certificate Account as set forth below and 9.28 hereofthe obligations of the Master Servicer to the Trustee and the Trust as provided herein) shall terminate and the Special Master Servicer shall transfer to the Master Servicer Trustee the amounts remaining in each REO the Certificate Account after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the Certificate Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Master Servicer pursuant to clause (ii) of Section 9.30(a8.28(a), or on the date on which a written notice of termination is given to the Master Servicer pursuant to clause (iii) of Section 8.28(a) all authority, power and rights of the Special Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate, subject terminate (except for any rights relating to the Special Servicer’s right to receive unpaid servicing compensation and indemnification as expressly or unreimbursed Advances); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Master Servicer be effective until a successor servicer, which has been approved by the Trustee or other successor Special Servicer Operating Adviser (such approval not to be unreasonably withheld), shall have succeeded the Special Master Servicer as successor Special Servicerservicer; provided, further, such successor servicer shall have obtained a Rating Agency Confirmation from each Rating Agency and such successor servicer shall have notified the Special Master Servicer of such designation, and such successor Special Servicer servicer shall have assumed the Special Master Servicer’s 's obligations and responsibilitiesresponsibilities hereunder and under the Sub-Servicing Agreements, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The If the Operating Adviser has not responded within 15 days after notice of such proposed successor, the proposed successor shall be deemed approved by the Operating Adviser; provided, however, that with respect to any single event of succession of the Master Servicer, the Operating Adviser will have the right to withhold its consent to successive proposals for a successor Master Servicer for a period of up to 60 days after its first notice of a proposed successor and thereafter, the consent of the Operating Adviser will no longer be required. Except as provided in the next sentence, the Trustee or other successor Special Servicer may not succeed the Special Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, in the event that the Master Servicer is terminated as a result of an event described in Section 8.28(b)(viii), 8.28(b)(ix) or 8.28(b)(x), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to the Master Servicer and shall use commercially reasonable efforts within 90 days of assuming the duties of the Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of the Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Master Servicer agrees to cooperate with the Trustee in effecting the termination of the Special Master Servicer’s 's responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special Master Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Master Servicer in any REO the Certificate Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If the date specified in Master Servicer receives a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a8.28(a) relating solely to an Event of Default set forth in clause (v) or (vii) of Section 8.28(b), all authority, power and then the Master Servicer shall promptly solicit good faith bids for the rights of to service the Special Servicer Mortgage Loans under this Agreement from Qualified Bidders.
(d) Each bid proposal shall require any Successful Bidder, as a condition of its bid, to enter into this Agreement as successor Master Servicer, and to agree to be bound by the terms hereof and of the Sub-Servicing Agreements, not later than 60 days after termination of the Master Servicer hereunder. The Master Servicer shall select, subject to approval by the Operating Adviser (such approval not to be unreasonably withheld), the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) (the "Successful Bidder") to act as successor Master Servicer hereunder, provided that the Trustee shall have received the Rating Agency Confirmation from each Rating Agency; provided, further, however, that if the Operating Adviser does not respond to such request for approval within 15 days after notice of such proposed successor, such successor shall be deemed approved by the Operating Adviser; provided, however, that with respect to any single event of succession of the applicable Serviced Pari Passu Mortgage LoanMaster Servicer, whether such Mortgage Loan is the Operating Adviser will have the right to withhold its consent to successive proposals for a Specially Serviced Mortgage Loan or otherwisesuccessor Master Servicer for a period of up to 60 days after its first notice of a proposed successor and thereafter, shall terminatethe consent of the Operating Adviser will no longer be required. The Trustee is hereby authorized shall direct the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant to the terms hereof, and empowered in connection therewith to execute and deliver, on behalf deliver the amount of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and Successful Bidder's cash bid to do or accomplish all other acts or things necessary or appropriate the Trustee by wire transfer of immediately available funds to effect an account specified by the purposes of such notice of termination.Trustee no later than 10:00 a.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Dean Witter Capital I Trust 2001-PPM)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a8.28(a), specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by the Master Servicer to the Trustee shall be made, shall be given promptly in writing by the Special Master Servicer to the Trustee and the Certificate Administrator no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special Master Servicer (other than the rights and duties obligation of the Special Master Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 the Trustee and 9.28 hereofthe Trust and the Fiscal Agent as provided herein) shall terminate and the Special Master Servicer shall transfer to the Master Servicer Trustee the amounts remaining in each REO the Certificate Account (and any sub-account) after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the Certificate Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Master Servicer pursuant to clause (ii) of Section 9.30(a8.28(a), or on the date on which a written notice of termination is given to the Master Servicer pursuant to clause (iii) of Section 8.28(a) all authority, power and rights of the Special Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminateterminate (except for any rights relating to unpaid servicing compensation or unreimbursed Advances or, subject if the terminated Master Servicer is Xxxxx Fargo Bank, National Association, its rights to the Special Servicer’s right to receive compensation and indemnification as expressly Excess Servicing Fee); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Master Servicer be effective until the Trustee or other a successor Special Servicer servicer shall have succeeded the Special Master Servicer as successor Special Servicerservicer, subject to approval by the Rating Agencies, notified the Special Master Servicer of such designation, designation and such successor Special Servicer servicer shall have assumed the Special Master Servicer’s 's obligations and responsibilitiesresponsibilities hereunder, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage LoansLoans and, in the circumstances set forth in the last sentence of Section 8.28(b), entered into a new primary servicing agreement with the predecessor Master Servicer in substantially the same form as Exhibit AA attached hereto. The Except as provided in the next sentence, the Trustee or other successor Special Servicer may not succeed the Special Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, in the event that the Master Servicer is terminated as a result of an event described in Section 8.28(a)(v), 8.28(a)(vi) or 8.28(a)(vii), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to the Master Servicer and shall use commercially reasonable efforts within 90 days of assuming the duties of the Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of the Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Master Servicer agrees to cooperate with the Trustee and the Fiscal Agent in effecting the termination of the Special Master Servicer’s 's responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special Master Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Master Servicer in any REO the Certificate Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If the date specified in Master Servicer receives a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a8.28(a) relating solely to an Event of Default set forth in clause (viii), all authority(ix) or (x) of Section 8.28(a), power and if the Master Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Master Servicer) solicit good faith bids for the rights of to service the Special Servicer Mortgage Loans under this Agreement from at least three but no more than five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Master Servicer shall supply the Trustee with respect the names of Persons from whom to solicit such bids. In no event shall the applicable Serviced Pari Passu Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage LoanLoans under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, whether such Mortgage Loan is as a Specially Serviced Mortgage Loan or otherwisecondition of its bid, shall terminateto enter into this Agreement as successor Master Servicer, and to agree to be bound by the terms, not later than 30 days after termination of the Master Servicer hereunder. The Trustee is hereby authorized shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) (the "Successful Bidder") to act as successor Master Servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant to the terms hereof, and empowered in connection therewith to execute and deliver, on behalf deliver the amount of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and Successful Bidder's cash bid to do or accomplish all other acts or things necessary or appropriate the Trustee by wire transfer of immediately available funds to effect an account specified by the purposes of such notice of termination.Trustee no later than 10:00 a.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Dean Witter Cap I Inc Capital I Tr 2004-Hq3)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a8.28(a), specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by the Master Servicer to the Paying Agent shall be made, shall be given promptly in writing by the Special Master Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special Master Servicer (other than the rights and duties obligation of the Special Master Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 pay to the Paying Agent the amounts remaining in the Certificate Account as set forth below and 9.28 hereofthe obligations of the Master Servicer to the Trustee and the Trust and the Fiscal Agent as provided herein) shall terminate and the Special Master Servicer shall transfer to the Master Servicer Paying Agent the amounts remaining in each REO the Certificate Account (and any sub-account) after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the Certificate Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Master Servicer pursuant to clause (ii) of Section 9.30(a8.28(a), or on the date on which a written notice of termination is given to the Master Servicer pursuant to clause (iii) of Section 8.28(a) all authority, power and rights of the Special Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminateterminate (except for any rights relating to unpaid servicing compensation or unreimbursed Advances or, subject if the terminated Master Servicer is Xxxxx Fargo Bank, National Association, its rights to the Special Servicer’s right to receive compensation and indemnification as expressly Excess Servicing Fee); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Master Servicer be effective until the Trustee or other a successor Special Servicer servicer shall have succeeded the Special Master Servicer as successor Special Servicerservicer, subject to approval by the Rating Agencies, notified the Special Master Servicer of such designation, designation and such successor Special Servicer servicer shall have assumed the Special Master Servicer’s 's obligations and responsibilitiesresponsibilities hereunder and under the Primary Servicing Agreements, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage LoansLoans and, in the circumstances set forth in the last sentence of Section 8.28(c), entered into a new primary servicing agreement with the predecessor Master Servicer in substantially the same form as Exhibit AA attached hereto. The Except as provided in the next sentence, the Trustee or other successor Special Servicer may not succeed the Special Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, in the event that the Master Servicer is terminated as a result of an event described in Section 8.28(a)(vii), 8.28(a)(viii) or 8.28(a)(ix), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to the Master Servicer and shall use commercially reasonable efforts within 90 days of assuming the duties of the Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of the Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Master Servicer agrees to cooperate with the Trustee Trustee, the Paying Agent and the Fiscal Agent in effecting the termination of the Special Master Servicer’s 's responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special Master Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Master Servicer in any REO the Certificate Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If the date specified in Master Servicer receives a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights 8.28(a) relating solely to an Event of the Special Servicer under this Agreement with respect to the applicable Serviced Pari Passu Mortgage Loan, whether such Mortgage Loan is a Specially Serviced Mortgage Loan Default set forth in clause (v) or otherwise, shall terminate. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination.(x) of
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Dean Witter Cap I Inc Dep for Series 2001-Top)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a8.28(a), specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by a Master Servicer to the Paying Agent shall be made, shall be given promptly in writing by the Special such Master Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special such Master Servicer (other than the rights obligation of such Master Servicer to pay to the Paying Agent the amounts remaining in the applicable Certificate Account as set forth below and duties the obligations of such Master Servicer to the Special Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 Trustee and 9.28 hereofthe Trust as provided herein) shall terminate and the Special such Master Servicer shall transfer to the Master Servicer Paying Agent the amounts remaining in each REO the applicable Certificate Account (and any sub-account) after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the applicable Certificate Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special a Master Servicer pursuant to clause (ii) of Section 9.30(a8.28(a), or on the date on which a written notice of termination is given to a Master Servicer pursuant to clause (iii) of Section 8.28(a) all authority, power and rights of the Special such Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminateterminate (except for any rights relating to unpaid servicing compensation, subject unreimbursed Advances or, if the terminated Master Servicer is NCB, FSB, the Excess Servicing Fee with respect to the Special Servicer’s right to receive compensation its Mortgages Loans and indemnification as expressly all indemnities and exculpations set forth herein); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special such Master Servicer be effective until the Trustee or other a successor Special Servicer servicer shall have succeeded the Special such Master Servicer as successor Special Servicerservicer, subject to approval by the Rating Agencies, notified the Special such Master Servicer of such designation, designation and such successor Special Servicer servicer shall have assumed the Special such Master Servicer’s 's obligations and responsibilitiesresponsibilities hereunder and under the Primary Servicing Agreements, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Except as provided in the next sentence, the Trustee or other successor Special Servicer may not succeed the Special a Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special such Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, in the event that a Master Servicer is terminated as a result of an event described in Section 8.28(b)(v), 8.28(b)(vi) or 8.28(b)(vii), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to such Master Servicer and shall use commercially reasonable efforts within 90 days of assuming the duties of such Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of such Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special such Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Servicer agrees Master Servicers agree to cooperate with the Trustee and the Paying Agent in effecting the termination of the Special a Master Servicer’s 's responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special such Master Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special such Master Servicer in any REO the Certificate Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On the date specified in .
(c) If a Master Servicer receives a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a8.28(a) relating solely to an Event of Default set forth in clause (viii), all authority(ix) or (x) of Section 8.28(b) or an Event of Default caused by a default of a Primary Servicer under its Primary Servicing Agreement, power and if such Master Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by such Master Servicer) solicit good faith bids for the rights of to service the Special Servicer Mortgage Loans under this Agreement from at least three but no more than five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many Persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, such Master Servicer shall supply the Trustee with respect the names of Persons from whom to solicit such bids. In no event shall the Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage Loans under this Agreement.
(d) Each bid proposal shall require any Qualified Bidder, as a condition of its bid, to enter into this Agreement as successor Master Servicer, and to agree to be bound by the terms hereof and the terms of the Primary Servicing Agreements, not later than 45 days after termination of the applicable Serviced Pari Passu Mortgage Loan, whether such Mortgage Loan is a Specially Serviced Mortgage Loan or otherwise, shall terminateMaster Servicer hereunder. The Trustee is hereby authorized shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the applicable Master Servicer may direct) (the "Successful Bidder") to act as successor Master Servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant to the terms hereof, and empowered in connection therewith to execute and deliver, on behalf deliver the amount of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and Successful Bidder's cash bid to do or accomplish all other acts or things necessary or appropriate the Trustee by wire transfer of immediately available funds to effect an account specified by the purposes of such notice of termination.Trustee no later than 10:00 a.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2006-Iq11)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a8.28(a), specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by a Master Servicer to the Paying Agent shall be made, shall be given promptly in writing by the Special such Master Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special such Master Servicer (other than the rights obligation of such Master Servicer to pay to the Paying Agent the amounts remaining in the applicable Certificate Account as set forth below and duties the obligations of such Master Servicer to the Special Servicer pursuant to Sections 9.8Trustee, 9.21, 9.23, 9.24 the Trust and 9.28 hereofthe Fiscal Agent as provided herein) shall terminate and the Special such Master Servicer shall transfer to the Master Servicer Paying Agent the amounts remaining in each REO the applicable Certificate Account (and any sub-account) after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the applicable Certificate Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special a Master Servicer pursuant to clause (ii) of Section 9.30(a8.28(a), or on the date on which a written notice of termination is given to a Master Servicer pursuant to clause (iii) of Section 8.28(a) all authority, power and rights of the Special such Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminateterminate (except for any rights relating to unpaid servicing compensation, subject unreimbursed Advances or, if the terminated Master Servicer is Wells Fargo Bank, National Association or NCB, FSB, the Excess Servicxxx Xee with respect to the Special Servicer’s right to receive compensation its Mortgages Loans and indemnification as expressly all indemnities and exculpations set forth herein); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special such Master Servicer be effective until the Trustee or other a successor Special Servicer servicer shall have succeeded the Special such Master Servicer as successor Special Servicerservicer, subject to approval by the Rating Agencies, notified the Special such Master Servicer of such designation, designation and such successor Special Servicer servicer shall have assumed the Special such Master Servicer’s 's obligations and responsibilitiesresponsibilities hereunder and under the Primary Servicing Agreements, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Except as provided in the next sentence, the Trustee or other successor Special Servicer may not succeed the Special a Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special such Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, in the event that a Master Servicer is terminated as a result of an event described in Section 8.28(b)(v), 8.28(b)(vi) or 8.28(b)(vii), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to such Master Servicer and shall use commercially reasonable efforts within 90 days of assuming the duties of such Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of such Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special such Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Servicer agrees Master Servicers agree to cooperate with the Trustee Trustee, the Paying Agent and the Fiscal Agent in effecting the termination of the Special a Master Servicer’s 's responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special such Master Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special such Master Servicer in any REO the Certificate Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On the date specified in .
(c) If a Master Servicer receives a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a)8.28(a) relating solely to an Event of Default set forth in clause (viii) or (ix) of Section 8.28(b) or an Event of Default caused by a default of a Primary Servicer under its Primary Servicing Agreement, all authorityand if such Master Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, power and then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by such Master Servicer) solicit good faith bids for the rights of to service the Special Servicer Mortgage Loans under this Agreement from at least three but no more than five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many Persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, such Master Servicer shall supply the Trustee with respect the names of Persons from whom to solicit such bids. In no event shall the Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage Loans under this Agreement.
(d) Each bid proposal shall require any Qualified Bidder, as a condition of its bid, to enter into this Agreement as successor Master Servicer, and to agree to be bound by the terms hereof and the terms of the Primary Servicing Agreements, not later than 30 days after termination of the applicable Serviced Pari Passu Mortgage Loan, whether such Mortgage Loan is a Specially Serviced Mortgage Loan or otherwise, shall terminateMaster Servicer hereunder. The Trustee is hereby authorized shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the applicable Master Servicer may direct) (the "Successful Bidder") to act as successor Master Servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant to the terms hereof, and empowered in connection therewith to execute and deliver, on behalf deliver the amount of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and Successful Bidder's cash bid to do or accomplish all other acts or things necessary or appropriate the Trustee by wire transfer of immediately available funds to effect an account specified by the purposes of such notice of termination.Trustee no later than 10:00 a.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2005 IQ9)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a8.28(a), specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by a Master Servicer to the Paying Agent shall be made, shall be given promptly in writing by the Special such Master Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special such Master Servicer (other than the rights obligation of such Master Servicer to pay to the Paying Agent the amounts remaining in the applicable Certificate Account as set forth below and duties the obligations of such Master Servicer to the Special Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 Trustee and 9.28 hereofthe Trust as provided herein) shall terminate and the Special such Master Servicer shall transfer to the Master Servicer Paying Agent the amounts remaining in each REO the applicable Certificate Account (and any sub-account) after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the applicable Certificate Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special a Master Servicer pursuant to clause (ii) of Section 9.30(a8.28(a), or on the date on which a written notice of termination is given to a Master Servicer pursuant to clause (iii) of Section 8.28(a) all authority, power and rights of the Special such Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate, subject terminate (except for any rights relating to the Special Servicer’s right to receive unpaid servicing compensation and indemnification as expressly or unreimbursed Advances; provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special such Master Servicer be effective until the Trustee or other a successor Special Servicer servicer shall have succeeded the Special such Master Servicer as successor Special Servicerservicer, subject to approval by the Rating Agencies, notified the Special such Master Servicer of such designation, designation and such successor Special Servicer servicer shall have assumed the Special such Master Servicer’s 's obligations and responsibilitiesresponsibilities hereunder and under the Primary Servicing Agreements, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Except as provided in the next sentence, the Trustee or other successor Special Servicer may not succeed the Special a Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special such Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, in the event that a Master Servicer is terminated as a result of an event described in Section 8.28(b)(v), 8.28(b)(vi) or 8.28(b)(vii), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to such Master Servicer and shall use commercially reasonable efforts within 90 days of assuming the duties of such Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of such Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special such Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Servicer agrees Master Servicers agree to cooperate with the Trustee and the Paying Agent in effecting the termination of the Special a Master Servicer’s 's responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special such Master Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special such Master Servicer in any REO the Certificate Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On the date specified in .
(c) If a Master Servicer receives a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a8.28(a) relating solely to an Event of Default set forth in clause (viii), all authority(ix) or (x) of Section 8.28(b) or an Event of Default caused by a default of a Primary Servicer under its Primary Servicing Agreement, power and if such Master Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by such Master Servicer) solicit good faith bids for the rights of to service the Special Servicer Mortgage Loans under this Agreement from at least three but no more than five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many Persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, such Master Servicer shall supply the Trustee with respect the names of Persons from whom to solicit such bids. In no event shall the Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage Loans under this Agreement.
(d) Each bid proposal shall require any Qualified Bidder, as a condition of its bid, to enter into this Agreement as successor Master Servicer, and to agree to be bound by the terms hereof and the terms of the Primary Servicing Agreements, not later than 45 days after termination of the applicable Serviced Pari Passu Mortgage Loan, whether such Mortgage Loan is a Specially Serviced Mortgage Loan or otherwise, shall terminateMaster Servicer hereunder. The Trustee is hereby authorized shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the applicable Master Servicer may direct) (the "Successful Bidder") to act as successor Master Servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant to the terms hereof, and empowered in connection therewith to execute and deliver, on behalf deliver the amount of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and Successful Bidder's cash bid to do or accomplish all other acts or things necessary or appropriate the Trustee by wire transfer of immediately available funds to effect an account specified by the purposes of such notice of termination.Trustee no later than 10:00 a.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2007-Iq15)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a8.28(a), specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by the Master Servicer to the Paying Agent shall be made, shall be given promptly in writing by the Special Master Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special Master Servicer (other than the rights and duties obligation of the Special Master Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 pay to the Paying Agent the amounts remaining in the Certificate Account as set forth below and 9.28 hereofthe obligations of the Master Servicer to the Trustee and the Trust and the Fiscal Agent as provided herein) shall terminate and the Special Master Servicer shall transfer to the Master Servicer Paying Agent the amounts remaining in each REO the Certificate Account after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the Certificate Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Master Servicer pursuant to clause (ii) of Section 9.30(a8.28(a), or on the date on which a written notice of termination is given to the Master Servicer pursuant to clause (iii) of Section 8.28(a) all authority, power and rights of the Special Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminateterminate (except for any rights relating to unpaid servicing compensation or unreimbursed Advances or, subject if the terminated Master Servicer is Xxxxx Fargo Bank, National Association, its rights to the Special Servicer’s right to receive compensation and indemnification as expressly Excess Servicing Fee); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Master Servicer be effective until the Trustee or other a successor Special Servicer servicer shall have succeeded the Special Master Servicer as successor Special Servicerservicer, notified the Special Master Servicer of such designation, and such successor Special Servicer servicer shall have assumed the Special Master Servicer’s 's obligations and responsibilitiesresponsibilities hereunder and under the Primary Servicing Agreements, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Except as provided in the next sentence, the Trustee or other successor Special Servicer may not succeed the Special Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, in the event that the Master Servicer is terminated as a result of an event described in Section 8.28(b)(viii), 8.28(b)(ix) or 8.28(b)(x), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to the Master Servicer and shall use its best efforts within 90 days of assuming the duties of the Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of the Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Master Servicer agrees to cooperate with the Trustee Trustee, the Paying Agent and the Fiscal Agent in effecting the termination of the Special Master Servicer’s 's responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special Master Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Master Servicer in any REO the Certificate Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If the date specified in Master Servicer receives a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a8.28(a) relating solely to an Event of Default set forth in clause (v), all authority(vi) or (vii) of Section 8.28(b), power and if the Master Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Master Servicer) solicit good faith bids for the rights of to service the Special Servicer Mortgage Loans under this Agreement from at least three Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Master Servicer shall supply the Trustee with respect the names of Persons from whom to solicit such bids. In no event shall the applicable Serviced Pari Passu Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage LoanLoans under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, whether such Mortgage Loan is as a Specially Serviced Mortgage Loan or otherwisecondition of its bid, shall terminateto enter into this Agreement as successor Master Servicer, and to agree to be bound by the terms hereof and the terms of the Primary Servicing Agreements, not later than 30 days after termination of the Master Servicer hereunder. The Trustee is hereby authorized shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) (the "Successful Bidder") to act as successor Master Servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant to the terms hereof, and empowered in connection therewith to execute and deliver, on behalf deliver the amount of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and Successful Bidder's cash bid to do or accomplish all other acts or things necessary or appropriate the Trustee by wire transfer of immediately available funds to effect an account specified by the purposes of such notice of termination.Trustee no later than 10:00 a.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Dean Witter Capital I Inc Series 2000 Life1)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a8.28(a), specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by a Master Servicer to the Paying Agent shall be made, shall be given promptly in writing by the Special such Master Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special such Master Servicer (other than the rights obligation of such Master Servicer to pay to the Paying Agent the amounts remaining in the applicable Certificate Account as set forth below and duties the obligations of such Master Servicer to the Special Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 Trustee and 9.28 hereofthe Trust as provided herein) shall terminate and the Special such Master Servicer shall transfer to the Master Servicer Paying Agent the amounts remaining in each REO the applicable Certificate Account (and any sub-account) after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the applicable Certificate Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special a Master Servicer pursuant to clause (ii) of Section 9.30(a8.28(a), or on the date on which a written notice of termination is given to a Master Servicer pursuant to clause (iii) of Section 8.28(a) all authority, power and rights of the Special such Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminateterminate (except for any rights relating to unpaid servicing compensation, subject unreimbursed Advances or, if the terminated Master Servicer is NCB, FSB, the Excess Servicing Fee with respect to the Special Servicer’s right to receive compensation its Mortgages Loans and indemnification as expressly all indemnities and exculpations set forth herein); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special such Master Servicer be effective until the Trustee or other a successor Special Servicer servicer shall have succeeded the Special such Master Servicer as successor Special Servicerservicer, subject to approval by the Rating Agencies, notified the Special such Master Servicer of such designation, designation and such successor Special Servicer servicer shall have assumed the Special such Master Servicer’s 's obligations and responsibilitiesresponsibilities hereunder and under the Primary Servicing Agreements, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Except as provided in the next sentence, the Trustee or other successor Special Servicer may not succeed the Special a Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special such Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, in the event that a Master Servicer is terminated as a result of an event described in Section 8.28(b)(v), 8.28(b)(vi) or 8.28(b)(vii), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to such Master Servicer and shall use commercially reasonable efforts within 90 days of assuming the duties of such Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of such Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special such Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Servicer agrees Master Servicers agree to cooperate with the Trustee and the Paying Agent in effecting the termination of the Special a Master Servicer’s 's responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special such Master Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special such Master Servicer in any REO the Certificate Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On the date specified in .
(c) If a Master Servicer receives a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a)8.28(a) relating solely to an Event of Default set forth in clause (viii) or (ix) of Section 8.28(b) or an Event of Default caused by a default of a Primary Servicer under its Primary Servicing Agreement, all authorityand if such Master Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, power and then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by such Master Servicer) solicit good faith bids for the rights of to service the Special Servicer Mortgage Loans under this Agreement from at least three but no more than five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many Persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, such Master Servicer shall supply the Trustee with respect the names of Persons from whom to solicit such bids. In no event shall the Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage Loans under this Agreement.
(d) Each bid proposal shall require any Qualified Bidder, as a condition of its bid, to enter into this Agreement as successor Master Servicer, and to agree to be bound by the terms hereof and the terms of the Primary Servicing Agreements, not later than 45 days after termination of the applicable Serviced Pari Passu Mortgage Loan, whether such Mortgage Loan is a Specially Serviced Mortgage Loan or otherwise, shall terminateMaster Servicer hereunder. The Trustee is hereby authorized shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the applicable Master Servicer may direct) (the "Successful Bidder") to act as successor Master Servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant to the terms hereof, and empowered in connection therewith to execute and deliver, on behalf deliver the amount of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and Successful Bidder's cash bid to do or accomplish all other acts or things necessary or appropriate the Trustee by wire transfer of immediately available funds to effect an account specified by the purposes of such notice of termination.Trustee no later than 10:00 a.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2005 IQ10)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of the first (1st) paragraph of Section 9.30(a)8.28, specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by the Master Servicer to the Certificate Administrator shall be made, shall be given promptly in writing by the Special Master Servicer to the Trustee and the Certificate Administrator no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special Master Servicer (other than the rights and duties obligation of the Special Master Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 pay to the Certificate Administrator the amounts remaining in the Collection Account as set forth below and 9.28 hereofthe obligations of the Master Servicer to the Trustee and the Trust that survive termination of this Agreement as provided herein) shall terminate and the Special Master Servicer shall transfer to the Master Servicer Certificate Administrator the amounts remaining in each REO the Collection Account (and any sub-account) after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the Collection Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Master Servicer pursuant to clause (ii) of the first (1st) paragraph of Section 9.30(a)8.28, or on the date on which a written notice of termination is given to the Master Servicer pursuant to clause (iii) of the first (1st) paragraph of Section 8.28 all authority, power and rights of the Special Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminateterminate (except for any rights relating to indemnification, subject to the Special Servicer’s right to receive unpaid servicing compensation or unreimbursed Advances and indemnification as expressly related interest); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Master Servicer be effective until the Trustee or other a successor Special Servicer master servicer shall have (i) succeeded the Special Master Servicer as successor Special Servicermaster servicer, (ii) notified the Special Master Servicer of such designation, succession and such successor Special Servicer shall have (iii) assumed the Special Master Servicer’s obligations and responsibilities, responsibilities under this Agreement pursuant to a writing executed by the successor master servicer and delivered to each of the other parties hereto. Except as set forth in an agreement substantially provided in the form hereofnext sentence, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the Special Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, if the Master Servicer is terminated as a result of an event described in Section 8.28(a)(v), 8.28(a)(vi) or 8.28(a)(vii), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to the Master Servicer and shall use commercially reasonable efforts within ninety (90) days of assuming the duties of the Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of the Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Master Servicer agrees to cooperate with the Trustee Trustee, the Custodian and the Certificate Administrator in effecting the termination of the Special Master Servicer’s responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special Master Servicer’s functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Master Servicer in any REO the Collection Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If (i) the date specified in Master Servicer receives a written notice of termination given to the Special Servicer (A) pursuant to clause (ii) of the first (1st) paragraph of Section 9.30(a)8.28 relating solely to a Servicer Termination Event set forth in clause (viii) or (ix) of Section 8.28(a) or (B) pursuant to Section 8.21 and (ii) the Master Servicer provides the Trustee with the appropriate “request for proposal” materials within five (5) Business Days after receipt of such written notice of termination, all authority, power and then the Trustee shall promptly thereafter (using such “request for proposal” materials provided by the Master Servicer) solicit good faith bids for the rights of to service the Special Servicer Mortgage Loans under this Agreement from at least three (3) but no more than five (5) Qualified Bidders or, if three (3) Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee’s request, the Master Servicer shall supply the Trustee with the names of Persons from whom to solicit such bids. In no event shall the Trustee be responsible if less than three (3) Qualified Bidders submit bids for the right to service the Mortgage Loans under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, as a condition of its bid, to (i) enter into this Agreement as successor master servicer and (ii) agree to be bound by the terms hereof, not later than thirty (30) days after termination of the Master Servicer hereunder. The Trustee shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) (the “Successful Bidder”) to act as successor master servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor master servicer pursuant to the terms hereof, and in connection therewith to deliver the amount of the Successful Bidder’s cash bid to the Trustee or its designee by wire transfer of immediately available funds to an account specified by the Trustee or its designee no later than 10:00 a.m. New York City time on the date specified for the assignment and assumption of the servicing rights hereunder.
(e) Upon the assignment and acceptance of the servicing rights hereunder to and by the Successful Bidder and receipt of such cash bid, the Trustee shall remit or cause to be remitted to the terminated Master Servicer the amount of such cash bid received from the Successful Bidder (net of all out-of-pocket expenses incurred in connection with obtaining such bid and transferring servicing) by wire transfer of immediately available funds to an account specified by the terminated Master Servicer no later than 1:00 p.m. New York City time on the date specified for the assignment and assumption of the servicing rights hereunder.
(f) If the Successful Bidder has not entered into this Agreement as successor Master Servicer within thirty (30) days after the termination of the Master Servicer hereunder or no Successful Bidder was identified within such 30-day period, the Trustee shall have no further obligations under Section 8.29(c) and may act or may select another successor to act as Master Servicer hereunder in accordance with Section 8.29(b).
(g) If the Master Servicer is terminated as a result of an event described in Section 8.28(a)(viii), then the Master Servicer shall have the right to enter into a sub-servicing agreement or primary servicing agreement with the successor master servicer with respect to all applicable Mortgage Loans that are not subject to a sub-servicing agreement or primary servicing agreement, if the applicable Serviced Pari Passu Mortgage LoanMaster Servicer is acting as primary servicer in a commercial mortgage loan securitization that was rated by DBRS and a commercial mortgage loan securitization that was rated by Xxxxx’x, whether in each case within the twelve (12) month period prior to the date of determination, and neither DBRS nor Xxxxx’x has downgraded or withdrawn the then current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such Mortgage Loan is primary servicer as primary servicer of such commercial mortgage securities as the sole or material reason for such downgrade or withdrawal (or placement on watch) or, in the case of each such Rating Agency, be otherwise acceptable to such Rating Agency as evidenced by a Specially Serviced Mortgage Loan Rating Agency Confirmation.
(h) If the Trustee or otherwisean Affiliate acts pursuant to this Section 8.29 as successor to the resigning or terminated Master Servicer, shall terminateit may reduce the Excess Servicing Fee Rate to the extent that its or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. The If the Trustee is hereby authorized and empowered elects to execute and deliverappoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 8.29, on behalf it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and Trustee) for the Trustee to do or accomplish all other acts or things necessary or appropriate to effect appoint a qualified successor Master Servicer that meets the purposes requirements of such notice of terminationthis Section 8.29.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C9)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of the first (1st) paragraph of Section 9.30(a)8.28, specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by the Master Servicer to the Certificate Administrator shall be made, shall be given promptly in writing by the Special Master Servicer to the Trustee and the Certificate Administrator no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special Master Servicer (other than the rights and duties obligation of the Special Master Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 pay to the Certificate Administrator the amounts remaining in the Collection Account as set forth below and 9.28 hereofthe obligations of the Master Servicer to the Trustee and the Trust that survive termination of this Agreement as provided herein) shall terminate and the Special Master Servicer shall transfer to the Master Servicer Certificate Administrator the amounts remaining in each REO the Collection Account (and any sub-account) after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the Collection Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Master Servicer pursuant to clause (ii) of the first (1st) paragraph of Section 9.30(a)8.28, or on the date on which a written notice of termination is given to the Master Servicer pursuant to clause (iii) of the first (1st) paragraph of Section 8.28 all authority, power and rights of the Special Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminateterminate (except for any rights relating to indemnification, subject to the Special Servicer’s right to receive unpaid servicing compensation or unreimbursed Advances and indemnification as expressly related interest); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Master Servicer be effective until the Trustee or other a successor Special Servicer master servicer shall have (i) succeeded the Special Master Servicer as successor Special Servicermaster servicer, (ii) notified the Special Master Servicer of such designation, succession and such successor Special Servicer shall have (iii) assumed the Special Master Servicer’s obligations and responsibilities, responsibilities under this Agreement pursuant to a writing executed by the successor master servicer and delivered to each of the other parties hereto. Except as set forth in an agreement substantially provided in the form hereofnext sentence, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the Special Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, if the Master Servicer is terminated as a result of an event described in Section 8.28(a)(v), 8.28(a)(vi) or 8.28(a)(vii), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to the Master Servicer and shall use commercially reasonable efforts within ninety (90) days of assuming the duties of the Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of the Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Master Servicer agrees to cooperate with the Trustee Trustee, the Custodian and the Certificate Administrator in effecting the termination of the Special Master Servicer’s responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special Master Servicer’s functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Master Servicer in any REO the Collection Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If (i) the date specified in Master Servicer receives a written notice of termination given to the Special Servicer (A) pursuant to clause (ii) of the first (1st) paragraph of Section 9.30(a)8.28 relating solely to a Servicer Termination Event set forth in clause (viii) or (ix) of Section 8.28(a) or (B) pursuant to Section 8.21 and (ii) the Master Servicer provides the Trustee with the appropriate “request for proposal” materials within five (5) Business Days after receipt of such written notice of termination, all authority, power and then the Trustee shall promptly thereafter (using such “request for proposal” materials provided by the Master Servicer) solicit good faith bids for the rights of to service the Special Servicer Mortgage Loans under this Agreement from at least three (3) but no more than five (5) Qualified Bidders or, if three (3) Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee’s request, the Master Servicer shall supply the Trustee with the names of Persons from whom to solicit such bids. In no event shall the Trustee be responsible if less than three (3) Qualified Bidders submit bids for the right to service the Mortgage Loans under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, as a condition of its bid, to (i) enter into this Agreement as successor master servicer and (ii) agree to be bound by the terms hereof, not later than thirty (30) days after termination of the Master Servicer hereunder. The Trustee shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) (the “Successful Bidder”) to act as successor master servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor master servicer pursuant to the terms hereof, and in connection therewith to deliver the amount of the Successful Bidder’s cash bid to the Trustee or its designee by wire transfer of immediately available funds to an account specified by the Trustee or its designee no later than 10:00 a.m. New York City time on the date specified for the assignment and assumption of the servicing rights hereunder.
(e) Upon the assignment and acceptance of the servicing rights hereunder to and by the Successful Bidder and receipt of such cash bid, the Trustee shall remit or cause to be remitted to the terminated Master Servicer the amount of such cash bid received from the Successful Bidder (net of all out-of-pocket expenses incurred in connection with obtaining such bid and transferring servicing) by wire transfer of immediately available funds to an account specified by the terminated Master Servicer no later than 1:00 p.m. New York City time on the date specified for the assignment and assumption of the servicing rights hereunder.
(f) If the Successful Bidder has not entered into this Agreement as successor Master Servicer within thirty (30) days after the termination of the Master Servicer hereunder or no Successful Bidder was identified within such 30-day period, the Trustee shall have no further obligations under Section 8.29(c) and may act or may select another successor to act as Master Servicer hereunder in accordance with Section 8.29(b).
(g) If the Master Servicer is terminated as a result of an event described in Section 8.28(a)(viii), then the Master Servicer shall have the right to enter into a sub-servicing agreement or primary servicing agreement with the successor master servicer with respect to all applicable Mortgage Loans that are not subject to a sub-servicing agreement or primary servicing agreement, if the applicable Serviced Pari Passu Mortgage LoanMaster Servicer is acting as primary servicer in a commercial mortgage loan securitization that was rated by DBRS and a commercial mortgage loan securitization that was rated by Moody’s, whether in each case within the twelve (12) month period prior to the date of determination, and neither DBRS nor Moody’s has downgraded or withdrawn the then current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such Mortgage Loan is primary servicer as primary servicer of such commercial mortgage securities as the sole or material reason for such downgrade or withdrawal (or placement on watch) or, in the case of each such Rating Agency, be otherwise acceptable to such Rating Agency as evidenced by a Specially Serviced Mortgage Loan Rating Agency Confirmation.
(h) If the Trustee or otherwisean Affiliate acts pursuant to this Section 8.29 as successor to the resigning or terminated Master Servicer, shall terminateit may reduce the Excess Servicing Fee Rate to the extent that its or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. The If the Trustee is hereby authorized and empowered elects to execute and deliverappoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 8.29, on behalf it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and Trustee) for the Trustee to do or accomplish all other acts or things necessary or appropriate to effect appoint a qualified successor Master Servicer that meets the purposes requirements of such notice of terminationthis Section 8.29.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C9)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a), specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Special Servicer to the Trustee and the Certificate Administrator no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the final Distribution Date will occur. Upon any such termination, the rights and duties of the Special Servicer (other than the rights and duties of the Special Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.23 and 9.24 and 9.28 hereof) shall terminate and the Special Servicer shall transfer to the Master Servicer the amounts remaining in each REO Account and shall thereafter terminate each REO Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate, subject to the Special Servicer’s right to receive compensation and indemnification as expressly provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Servicer be effective until the Trustee or other successor Special Servicer shall have succeeded the Special Servicer as successor Special Servicer, notified the Special Servicer of such designation, and such successor Special Servicer shall have assumed the Special Servicer’s 's obligations and responsibilities, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the Special Servicer as Special Servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Servicer pursuant to Section 9.20 hereof and otherwise complies with Section 9.30(g)hereof. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Special Servicer agrees to cooperate with the Trustee and the Fiscal Agent in effecting the termination of the Special Servicer’s 's responsibilities and rights hereunder as Special Servicer including, without limitation, providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer designated by the Trustee to assume the Special Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Servicer in any REO Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If the date specified in Special Servicer receives a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a) relating solely to an event set forth in Section 9.30(b)(v), all authorityand if the Special Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, power and then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Special Servicer) solicit good faith bids for the rights of the to be appointed as Special Servicer under this Agreement from at least three but no more than five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Special Servicer shall supply the Trustee with respect the names of Persons from whom to solicit such bids. In no event shall the applicable Serviced Pari Passu Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage LoanLoans under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, whether such Mortgage Loan is as a Specially Serviced Mortgage Loan or otherwisecondition of its bid, shall terminateto enter into this Agreement as successor Special Servicer, and to agree to be bound by the terms hereof, not later than 30 days after termination of the Special Servicer hereunder. The Trustee shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) that is hereby authorized also acceptable to the Operating Adviser (the "Successful Bidder") to act as successor Special Servicer hereunder. If no bidder is acceptable to the Operating Adviser, the Operating Adviser shall appoint the successor Special Servicer after consultation with the Controlling Class, provided that the successor Special Servicer so appointed must be bound by the terms of this Agreement and empowered there must be delivered a Rating Agency Confirmation in connection with such appointment. The Trustee shall direct the Successful Bidder to execute and deliver, on behalf enter into this Agreement as successor Special Servicer pursuant to the terms hereof not later than 30 days after the termination of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instrumentsServicer hereunder, and in connection therewith to do or accomplish all other acts or things necessary or appropriate deliver the amount of the Successful Bidder's cash bid to effect the purposes Trustee by wire transfer of such notice of termination.immediately available funds to an account specified by the Trustee no later than 10:00 a.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Dean Witter Capital I Inc)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (ii)(B) of Section 9.30(a), specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Special Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan REO Property or (ii) the sixth (6th) day of the month in which the final Distribution Date will occur. Upon any such termination, the rights and duties of the Special Servicer (other than the rights and duties of the Special Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.23 and 9.24 and 9.28 hereof) shall terminate and the Special Servicer shall transfer to the Master Servicer the amounts remaining in each REO Account and shall thereafter terminate each REO Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate, subject to the Special Servicer’s right to receive compensation and indemnification as expressly ; provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Servicer be effective until the Trustee or other successor Special Servicer shall have succeeded the Special Servicer as successor Special Servicer, notified the Special Servicer of such designation, and such successor Special Servicer shall have assumed the Special Servicer’s 's obligations and responsibilities, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the Special Servicer as Special Servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Servicer pursuant to Section 9.20 hereof and otherwise complies with Section 9.30(g)hereof. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Special Servicer agrees to cooperate with the Trustee in effecting the termination of the Special Servicer’s 's responsibilities and rights hereunder as Special Servicer including, without limitation, providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer designated by the Trustee to assume the Special Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Servicer in any the applicable REO Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement with respect to the applicable Serviced Pari Passu Mortgage Loan, whether such Mortgage Loan is a Specially Serviced Mortgage Loan or otherwise, shall terminate. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Dean Witter Capital I Inc)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a8.28(a), specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by the Master Servicer to the Paying Agent shall be made, shall be given promptly in writing by the Special Master Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special Master Servicer (other than the rights and duties obligation of the Special Master Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 pay to the Paying Agent the amounts remaining in the Certificate Account as set forth below and 9.28 hereofthe obligations of the Master Servicer to the Trustee and the Trust and the Fiscal Agent as provided herein) shall terminate and the Special Master Servicer shall transfer to the Master Servicer Paying Agent the amounts remaining in each REO the Certificate Account (and any sub-account) after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the Certificate Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Master Servicer pursuant to clause (ii) of Section 9.30(a8.28(a), or on the date on which a written notice of termination is given to the Master Servicer pursuant to clause (iii) of Section 8.28(a) all authority, power and rights of the Special Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminateterminate (except for any rights relating to unpaid servicing compensation or unreimbursed Advances or, subject if the terminated Master Servicer is Xxxxx -210- Fargo Bank, National Association, its rights to the Special Servicer’s right to receive compensation and indemnification as expressly Excess Servicing Fee); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Master Servicer be effective until the Trustee or other a successor Special Servicer servicer shall have succeeded the Special Master Servicer as successor Special Servicerservicer, subject to approval by the Rating Agencies, notified the Special Master Servicer of such designation, designation and such successor Special Servicer servicer shall have assumed the Special Master Servicer’s 's obligations and responsibilitiesresponsibilities hereunder and under the Primary Servicing Agreements, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage LoansLoans and, in the circumstances set forth in the last sentence of Section 8.28(b), entered into a new primary servicing agreement with the predecessor Master Servicer in substantially the same form as Exhibit AA attached hereto. The Except as provided in the next sentence, the Trustee or other successor Special Servicer may not succeed the Special Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, in the event that the Master Servicer is terminated as a result of an event described in Section 8.28(a)(vii), 8.28(a)(viii) or 8.28(a)(ix), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to the Master Servicer and shall use commercially reasonable efforts within 90 days of assuming the duties of the Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of the Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Master Servicer agrees to cooperate with the Trustee Trustee, the Paying Agent and the Fiscal Agent in effecting the termination of the Special Master Servicer’s 's responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special Master Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Master Servicer in any REO the Certificate Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If the date specified in Master Servicer receives a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a8.28(a) relating solely to an Event of Default set forth in clause (v), all authority(vi) or (x) of Section 8.28(a), power and if the Master Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Master Servicer) solicit good faith bids for the rights of to service the Special Servicer Mortgage Loans under this Agreement from at least three but no more than five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Master Servicer shall supply the Trustee with respect the names of Persons from whom to solicit such bids. In no event shall the applicable Serviced Pari Passu Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage Loan, whether such Mortgage Loan is a Specially Serviced Mortgage Loan or otherwise, Loans under this Agreement.
(d) Each bid proposal shall terminate. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicerrequire any Successful Bidder, as attorney-in-fact or otherwisea condition of its bid, any and all documents and other instrumentsto enter into this Agreement as successor Master Servicer, and to do or accomplish all other acts or things necessary or appropriate agree to effect be bound by the purposes terms hereof and the terms of such notice of termination.the Primary Servicing Agreements, not later than 30 days after -211-
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Trust 2003-Top10)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a), specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Special Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the final Distribution Date will occur. Upon any such termination, the rights and duties of the Special Servicer (other than the rights and duties of the Special Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.23 and 9.24 and 9.28 hereof) shall terminate and the Special Servicer shall transfer to the Master Servicer the amounts remaining in each REO Account and shall thereafter terminate each REO Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate, subject to the Special Servicer’s right to receive compensation and indemnification as expressly provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Servicer be effective until the Trustee or other successor Special Servicer shall have succeeded the Special Servicer as successor Special Servicer, notified the Special Servicer of such designation, and such successor Special Servicer shall have assumed the Special Servicer’s 's obligations and responsibilities, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the Special Servicer as Special Servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Servicer pursuant to Section 9.20 hereof and otherwise complies with Section 9.30(g)hereof. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Special Servicer agrees to cooperate with the Trustee and the Fiscal Agent in effecting the termination of the Special Servicer’s 's responsibilities and rights hereunder as Special Servicer including, without limitation, providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer designated by the Trustee to assume the Special Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Servicer in any REO Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) the second sentence of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement with respect to the applicable Serviced Pari Passu Mortgage Loan, whether such Mortgage Loan is a Specially Serviced Mortgage Loan or otherwise, shall terminate. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination.
(c) If the Special Servicer receives a written notice of termination pursuant to clause (ii) of Section 9.30(a) relating solely to an event set forth in Section 9.30(b)(v) or (ix), and if the Special Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Special Servicer) solicit good faith bids for the rights to be appointed as Special Servicer under this Agreement from at least three but no more than five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Special Servicer shall supply the Trustee with the names of Persons from whom to solicit such bids. In no event shall the Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage Loans, any Serviced Companion Mortgage Loan and any B Note under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, as a condition of its bid, to enter into this Agreement as successor Special Servicer, and to agree to be bound by the terms hereof, not later than 30 days after termination of the Special Servicer hereunder. The Trustee shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) that is also acceptable to the Operating Adviser (the "Successful Bidder") to act as successor Special Servicer hereunder. If no bidder is acceptable to the Operating Adviser, the Operating Adviser shall appoint the successor Special Servicer after consultation with the Controlling Class, provided that the successor Special Servicer so appointed must be bound by the terms of this Agreement and there must be delivered a Rating Agency Confirmation (including with respect to any securities evidencing interests in the Serviced Companion Mortgage Loans) in connection with such appointment. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Special Servicer pursuant to the terms hereof not later than 30 days after the termination of the Special Servicer hereunder, and in connection therewith to deliver the amount of the Successful Bidder's cash bid to the Trustee by wire transfer of immediately available funds to an account specified by the Trustee no later than 10:00 a.m. New York City time on the date specified for the assignment and assumption of the servicing rights hereunder.
(e) Upon the assignment and acceptance of the servicing right hereunder to and by the Successful Bidder and receipt of such cash bid, the Trustee shall remit or cause to be remitted to the terminated Special Servicer the amount of such cash bid received from the Successful Bidder (net of out-of-pocket expenses incurred in connection with obtaining such bid and transferring servicing) by wire transfer of immediately available funds to an account specified by the terminated Special Servicer no later than 1:00 p.m. New York City time on the date specified for the assignment and assumption of the servicing rights hereunder.
(f) If the Successful Bidder has not entered into this Agreement as successor Special within 30 days after the termination of the Special Servicer hereunder or no Successful Bidder was identified within such 30-day period, the Trustee shall have no further obligations under Section 9.31(c) and may act or may select another successor to act as Special Servicer hereunder in accordance with Section 9.31(b).
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2004 HQ4)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a8.28(a), specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by the Master Servicer to the Paying Agent shall be made, shall be given promptly in writing by the Special Master Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special Master Servicer (other than the rights and duties obligation of the Special Master Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 pay to the Paying Agent the amounts remaining in the Certificate Account as set forth below and 9.28 hereofthe obligations of the Master Servicer to the Trustee and the Trust and the Fiscal Agent as provided herein) shall terminate and the Special Master Servicer shall transfer to the Master Servicer Paying Agent the amounts remaining in each REO the Certificate Account (and any sub-account) after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the Certificate Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Master Servicer pursuant to clause (ii) of Section 9.30(a8.28(a), or on the date on which a written notice of termination is given to the Master Servicer pursuant to clause (iii) of Section 8.28(a) all authority, power and rights of the Special Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminateterminate (except for any rights relating to unpaid servicing compensation or unreimbursed Advances or, subject if the terminated Master Servicer is Xxxxx Fargo Bank, National Association, its rights to the Special Servicer’s right to receive compensation and indemnification as expressly Excess Servicing Fee); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Master Servicer be effective until the Trustee or other a successor Special Servicer servicer shall have succeeded the Special Master Servicer as successor Special Servicerservicer, subject to approval by the Rating Agencies, notified the Special Master Servicer of such designation, designation and such successor Special Servicer servicer shall have assumed the Special Master Servicer’s 's obligations and responsibilitiesresponsibilities hereunder and under the Primary Servicing Agreement, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage LoansLoans and, in the circumstances set forth in the last sentence of Section 8.28(b), entered into a new primary servicing agreement with the predecessor Master Servicer in substantially the same form as Exhibit AA attached hereto. The Except as provided in the next sentence, the Trustee or other successor Special Servicer may not succeed the Special Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, in the event that the Master Servicer is terminated as a result of an event described in Section 8.28(a)(v), 8.28(a)(vi) or 8.28(a)(vii), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to the Master Servicer and shall use commercially reasonable efforts within 90 days of assuming the duties of the Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of the Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Master Servicer agrees to cooperate with the Trustee Trustee, the Paying Agent and the Fiscal Agent in effecting the termination of the Special Master Servicer’s 's responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special Master Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Master Servicer in any REO the Certificate Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If the date specified in Master Servicer receives a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a8.28(a) relating solely to an Event of Default set forth in clause (viii), all authority(ix) or (x) of Section 8.28(a), power and if the Master Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Master Servicer) solicit good faith bids for the rights of to service the Special Servicer Mortgage Loans under this Agreement from at least three but no more than five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Master Servicer shall supply the Trustee with respect the names of Persons from whom to solicit such bids. In no event shall the applicable Serviced Pari Passu Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage LoanLoans under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, whether such Mortgage Loan is as a Specially Serviced Mortgage Loan or otherwisecondition of its bid, shall terminateto enter into this Agreement as successor Master Servicer, and to agree to be bound by the terms hereof and the terms of the Primary Servicing Agreement, not later than 30 days after termination of the Master Servicer hereunder. The Trustee is hereby authorized shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) (the "Successful Bidder") to act as successor Master Servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant to the terms hereof, and empowered in connection therewith to execute and deliver, on behalf deliver the amount of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and Successful Bidder's cash bid to do or accomplish all other acts or things necessary or appropriate the Trustee by wire transfer of immediately available funds to effect an account specified by the purposes of such notice of termination.Trustee no later than 10:00 a.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stan Dean Wit Cap Com Mort Ps THR CRTS Ser 2003-Top13)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of the first paragraph of Section 9.30(a)8.28, specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by the Master Servicer to the Paying Agent shall be made, shall be given promptly in writing by the Special Master Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special Master Servicer (other than the rights and duties obligation of the Special Master Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 pay to the Paying Agent the amounts remaining in the Certificate Account as set forth below and 9.28 hereofthe obligations of the Master Servicer to the Trustee and the Trust as provided herein) shall terminate and the Special Master Servicer shall transfer to the Master Servicer Paying Agent the amounts remaining in each REO the Certificate Account (and any sub-account) after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the Certificate Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Master Servicer pursuant to clause (ii) of the first paragraph of Section 9.30(a)8.28, or on the date on which a written notice of termination is given to the Master Servicer pursuant to clause (iii) of the first paragraph of Section 8.28 all authority, power and rights of the Special Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminateterminate (except for any rights relating to indemnification, subject unpaid servicing compensation or unreimbursed Advances and related interest or, if the terminated Master Servicer is Wells Fargo Bank, National Association, its rights to the Special Servicer’s right to receive compensation and indemnification as expressly Excess Servicxxx Xee); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Master Servicer be effective until the Trustee or other a successor Special Servicer servicer shall have succeeded the Special Master Servicer as successor Special Servicerservicer, subject to approval by the Rating Agencies, notified the Special Master Servicer of such designation, designation and such successor Special Servicer servicer shall have assumed the Special Master Servicer’s 's obligations and responsibilitiesresponsibilities hereunder and under the Primary Servicing Agreement, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage LoansLoans and, in the circumstances set forth in the last sentence of Section 8.28(b), entered into a new primary servicing agreement with the predecessor Master Servicer in substantially the same form as Exhibit AA attached hereto. The Except as provided in the next sentence, the Trustee or other successor Special Servicer may not succeed the Special Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, in the event that the Master Servicer is terminated as a result of an event described in Section 8.28(a)(vii), 8.28(a)(viii) or 8.28(a)(ix), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to the Master Servicer and shall use commercially reasonable efforts within 90 days of assuming the duties of the Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of the Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Master Servicer agrees to cooperate with the Trustee and the Paying Agent in effecting the termination of the Special Master Servicer’s 's responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special Master Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Master Servicer in any REO the Certificate Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If (i) the date specified in Master Servicer receives a written notice of termination given to the Special Servicer (A) pursuant to clause (ii) of the first paragraph of Section 9.30(a8.28 relating solely to an Event of Default set forth in clause (v), all authority(vi), power (x) or (xi) of Section 8.28(a) or (B) pursuant to Section 8.21 and (ii) the Master Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Master Servicer) solicit good faith bids for the rights of to service the Special Servicer Mortgage Loans under this Agreement from at least three but no more than five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Master Servicer shall supply the Trustee with respect the names of Persons from whom to solicit such bids. In no event shall the applicable Serviced Pari Passu Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage LoanLoans under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, whether such Mortgage Loan is as a Specially Serviced Mortgage Loan or otherwisecondition of its bid, shall terminateto enter into this Agreement as successor Master Servicer, and to agree to be bound by the terms hereof and the terms of the Primary Servicing Agreement, not later than 30 days after termination of the Master Servicer hereunder. The Trustee is hereby authorized shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) (the "Successful Bidder") to act as successor Master Servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant to the terms hereof, and empowered in connection therewith to execute and deliver, on behalf deliver the amount of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and Successful Bidder's cash bid to do or accomplish all other acts or things necessary or appropriate the Trustee by wire transfer of immediately available funds to effect an account specified by the purposes of such notice of termination.Trustee no later than 10:00 a.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage SecuritiesTrust 2006-Top22)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a), specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Special Servicer to the Trustee and the Certificate Administrator no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the final Distribution Date will occur. Upon any such termination, the rights and duties of the Special Servicer (other than the rights and duties obligations of the Special Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.8 and 9.24 and 9.28 hereof) shall terminate and the Special Servicer shall transfer to the Master Servicer the amounts remaining in each REO Account and shall thereafter terminate each REO Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate, subject to the Special Servicer’s right to receive compensation and indemnification as expressly provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Servicer be effective until the Trustee or other successor Special Servicer shall have succeeded the Special Servicer as successor Special Servicer, notified the Special Servicer of such designation, and such successor Special Servicer shall have assumed the Special Servicer’s 's obligations and responsibilities, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the Special Servicer as Special Servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Servicer pursuant to Section 9.20 hereof and otherwise complies with Section 9.30(g)hereof. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Special Servicer agrees to cooperate with the Trustee and the Fiscal Agent in effecting the termination of the Special Servicer’s 's responsibilities and rights hereunder as Special Servicer including, without limitation, providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer designated by the Trustee to assume the Special Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Servicer 162 170 in any REO Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement with respect to the applicable Serviced Pari Passu Mortgage Loan, whether such Mortgage Loan is a Specially Serviced Mortgage Loan or otherwise, shall terminate. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Inc)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a8.28(a), specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by the Master Servicer to the Trustee shall be made, shall be given promptly in writing by the Special Master Servicer to the Trustee and the Certificate Administrator no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special Master Servicer (other than the rights and duties obligation of the Special Master Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 pay to the Trustee the amounts remaining in the Certificate Account as set forth below and 9.28 hereofthe obligations of the Master Servicer to the Trustee and the Trust and the Fiscal Agent as provided herein) shall terminate and the Special Master Servicer shall transfer to the Master Servicer Trustee the amounts remaining in each REO the Certificate Account after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the Certificate Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Master Servicer pursuant to clause (ii) of Section 9.30(a8.28(a), or on the date on which a written notice of termination is given to the Master Servicer pursuant to clause (iii) of Section 8.28(a) all authority, power and rights of the Special Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminateterminate (except for any rights relating to unpaid servicing compensation or unreimbursed Advances or, subject if the terminated Master Servicer is Xxxxx Fargo Bank, National Association, its rights to the Special Servicer’s right to receive compensation and indemnification as expressly Excess Servicing Fee); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Master Servicer be effective until the Trustee or other a successor Special Servicer servicer shall have succeeded the Special Master Servicer as successor Special Servicerservicer, notified the Special Master Servicer of such designation, and such successor Special Servicer servicer shall have assumed the Special Master Servicer’s 's obligations and responsibilitiesresponsibilities hereunder and under the Primary Servicing Agreements, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Except as provided in the next sentence, the Trustee or other successor Special Servicer may not succeed the Special Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, in the event that the Master Servicer is terminated as a result of an event described in Section 8.28(b)(vii), 8.28(b)(viii) or 8.28(b)(ix), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to the Master Servicer and shall use commercially reasonable efforts within 90 days of assuming the duties of the Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of the Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Master Servicer agrees to cooperate with the Trustee and the Fiscal Agent in effecting the termination of the Special Master Servicer’s 's responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special Master Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Master Servicer in any REO the Certificate Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If the date specified in Master Servicer receives a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a8.28(a) relating solely to an Event of Default set forth in clause (v) or (vi) of Section 8.28(b), all authorityand if the Master Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, power and then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Master Servicer) solicit good faith bids for the rights of to service the Special Servicer Mortgage Loans under this Agreement from no more that five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Master Servicer shall supply the Trustee with respect the names of Persons from whom to solicit such bids. In no event shall the applicable Serviced Pari Passu Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage LoanLoans under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, whether such Mortgage Loan is as a Specially Serviced Mortgage Loan or otherwisecondition of its bid, shall terminateto enter into this Agreement as successor Master Servicer, and to agree to be bound by the terms hereof and the terms of the Primary Servicing Agreements, not later than 30 days after termination of the Master Servicer hereunder. The Trustee is hereby authorized shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) (the "Successful Bidder") to act as successor Master Servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant to the terms hereof, and empowered in connection therewith to execute and deliver, on behalf deliver the amount of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and Successful Bidder's cash bid to do or accomplish all other acts or things necessary or appropriate the Trustee by wire transfer of immediately available funds to effect an account specified by the purposes of such notice of termination.Trustee no later than 10:00 a.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Dean Witter Capital I Inc)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of the first paragraph of Section 9.30(a)8.28, specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by the Master Servicer to the Paying Agent shall be made, shall be given promptly in writing by the Special Master Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special Master Servicer (other than the rights and duties obligation of the Special Master Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 pay to the Paying Agent the amounts remaining in the Certificate Account as set forth below and 9.28 hereofthe obligations of the Master Servicer to the Trustee and the Trust as provided herein) shall terminate and the Special Master Servicer shall transfer to the Master Servicer Paying Agent the amounts remaining in each REO the Certificate Account (and any sub-account) after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the Certificate Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Master Servicer pursuant to clause (ii) of the first paragraph of Section 9.30(a)8.28, or on the date on which a written notice of termination is given to the Master Servicer pursuant to clause (iii) of the first paragraph of Section 8.28 all authority, power and rights of the Special Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminateterminate (except for any rights relating to indemnification, subject unpaid servicing compensation or unreimbursed Advances and related interest or, if the terminated Master Servicer is Wells Fargo Bank, National xxxxxi Association, its rights to the Special Servicer’s right to receive compensation and indemnification as expressly Excess Servicing Fee); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Master Servicer be effective until the Trustee or other a successor Special Servicer servicer shall have succeeded the Special Master Servicer as successor Special Servicerservicer, subject to approval by the Rating Agencies, notified the Special Master Servicer of such designation, designation and such successor Special Servicer servicer shall have assumed the Special Master Servicer’s 's obligations and responsibilitiesresponsibilities hereunder and under the applicable Primary Servicing Agreement, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage LoansLoans and, in the circumstances set forth in the last sentence of Section 8.28(b), entered into a new primary servicing agreement with the predecessor Master Servicer in substantially the same form as Exhibit AA attached hereto. The Except as provided in the next sentence, the Trustee or other successor Special Servicer may not succeed the Special Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, in the event that the Master Servicer is terminated as a result of an event described in Section 8.28(a)(vii), 8.28(a)(viii) or 8.28(a)(ix), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to the Master Servicer and shall use commercially reasonable efforts within 90 days of assuming the duties of the Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of the Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Master Servicer agrees to cooperate with the Trustee and the Paying Agent, in effecting the termination of the Special Master Servicer’s 's responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special Master Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Master Servicer in any REO the Certificate Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If the date specified in Master Servicer receives a written notice of termination given to the Special Servicer pursuant to clause (ii) of the first paragraph of Section 9.30(a8.28 relating solely to an Event of Default set forth in clause (v), all authority(vi), power (x) or (xi) of Section 8.28(a), and if the Master Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Master Servicer) solicit good faith bids for the rights of to service the Special Servicer Mortgage Loans under this Agreement from at least three but no more than five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Master Servicer shall supply the Trustee with respect the names of Persons from whom to solicit such bids. In no event shall the Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage Loans under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, as a condition of its bid, to enter into this Agreement as successor Master Servicer, and to agree to be bound by the ccxxxii terms hereof and the terms of the applicable Serviced Pari Passu Mortgage LoanPrimary Servicing Agreement, whether such Mortgage Loan is a Specially Serviced Mortgage Loan or otherwise, shall terminatenot later than 30 days after termination of the Master Servicer hereunder. The Trustee is hereby authorized shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) (the "Successful Bidder") to act as successor Master Servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant to the terms hereof, and empowered in connection therewith to execute and deliver, on behalf deliver the amount of the Special ServicerSuccessful Bidder's cash bid to the Trustee by wire transfer of immediately available funds to an account specified by the Trustee no later than 10:00 a.m. New York City time on the date specified for the assignment and assumption of the servicing rights hereunder.
(e) Upon the assignment and acceptance of the servicing rights hereunder to and by the Successful Bidder and receipt of such cash bid, the Trustee shall remit or cause to be remitted to the terminated Master Servicer the amount of such cash bid received from the Successful Bidder (net of all out-of-pocket expenses incurred in connection with obtaining such bid and transferring servicing) by wire transfer of immediately available funds to an account specified by the terminated Master Servicer no later than 1:00 p.m. New York City time on the date specified for the assignment and assumption of the servicing rights hereunder.
(f) If the Successful Bidder has not entered into this Agreement as attorneysuccessor Master Servicer within 30 days after the termination of the Master Servicer hereunder or no Successful Bidder was identified within such 30-in-fact day period, the Trustee shall have no further obligations under Section 8.29(c) and may act or otherwisemay select another successor to act as Master Servicer hereunder in accordance with Section 8.29(b).
(g) Notwithstanding anything to the contrary in this Section 8.29, any and the successor master servicer must assume all documents and other instruments, and of the obligations of the terminated Master Servicer under the applicable Primary Servicing Agreement as a condition precedent to do or accomplish all other acts or things necessary or appropriate to effect the its becoming Master Servicer hereunder. For purposes of such notice the foregoing provisions of terminationSection 8.29(c), the phrase "rights to service" shall be construed to exclude those servicing rights and duties as to which Wells Fargo Bank, National Association has made an election for xxx xxecution of a primary servicing agreement as contemplated by Section 8.28(b).
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2006-Hq10)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of the first paragraph of Section 9.30(a)8.28, specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by the Master Servicer to the Paying Agent shall be made, shall be given promptly in writing by the Special Master Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special Master Servicer (other than the rights and duties obligation of the Special Master Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 pay to the Paying Agent the amounts remaining in the Certificate Account as set forth below and 9.28 hereofthe obligations of the Master Servicer to the Trustee and the Trust and the Fiscal Agent as provided herein) shall terminate and the Special Master Servicer shall transfer to the Master Servicer Paying Agent the amounts remaining in each REO the Certificate Account (and any sub-account) after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the Certificate Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Master Servicer pursuant to clause (ii) of the first paragraph of Section 9.30(a)8.28, or on the date on which a written notice of termination is given to the Master Servicer pursuant to clause (iii) of the first paragraph of Section 8.28 all authority, power and rights of the Special Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminateterminate (except for any rights relating to unpaid servicing compensation or unreimbursed Advances or, subject if the terminated Master Servicer is Wells Fargo Bank, National Association, its rights to the Special Servicer’s right to receive compensation and indemnification as expressly Excess Servicxxx Xee); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Master Servicer be effective until the Trustee or other a successor Special Servicer servicer shall have succeeded the Special Master Servicer as successor Special Servicerservicer, subject to approval by the Rating Agencies, notified the Special Master Servicer of such designation, designation and such successor Special Servicer servicer shall have assumed the Special Master Servicer’s 's obligations and responsibilitiesresponsibilities hereunder and under the Primary Servicing Agreement, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage LoansLoans and, in the circumstances set forth in the last sentence of Section 8.28(b), entered into a new primary servicing agreement with the predecessor Master Servicer in substantially the same form as Exhibit AA attached hereto. The Except as provided in the next sentence, the Trustee or other successor Special Servicer may not succeed the Special Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, in the event that the Master Servicer is terminated as a result of an event described in Section 8.28(a)(vii), 8.28(a)(viii) or 8.28(a)(ix), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to the Master Servicer and shall use commercially reasonable efforts within 90 days of assuming the duties of the Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of the Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Master Servicer agrees to cooperate with the Trustee Trustee, the Paying Agent and the Fiscal Agent in effecting the termination of the Special Master Servicer’s 's responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special Master Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Master Servicer in any REO the Certificate Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If the date specified in Master Servicer receives a written notice of termination given to the Special Servicer pursuant to clause (ii) of the first paragraph of Section 9.30(a8.28 relating solely to an Event of Default set forth in clause (v), all authority(vi) or (x) of Section 8.28(a), power and if the Master Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Master Servicer) solicit good faith bids for the rights of to service the Special Servicer Mortgage Loans under this Agreement from at least three but no more than five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Master Servicer shall supply the Trustee with respect the names of Persons from whom to solicit such bids. In no event shall the applicable Serviced Pari Passu Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage LoanLoans under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, whether such Mortgage Loan is as a Specially Serviced Mortgage Loan or otherwisecondition of its bid, shall terminateto enter into this Agreement as successor Master Servicer, and to agree to be bound by the terms hereof and the terms of the Primary Servicing Agreement, not later than 30 days after termination of the Master Servicer hereunder. The Trustee is hereby authorized shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) (the "Successful Bidder") to act as successor Master Servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant to the terms hereof, and empowered in connection therewith to execute and deliver, on behalf deliver the amount of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and Successful Bidder's cash bid to do or accomplish all other acts or things necessary or appropriate the Trustee by wire transfer of immediately available funds to effect an account specified by the purposes of such notice of termination.Trustee no later than 10:00 a.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Trust 2005-Top18)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of the first paragraph of Section 9.30(a)8.28, specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by the Master Servicer to the Paying Agent shall be made, shall be given promptly in writing by the Special Master Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special Master Servicer (other than -207- the rights and duties obligation of the Special Master Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 pay to the Paying Agent the amounts remaining in the Certificate Account as set forth below and 9.28 hereofthe obligations of the Master Servicer to the Trustee and the Trust as provided herein) shall terminate and the Special Master Servicer shall transfer to the Master Servicer Paying Agent the amounts remaining in each REO the Certificate Account (and any sub-account) after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the Certificate Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Master Servicer pursuant to clause (ii) of the first paragraph of Section 9.30(a)8.28, or on the date on which a written notice of termination is given to the Master Servicer pursuant to clause (iii) of the first paragraph of Section 8.28 all authority, power and rights of the Special Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminateterminate (except for any rights relating to indemnification, subject unpaid servicing compensation or unreimbursed Advances and related interest or, if the terminated Master Servicer is Wells Fargo Bank, National Association, its rights to the Special Servicer’s right to receive compensation and indemnification as expressly Excess Servicxxx Xee); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Master Servicer be effective until the Trustee or other a successor Special Servicer servicer shall have succeeded the Special Master Servicer as successor Special Servicerservicer, subject to approval by the Rating Agencies, notified the Special Master Servicer of such designation, designation and such successor Special Servicer servicer shall have assumed the Special Master Servicer’s 's obligations and responsibilitiesresponsibilities hereunder and under the Primary Servicing Agreement, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage LoansLoans and, in the circumstances set forth in the last sentence of Section 8.28(b), entered into a new primary servicing agreement with the predecessor Master Servicer in substantially the same form as Exhibit AA attached hereto. The Except as provided in the next sentence, the Trustee or other successor Special Servicer may not succeed the Special Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, in the event that the Master Servicer is terminated as a result of an event described in Section 8.28(a)(vii), 8.28(a)(viii) or 8.28(a)(ix), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to the Master Servicer and shall use commercially reasonable efforts within 90 days of assuming the duties of the Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of the Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Master Servicer agrees to cooperate with the Trustee and the Paying Agent in effecting the termination of the Special Master Servicer’s 's responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special Master Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Master Servicer in any REO the Certificate Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If (i) the date specified in Master Servicer receives a written notice of termination given to the Special Servicer (A) pursuant to clause (ii) of the first paragraph of Section 9.30(a8.28 relating solely to an Event of Default set forth in clause (v), all authority(vi), power (x) or (xi) of Section 8.28(a) or (B) pursuant to Section 8.21 and (ii) the Master Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Master Servicer) solicit good faith bids for the rights of to service the Special Servicer Mortgage Loans under this Agreement from at least three but no more than five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Master Servicer shall supply the Trustee with respect the names of Persons from whom to solicit such bids. In no event shall the applicable Serviced Pari Passu Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage LoanLoans under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, whether such Mortgage Loan is as a Specially Serviced Mortgage Loan or otherwisecondition of its bid, shall terminateto enter into this Agreement as successor Master Servicer, and to agree to be bound by the terms hereof and the terms of the Primary Servicing Agreement, not later than 30 days after termination of the Master Servicer hereunder. The Trustee is hereby authorized shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) (the "Successful Bidder") to act as successor Master Servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant to the terms hereof, and empowered in connection therewith to execute and deliver, on behalf deliver the amount of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and Successful Bidder's cash bid to do or accomplish all other acts or things necessary or appropriate the Trustee by wire transfer of immediately available funds to effect an account specified by the purposes of such notice of termination.Trustee no later than 10:00 a.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Trust 2006-Top24)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a8.28(a), specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by the Master Servicer to the Paying Agent shall be made, shall be given promptly in writing by the Special Master Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special Master Servicer (other than the rights and duties obligation of the Special Master Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 pay to the Paying Agent the amounts remaining in the Certificate Account as set forth below and 9.28 hereofthe obligations of the Master Servicer to the Trustee and the Trust and the Fiscal Agent as provided herein) shall terminate and the Special Master Servicer shall transfer to the Master Servicer Paying Agent the amounts remaining in each REO the Certificate Account (and any sub-account) after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the Certificate Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Master Servicer pursuant to clause (ii) of Section 9.30(a8.28(a), or on the date on which a written notice of termination is given to the Master Servicer pursuant to clause (iii) of Section 8.28(a) all authority, power and rights of the Special Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminateterminate (except for any rights relating to unpaid servicing compensation or unreimbursed Advances or, subject if the terminated Master Servicer is Xxxxx Fargo Bank, National Association, its rights to the Special Servicer’s right to receive compensation and indemnification as expressly Excess Servicing Fee); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Master Servicer be effective until the Trustee or other a successor Special Servicer servicer shall have succeeded the Special Master Servicer as successor Special Servicerservicer, subject to approval by the Rating Agencies, notified the Special Master Servicer of such designation, designation and such successor Special Servicer servicer shall have assumed the Special Master Servicer’s 's obligations and responsibilitiesresponsibilities hereunder and under the Primary Servicing Agreements, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage LoansLoans and, in the circumstances set forth in the last sentence of Section 8.28(b), entered into a new primary servicing agreement with the predecessor Master Servicer in substantially the same form as Exhibit AA attached hereto. The Except as provided in the next sentence, the Trustee or other successor Special Servicer may not succeed the Special Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, in the event that the Master Servicer is terminated as a result of an event described in Section 8.28(a)(vii), 8.28(a)(viii) or 8.28(a)(ix), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to the Master Servicer and shall use commercially reasonable efforts within 90 days of assuming the duties of the Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of the Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Master Servicer agrees to cooperate with the Trustee Trustee, the Paying Agent and the Fiscal Agent in effecting the termination of the Special Master Servicer’s 's responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special Master Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Master Servicer in any REO the Certificate Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If the date specified in Master Servicer receives a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a8.28(a) relating solely to an Event of Default set forth in clause (v), all authority(vi) or (x) of Section 8.28(a), power and if the Master Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Master Servicer) solicit good faith bids for the rights of to service the Special Servicer Mortgage Loans under this Agreement from at least three but no more than five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Master Servicer shall supply the Trustee with respect the names of Persons from whom to solicit such bids. In no event shall the applicable Serviced Pari Passu Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage LoanLoans under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, whether such Mortgage Loan is as a Specially Serviced Mortgage Loan or otherwisecondition of its bid, shall terminateto enter into this Agreement as successor Master Servicer, and to agree to be bound by the terms hereof and the terms of the Primary Servicing Agreements, not later than 30 days after termination of the Master Servicer hereunder. The Trustee is hereby authorized shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) (the "Successful Bidder") to act as successor Master Servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant to the terms hereof, and empowered in connection therewith to execute and deliver, on behalf deliver the amount of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination.Successful Bidder's cash
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Dean Witter Capital I Inc Ser 2003 Top9)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a8.28(a), specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by the Master Servicer to the Trustee shall be made, shall be given promptly in writing by the Special Master Servicer to the Trustee and the Certificate Administrator Trustee no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special Master Servicer (other than the rights and duties obligation of the Special Master Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 pay to the Trustee the amounts remaining in the Certificate Account as set forth below and 9.28 hereofthe obligations of the Master Servicer to the Trustee and the Trust and the Fiscal Agent as provided herein) shall terminate and the Special Master Servicer shall transfer to the Master Servicer Trustee the amounts remaining in each REO the Certificate Account after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the Certificate Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Master Servicer pursuant to clause (ii) of Section 9.30(a8.28(a), or on the date on which a written notice of termination is given to the Master Servicer pursuant to clause (iii) of Section 8.28(a) all authority, power and rights of the Special Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate, subject terminate (except for any rights relating to the Special Servicer’s right to receive unpaid servicing compensation and indemnification as expressly or unreimbursed Advances); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Master Servicer be effective until the Trustee or other a successor Special Servicer servicer shall have succeeded the Special Master Servicer as successor Special Servicerservicer, notified the Special Master Servicer of such designation, and such successor Special Servicer servicer shall have assumed the Special Master Servicer’s 's obligations and responsibilitiesresponsibilities hereunder and under the Primary Servicing Agreement, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Except as provided in the next sentence, the Trustee or other successor Special Servicer may not succeed the Special Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, in the event that the Master Servicer is terminated as a result of an event described in Section 8.28(b)(viii), 8.28(b)(ix) or 8.28(b)(x), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to the Master Servicer and shall use commercially reasonable efforts within 90 days of assuming the duties of the Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of the Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Master Servicer agrees to cooperate with the Trustee and the Fiscal Agent in effecting the termination of the Special Master Servicer’s 's responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special Master Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Master Servicer in any REO the Certificate Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If the date specified in Master Servicer receives a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a8.28(a) relating solely to an Event of Default set forth in clause (v), all authority(vi) or (vii) of Section 8.28(b), power and if the Master Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Master Servicer) solicit good faith bids for the rights of to service the Special Servicer Mortgage Loans under this Agreement from at least three Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Master Servicer shall supply the Trustee with respect the names of Persons from whom to solicit such bids. In no event shall the applicable Serviced Pari Passu Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage LoanLoans under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, whether such Mortgage Loan is as a Specially Serviced Mortgage Loan or otherwisecondition of its bid, shall terminateto enter into this Agreement as successor Master Servicer, and to agree to be bound by the terms hereof and the terms of the Primary Servicing Agreement, not later than 30 days after termination of the Master Servicer hereunder. The Trustee is hereby authorized shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) (the "Successful Bidder") to act as successor Master Servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant to the terms hereof, and empowered in connection therewith to execute and deliver, on behalf deliver the amount of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and Successful Bidder's cash bid to do or accomplish all other acts or things necessary or appropriate the Trustee by wire transfer of immediately available funds to effect an account specified by the purposes of such notice of termination.Trustee no later than 10:00 a.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Dean Witter Capital 1 Inc Series 2000-Prin)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a), specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Special Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the final Distribution Date will occur. Upon any such termination, the rights and duties of the Special Servicer (other than the rights and duties of the Special Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.23 and 9.24 and 9.28 hereof) shall terminate and the Special Servicer shall transfer to the Master Servicer the amounts remaining in each REO Account and shall thereafter terminate each REO Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate, subject to the Special Servicer’s right to receive compensation and indemnification as expressly provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Servicer be effective until the Trustee or other successor Special Servicer shall have succeeded the Special Servicer as successor Special Servicer, notified the Special Servicer of such designation, and such successor Special Servicer shall have assumed the Special Servicer’s 's obligations and responsibilities, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the Special Servicer as Special Servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Servicer pursuant to Section 9.20 hereof and otherwise complies with Section 9.30(g)hereof. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Special Servicer agrees to cooperate with the Trustee and the Fiscal Agent in effecting the termination of the Special Servicer’s 's responsibilities and rights hereunder as Special Servicer including, without limitation, providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer designated by the Trustee to assume the Special Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Servicer in any REO Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) the second sentence of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement with respect to the applicable Serviced Federal Center Plaza Pari Passu Mortgage Loan, whether such Mortgage Loan is a Specially Serviced Mortgage Loan or otherwise, shall terminate. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination.
(c) If the Special Servicer receives a written notice of termination pursuant to clause (ii) of Section 9.30(a) relating solely to an event set forth in Section 9.30(b)(v) or (ix), and if the Special Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Special Servicer) solicit good faith bids for the rights to be appointed as Special Servicer under this Agreement from at least three but no more than five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Special Servicer shall supply the Trustee with the names of Persons from whom to solicit such bids. In no event shall the Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage Loans, the Federal Center Plaza Companion Loan and any B Note under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, as a condition of its bid, to enter into this Agreement as successor Special Servicer, and to agree to be bound by the terms hereof, not later than 30 days after termination of the Special Servicer hereunder. The Trustee shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) that is also acceptable to the Operating Adviser (the "Successful Bidder") to act as successor Special Servicer hereunder. If no bidder is acceptable to the Operating Adviser, the Operating Adviser shall appoint the successor Special Servicer after consultation with the Controlling Class, provided that the successor Special Servicer so appointed must be bound by the terms of this Agreement and there must be delivered a Rating Agency Confirmation (including with respect to any securities evidencing interests in the A Notes) in connection with such appointment. The Trustee shall direct the Successful Bidder to
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Trust 2003-Top10)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a8.28(a), specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by the Master Servicer to the Paying Agent shall be made, shall be given promptly in writing by the Special Master Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special Master Servicer (other than the rights and duties obligation of the Special Master Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 pay to the Paying Agent the amounts remaining in the Certificate Account as set forth below and 9.28 hereofthe obligations of the Master Servicer to the Trustee and the Trust and the Fiscal Agent as provided herein) shall terminate and the Special Master Servicer shall transfer to the Master Servicer Paying Agent the amounts remaining in each REO the Certificate Account (and any sub-account) after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the Certificate Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Master Servicer pursuant to clause (ii) of Section 9.30(a8.28(a), or on the date on which a written notice of termination is given to the Master Servicer pursuant to clause (iii) of Section 8.28(a) all authority, power and rights of the Special Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminateterminate (except for any rights relating to unpaid servicing compensation or unreimbursed Advances or, subject if the terminated Master Servicer is Xxxxx Fargo Bank, National Association, its rights to the Special Servicer’s right to receive compensation and indemnification as expressly Excess Servicing Fee); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Master Servicer be effective until the Trustee or other a successor Special Servicer servicer shall have succeeded the Special Master Servicer as successor Special Servicerservicer, subject to approval by the Rating Agencies, notified the Special Master Servicer of such designation, designation and such successor Special Servicer servicer shall have assumed the Special Master Servicer’s 's obligations and responsibilitiesresponsibilities hereunder and under the Primary Servicing Agreement, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage LoansLoans and, in the circumstances set forth in the last sentence of Section 8.28(b), entered into a new primary servicing agreement with the predecessor Master Servicer in substantially the same form as Exhibit AA attached hereto. The Except as provided in the next sentence, the Trustee or other successor Special Servicer may not succeed the Special Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, in the event that the Master Servicer is terminated as a result of an event described in Section 8.28(a)(v), 8.28(a)(vi) or 8.28(a)(vii), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to the Master Servicer and shall use commercially reasonable efforts within 90 days of assuming the duties of the Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of the Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Master Servicer agrees to cooperate with the Trustee Trustee, the Paying Agent and the Fiscal Agent in effecting the termination of the Special Master Servicer’s 's responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special Master Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Master Servicer in any REO the Certificate Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If the date specified in Master Servicer receives a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a8.28(a) relating solely to an Event of Default set forth in clause (viii) or (ix) of Section 8.28(a), all authorityand if the Master Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, power and then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Master Servicer) solicit good faith bids for the rights of to service the Special Servicer Mortgage Loans under this Agreement from at least three but no more than five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Master Servicer shall supply the Trustee with respect the names of Persons from whom to solicit such bids. In no event shall the applicable Serviced Pari Passu Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage LoanLoans under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, whether such Mortgage Loan is as a Specially Serviced Mortgage Loan or otherwisecondition of its bid, shall terminateto enter into this Agreement as successor Master Servicer, and to agree to be bound by the terms hereof and the terms of the Primary Servicing Agreement, not later than 30 days after termination of the Master Servicer hereunder. The Trustee is hereby authorized shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) (the "Successful Bidder") to act as successor Master Servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant to the terms hereof, and empowered in connection therewith to execute and deliver, on behalf deliver the amount of the Special ServicerSuccessful Bidder's cash bid to the Trustee by wire transfer of immediately available funds to an account specified by the Trustee no later than 10:00 a.m. New York City time on the date specified for the assignment and assumption of the servicing rights hereunder.
(e) Upon the assignment and acceptance of the servicing rights hereunder to and by the Successful Bidder and receipt of such cash bid, the Trustee shall remit or cause to be remitted to the terminated Master Servicer the amount of such cash bid received from the Successful Bidder (net of all out-of-pocket expenses incurred in connection with obtaining such bid and transferring servicing) by wire transfer of immediately available funds to an account specified by the terminated Master Servicer no later than 1:00 p.m. New York City time on the date specified for the assignment and assumption of the servicing rights hereunder.
(f) If the Successful Bidder has not entered into this Agreement as attorneysuccessor Master Servicer within 30 days after the termination of the Master Servicer hereunder or no Successful Bidder was identified within such 30-in-fact day period, the Trustee shall have no further obligations under Section 8.29(c) and may act or otherwisemay select another successor to act as Master Servicer hereunder in accordance with Section 8.29(b).
(g) Notwithstanding anything to the contrary in this Section 8.29, any and the successor master servicer must assume all documents and other instruments, and of the obligations of the terminated Master Servicer under the Primary Servicing Agreement as a condition precedent to do or accomplish all other acts or things necessary or appropriate to effect the its becoming Master Servicer hereunder. For purposes of such notice the foregoing provisions of terminationSection 8.29(c), the phrase "rights to service" shall be construed to exclude those servicing rights and duties as to which Xxxxx Fargo Bank, National Association has made an election for the execution of a primary servicing agreement as contemplated by Section 8.28(b).
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2004 HQ4)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of the first paragraph of Section 9.30(a)8.28, specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by the Master Servicer to the Paying Agent shall be made, shall be given promptly in writing by the Special Master Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special Master Servicer (other than the rights and duties obligation of the Special Master Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 pay to the Paying Agent the amounts remaining in the Certificate Account as set forth below and 9.28 hereofthe obligations of the Master Servicer to the Trustee and the Trust and the Fiscal Agent as provided herein) shall terminate and the Special Master Servicer shall transfer to the Master Servicer Paying Agent the amounts remaining in each REO the Certificate Account (and any sub-account) after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the Certificate Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Master Servicer pursuant to clause (ii) of the first paragraph of Section 9.30(a)8.28, or on the date on which a written notice of termination is given to the Master Servicer pursuant to clause (iii) of the first paragraph of Section 8.28 all authority, power and rights of the Special Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminateterminate (except for any rights relating to unpaid servicing compensation or unreimbursed Advances or, subject if the terminated Master Servicer is Xxxxx Fargo Bank, National Association, its rights to the Special Servicer’s right to receive compensation and indemnification as expressly Excess Servicing Fee); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Master Servicer be effective until the Trustee or other a successor Special Servicer servicer shall have succeeded the Special Master Servicer as successor Special Servicerservicer, subject to approval by the Rating Agencies, notified the Special Master Servicer of such designation, designation and such successor Special Servicer servicer shall have assumed the Special Master Servicer’s 's obligations and responsibilitiesresponsibilities hereunder and under the Primary Servicing Agreement, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage LoansLoans and, in the circumstances set forth in the last sentence of Section 8.28(b), entered into a new primary servicing agreement with the predecessor Master Servicer in substantially the same form as Exhibit AA attached hereto. The Except as provided in the next sentence, the Trustee or other successor Special Servicer may not succeed the Special Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the -215- foregoing sentence, in the event that the Master Servicer is terminated as a result of an event described in Section 8.28(a)(v), 8.28(a)(vi) or 8.28(a)(vii), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to the Master Servicer and shall use commercially reasonable efforts within 90 days of assuming the duties of the Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of the Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Master Servicer agrees to cooperate with the Trustee Trustee, the Paying Agent and the Fiscal Agent in effecting the termination of the Special Master Servicer’s 's responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special Master Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Master Servicer in any REO the Certificate Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If the date specified in Master Servicer receives a written notice of termination given to the Special Servicer pursuant to clause (ii) of the first paragraph of Section 9.30(a8.28 relating solely to an Event of Default set forth in clause (viii) or (ix) of Section 8.28(a), all authorityand if the Master Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, power and then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Master Servicer) solicit good faith bids for the rights of to service the Special Servicer Mortgage Loans under this Agreement from at least three but no more than five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Master Servicer shall supply the Trustee with respect the names of Persons from whom to solicit such bids. In no event shall the applicable Serviced Pari Passu Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage LoanLoans under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, whether such Mortgage Loan is as a Specially Serviced Mortgage Loan or otherwisecondition of its bid, shall terminateto enter into this Agreement as successor Master Servicer, and to agree to be bound by the terms hereof and the terms of the Primary Servicing Agreement, not later than 30 days after termination of the Master Servicer hereunder. The Trustee is hereby authorized shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) (the "Successful Bidder") to act as successor Master Servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant to the terms hereof, and empowered in connection therewith to execute and deliver, on behalf deliver the amount of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and Successful Bidder's cash bid to do or accomplish all other acts or things necessary or appropriate the Trustee by wire transfer of immediately available funds to effect an account specified by the purposes of such notice of termination.Trustee no later than 10:00 a.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2005 TOP 17)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a8.28(a), specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by the Master Servicer to the Paying Agent shall be made, shall be given promptly in writing by the Special Master Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special Master Servicer (other than the rights and duties obligation of the Special Master Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 pay to the Paying Agent the amounts remaining in the Certificate Account as set forth below and 9.28 hereofthe obligations of the Master Servicer to the Trustee and the Trust and the Fiscal Agent as provided herein) shall terminate and the Special Master Servicer shall transfer to the Master Servicer Paying Agent the amounts remaining in each REO the Certificate Account after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the Certificate Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Master Servicer pursuant to clause (ii) of Section 9.30(a8.28(a), or on the date on which a written notice of termination is given to the Master Servicer pursuant to clause (iii) of Section 8.28(a) all authority, power and rights of the Special Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminateterminate (except for any rights relating to unpaid servicing compensation or unreimbursed Advances or, subject if the terminated Master Servicer is Xxxxx Fargo Bank, National Association, its rights to the Special Servicer’s right to receive compensation and indemnification as expressly Excess Servicing Fee); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Master Servicer be effective until the Trustee or other a successor Special Servicer servicer shall have succeeded the Special Master Servicer as successor Special Servicerservicer, notified the Special Master Servicer of such designation, designation and such successor Special Servicer servicer shall have assumed the Special Master Servicer’s 's obligations and responsibilitiesresponsibilities hereunder and under the Primary Servicing Agreements, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage LoansLoans and, in the circumstances set forth in the last sentence of Section 8.28(c), entered into a new primary servicing agreement with the predecessor Master Servicer in substantially the same form as Exhibit AA attached hereto. The Except as provided in the next sentence, the Trustee or other successor Special Servicer may not succeed the Special Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, in the event that the Master Servicer is terminated as a result of an event described in Section 8.28(b)(vii), 8.28(b)(viii) or 8.28(b)(ix), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to the Master Servicer and shall use commercially reasonable efforts within 90 days of assuming the duties of the Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of the Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Master Servicer agrees to cooperate with the Trustee Trustee, the Paying Agent and the Fiscal Agent in effecting the termination of the Special Master Servicer’s 's responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special Master Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Master Servicer in any REO the Certificate Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If the date specified in Master Servicer receives a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a8.28(a) relating solely to an Event of Default set forth in clause (v) or (vi) of Section 8.28(b), all authorityand if the Master Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, power and then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Master Servicer) solicit good faith bids for the rights of to service the Special Servicer Mortgage Loans under this Agreement from at least three but no more than five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Master Servicer shall supply the Trustee with respect the names of Persons from whom to solicit such bids. In no event shall the applicable Serviced Pari Passu Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage LoanLoans under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, whether such Mortgage Loan is as a Specially Serviced Mortgage Loan or otherwisecondition of its bid, shall terminateto enter into this Agreement as successor Master Servicer, and to agree to be bound by the terms hereof and the terms of the Primary Servicing Agreements, not later than 30 days after termination of the Master Servicer hereunder. The Trustee is hereby authorized shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) (the "Successful Bidder") to act as successor Master Servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant to the terms hereof, and empowered in connection therewith to execute and deliver, on behalf deliver the amount of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and Successful Bidder's cash bid to do or accomplish all other acts or things necessary or appropriate the Trustee by wire transfer of immediately available funds to effect an account specified by the purposes of such notice of termination.Trustee no later than 10:00 a.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Dean Witter Cap I Inc Dep for Ser 2001-Top1)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a8.28(a), specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by the Master Servicer to the Paying Agent shall be made, shall be given promptly in writing by the Special Master Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special Master Servicer (other than the rights and duties obligation of the Special Master Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 pay to the Paying Agent the amounts remaining in the Certificate Account as set forth below and 9.28 hereofthe obligations of the Master Servicer to the Trustee and the Trust and the Fiscal Agent as provided herein) shall terminate and the Special Master Servicer shall transfer to the Master Servicer Paying Agent the amounts remaining in each REO the Certificate Account after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the Certificate Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Master Servicer pursuant to clause (ii) of Section 9.30(a8.28(a), or on the date on which a written notice of termination is given to the Master Servicer pursuant to clause (iii) of Section 8.28(a) all authority, power and rights of the Special Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate, subject to the Special Servicer’s right to receive compensation and indemnification as expressly ; provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Master Servicer be effective until the Trustee or other a successor Special Servicer servicer shall have succeeded the Special Master Servicer as successor Special Servicerservicer, notified the Special Master Servicer of such designation, and such successor Special Servicer servicer shall have assumed the Special Servicer’s 's obligations and responsibilities, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Except as provided in the next sentence, the Trustee or other successor Special Servicer may not succeed the Special Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, in the event that the Master Servicer is terminated as a result of an event described in Section 8.28(b)(v), 8.28(b)(vi) or 8.28(b)(vii), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to the Master Servicer and shall use its best efforts within 90 days of assuming the duties of the Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of the Master Servicer to a successor servicer who 147 157 has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Master Servicer agrees to cooperate with the Trustee Trustee, the Paying Agent and the Fiscal Agent in effecting the termination of the Special Master Servicer’s 's responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special Master Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Master Servicer in any REO the Certificate Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement with respect to the applicable Serviced Pari Passu Mortgage Loan, whether such Mortgage Loan is a Specially Serviced Mortgage Loan or otherwise, shall terminate. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Inc)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a8.28(a), specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by the Master Servicer to the Paying Agent shall be made, shall be given promptly in writing by the Special Master Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special Master Servicer (other than the rights and duties obligation of the Special Master Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 pay to the Paying Agent the amounts remaining in the Certificate Account as set forth below and 9.28 hereofthe obligations of the Master Servicer to the Trustee and the Trust and the Fiscal Agent as provided herein) shall terminate and the Special Master Servicer shall transfer to the Master Servicer Paying Agent the amounts remaining in each REO the Certificate Account (and any sub-account) after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the Certificate Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Master Servicer pursuant to clause (ii) of Section 9.30(a8.28(a), or on the date on which a written notice of termination is given to the Master Servicer pursuant to clause (iii) of Section 8.28(a) all authority, power and rights of the Special Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminateterminate (except for any rights relating to unpaid servicing compensation or unreimbursed Advances or, subject if the terminated Master Servicer is Xxxxx Fargo Bank, National Association, its rights to the Special Servicer’s right to receive compensation and indemnification as expressly Excess Servicing Fee); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Master Servicer be effective until the Trustee or other a successor Special Servicer servicer shall have succeeded the Special Master Servicer as successor Special Servicerservicer, subject to approval by the Rating Agencies, notified the Special Master Servicer of such designation, designation and such successor Special Servicer servicer shall have assumed the Special Master Servicer’s 's obligations and responsibilitiesresponsibilities hereunder and under the Primary Servicing Agreement, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage LoansLoans and, in the circumstances set forth in the last sentence of Section 8.28(c), entered into a new primary servicing agreement with the predecessor Master Servicer in substantially the same form as Exhibit AA attached hereto. The Except as provided in the next sentence, the Trustee or other successor Special Servicer may not succeed the Special Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, in the event that the Master Servicer is terminated as a result of an event described in Section 8.28(a)(vii), 8.28(a)(viii) or 8.28(a)(ix), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to the Master Servicer and shall use commercially reasonable efforts within 90 days of assuming the duties of the Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of the Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Master Servicer, as attorney-in-fact or -196- otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Master Servicer agrees to cooperate with the Trustee Trustee, the Paying Agent and the Fiscal Agent in effecting the termination of the Special Master Servicer’s 's responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special Master Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Master Servicer in any REO the Certificate Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If the date specified in Master Servicer receives a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a8.28(a) relating solely to an Event of Default set forth in clause (v) or (x) of Section 8.28(a), all authorityand if the Master Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, power and then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Master Servicer) solicit good faith bids for the rights of to service the Special Servicer Mortgage Loans under this Agreement from at least three but no more than five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Master Servicer shall supply the Trustee with respect the names of Persons from whom to solicit such bids. In no event shall the applicable Serviced Pari Passu Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage LoanLoans under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, whether such Mortgage Loan is as a Specially Serviced Mortgage Loan or otherwisecondition of its bid, shall terminateto enter into this Agreement as successor Master Servicer, and to agree to be bound by the terms hereof and the terms of the Primary Servicing Agreement, not later than 30 days after termination of the Master Servicer hereunder. The Trustee is hereby authorized shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) (the "Successful Bidder") to act as successor Master Servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant to the terms hereof, and empowered in connection therewith to execute and deliver, on behalf deliver the amount of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and Successful Bidder's cash bid to do or accomplish all other acts or things necessary or appropriate the Trustee by wire transfer of immediately available funds to effect an account specified by the purposes of such notice of termination.Trustee no later than 10:00 a.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Dean Witter Capital I Series 2002 Top7)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of the first paragraph of Section 9.30(a)8.28, specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by the Master Servicer to the Paying Agent shall be made, shall be given promptly in writing by the Special Master Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special Master Servicer (other than the rights and duties obligation of the Special Master Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 pay to the Paying Agent the amounts remaining in the Certificate Account as set forth below and 9.28 hereofthe obligations of the Master Servicer to the Trustee and the Trust and the Fiscal Agent as provided herein) shall terminate and the Special Master Servicer shall transfer to the Master Servicer Paying Agent the amounts remaining in each REO the Certificate Account (and any sub-account) after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the Certificate Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Master Servicer pursuant to clause (ii) of the first paragraph of Section 9.30(a)8.28, or on the date on which a written notice of termination is given to the Master Servicer pursuant to clause (iii) of the first paragraph of Section 8.28 all authority, power and rights of the Special Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminateterminate (except for any rights relating to unpaid servicing compensation or unreimbursed Advances or, subject if the terminated Master Servicer is Wells Fargo Bank, National Association, its rights to the Special Servicer’s right to receive compensation and indemnification as expressly Excess Servicxxx Xee); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Master Servicer be effective until the Trustee or other a successor Special Servicer servicer shall have succeeded the Special Master Servicer as successor Special Servicerservicer, subject to approval by the Rating Agencies, notified the Special Master Servicer of such designation, designation and such successor Special Servicer servicer shall have assumed the Special Master Servicer’s 's obligations and responsibilitiesresponsibilities hereunder and under the Primary Servicing Agreement, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage LoansLoans and, in the circumstances set forth in the last sentence of Section 8.28(b), entered into a new primary servicing agreement with the predecessor Master Servicer in substantially the same form as Exhibit AA attached hereto. The Except as provided in the next sentence, the Trustee or other successor Special Servicer may not succeed the Special Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, in the event that the Master Servicer is terminated as a result of an event described in Section 8.28(a)(v), 8.28(a)(vi) or 8.28(a)(vii), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to the Master Servicer and shall use commercially reasonable efforts within 90 days of assuming the duties of the Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of the Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Master Servicer agrees to cooperate with the Trustee Trustee, the Paying Agent and the Fiscal Agent in effecting the termination of the Special Master Servicer’s 's responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special Master Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Master Servicer in any REO the Certificate Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If the date specified in Master Servicer receives a written notice of termination given to the Special Servicer pursuant to clause (ii) of the first paragraph of Section 9.30(a8.28 relating solely to an Event of Default set forth in clause (viii) or (ix) of Section 8.28(a), all authorityand if the Master Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, power and then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Master Servicer) solicit good faith bids for the rights of to service the Special Servicer Mortgage Loans under this Agreement from at least three but no more than five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Master Servicer shall supply the Trustee with respect the names of Persons from whom to solicit such bids. In no event shall the applicable Serviced Pari Passu Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage LoanLoans under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, whether such Mortgage Loan is as a Specially Serviced Mortgage Loan or otherwisecondition of its bid, shall terminateto enter into this Agreement as successor Master Servicer, and to agree to be bound by the terms hereof and the terms of the Primary Servicing Agreement, not later than 30 days after termination of the Master Servicer hereunder. The Trustee is hereby authorized shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) (the "Successful Bidder") to act as successor Master Servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant to the terms hereof, and empowered in connection therewith to execute and deliver, on behalf deliver the amount of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and Successful Bidder's cash bid to do or accomplish all other acts or things necessary or appropriate the Trustee by wire transfer of immediately available funds to effect an account specified by the purposes of such notice of termination.Trustee no later than 10:00 a.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Trust 2005-Top18)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a8.28(a), specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by the Master Servicer to the Paying Agent shall be made, shall be given promptly in writing by the Special Master Servicer to the Trustee Paying Agent and the Certificate Administrator holder of the Serviced Companion Loan no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special Master Servicer (other than the rights and duties obligation of the Special Master Servicer pursuant to Sections 9.8pay to the Paying Agent and the holder of the Serviced Companion Loan, 9.21as applicable, 9.23the amounts remaining in the Certificate Account as set forth below and the obligations of the Master Servicer to the Trustee, 9.24 the Trust and 9.28 hereofthe Fiscal Agent as provided herein) shall terminate and the Special Master Servicer shall transfer to the Master Servicer Paying Agent and the holder of the Serviced Companion Loan, as applicable, the amounts remaining in each REO the Certificate Account (and any sub-account) after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the Certificate Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Master Servicer pursuant to clause (ii) of Section 9.30(a8.28(a), or on the date on which a written notice of termination is given to the Master Servicer pursuant to clause (iii) of Section 8.28(a) all authority, power and rights of the Special Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminateterminate (except for any rights relating to unpaid servicing compensation, subject unreimbursed Advances or, if the terminated Master Servicer is Wells Fargo Bank, National Association, the Excess Servicing Fee with rxxxxxt to the Special Servicer’s right to receive compensation its Mortgages Loans and indemnification as expressly all indemnities and exculpations set forth herein); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Master Servicer be effective until the Trustee or other a successor Special Servicer servicer shall have succeeded the Special Master Servicer as successor Special Servicerservicer, subject to approval by the Rating Agencies, notified the Special Master Servicer of such designation, designation and such successor Special Servicer servicer shall have assumed the Special Master Servicer’s 's obligations and responsibilitiesresponsibilities hereunder and under the Primary Servicing Agreements, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Except as provided in the next sentence, the Trustee or other successor Special Servicer may not succeed the Special Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, in the event that the Master Servicer is terminated as a result of an event described in Section 8.28(b)(v), 8.28(b)(vi) or 8.28(b)(vii), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to the Master Servicer and shall use commercially reasonable efforts within 90 days of assuming the duties of the Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of the Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Master Servicer agrees to cooperate with the Trustee Trustee, the Paying Agent and the Fiscal Agent in effecting the termination of the Special Master Servicer’s 's responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special Master Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Master Servicer in any REO the Certificate Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If the date specified in Master Servicer receives a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a)8.28(a) relating solely to an Event of Default set forth in clause (viii) or (ix) of Section 8.28(b) or an Event of Default caused by a default of a Primary Servicer under its Primary Servicing Agreement, all authorityand if the Master Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, power and then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Master Servicer) solicit good faith bids for the rights of to service the Special Servicer Mortgage Loans under this Agreement from at least three but no more than five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many Persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Master Servicer shall supply the Trustee with respect the names of Persons from whom to solicit such bids. In no event shall the applicable Serviced Pari Passu Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage LoanLoans under this Agreement.
(d) Each bid proposal shall require any Qualified Bidder, whether such Mortgage Loan is as a Specially Serviced Mortgage Loan or otherwisecondition of its bid, shall terminateto enter into this Agreement as successor Master Servicer, and to agree to be bound by the terms hereof and the terms of the Primary Servicing Agreements, not later than 30 days after termination of the Master Servicer hereunder. The Trustee is hereby authorized shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) (the "Successful Bidder") to act as successor Master Servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant to the terms hereof, and empowered in connection therewith to execute and deliver, on behalf deliver the amount of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and Successful Bidder's cash bid to do or accomplish all other acts or things necessary or appropriate the Trustee by wire transfer of immediately available funds to effect an account specified by the purposes of such notice of termination.Trustee no later than 10:00 a.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2004 IQ8)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a8.28(a), specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by a Master Servicer to the Paying Agent shall be made, shall be given promptly in writing by the Special such Master Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special such Master Servicer (other than the rights obligation of such Master Servicer to pay to the Paying Agent the amounts remaining in the applicable Certificate Account as set forth below and duties the obligations of such Master Servicer to the Special Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 Trustee and 9.28 hereofthe Trust as provided herein) shall terminate and the Special such Master Servicer shall transfer to the Master Servicer Paying Agent the amounts remaining in each REO the applicable Certificate Account (and any sub-account) after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the applicable Certificate Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special a Master Servicer pursuant to clause (ii) of Section 9.30(a8.28(a), or on the date on which a written notice of termination is given to a Master Servicer pursuant to clause (iii) of Section 8.28(a) all authority, power and rights of the Special such Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminateterminate (except for any rights relating to unpaid servicing compensation or unreimbursed Advances or, subject if the terminated Master Servicer is NCB, FSB, the Excess Servicing Fee with respect to the Special Servicer’s right to receive compensation its Mortgage Loans and indemnification as expressly all indemnities and exculpations set forth herein); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special such Master Servicer be effective until the Trustee or other a successor Special Servicer servicer shall have succeeded the Special such Master Servicer as successor Special Servicerservicer, subject to approval by the Rating Agencies, notified the Special such Master Servicer of such designation, designation and such successor Special Servicer servicer shall have assumed the Special such Master Servicer’s 's obligations and responsibilitiesresponsibilities hereunder and under the Primary Servicing Agreements, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Except as provided in the next sentence, the Trustee or other successor Special Servicer may not succeed the Special a Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special such Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, in the event that a Master Servicer is terminated as a result of an event described in Section 8.28(b)(v), 8.28(b)(vi) or 8.28(b)(vii), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to such Master Servicer and shall use commercially reasonable efforts within 90 days of assuming the duties of such Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of such Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special such Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Servicer agrees Master Servicers agree to cooperate with the Trustee and the Paying Agent in effecting the termination of the Special a Master Servicer’s 's responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special such Master Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special such Master Servicer in any REO the Certificate Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On the date specified in .
(c) If a Master Servicer receives a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a8.28(a) relating solely to an Event of Default set forth in clause (viii), all authority(ix), power (x) or (xi) of Section 8.28(b) or an Event of Default caused by a default of a Primary Servicer under its Primary Servicing Agreement, and if such Master Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by such Master Servicer) solicit good faith bids for the rights of to service the Special Servicer Mortgage Loans under this Agreement from at least three but no more than five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many Persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, such Master Servicer shall supply the Trustee with respect the names of Persons from whom to solicit such bids. In no event shall the Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage Loans under this Agreement.
(d) Each bid proposal shall require any Qualified Bidder, as a condition of its bid, to enter into this Agreement as successor Master Servicer, and to agree to be bound by the terms hereof and the terms of the Primary Servicing Agreements, not later than 45 days after termination of the applicable Serviced Pari Passu Mortgage Loan, whether such Mortgage Loan is a Specially Serviced Mortgage Loan or otherwise, shall terminateMaster Servicer hereunder. The Trustee is hereby authorized shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the applicable Master Servicer may direct) (the "Successful Bidder") to act as successor Master Servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant to the terms hereof, and empowered in connection therewith to execute and deliver, on behalf deliver the amount of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and Successful Bidder's cash bid to do or accomplish all other acts or things necessary or appropriate the Trustee by wire transfer of immediately available funds to effect an account specified by the purposes of such notice of termination.Trustee no later than 10:00 a.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2007-Iq16)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a8.28(a), specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by the Master Servicer to the Paying Agent shall be made, shall be given promptly in writing by the Special Master Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special Master Servicer (other than the rights and duties obligation of the Special Master Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 pay to the Paying Agent the amounts remaining in the Certificate Account as set forth below and 9.28 hereofthe obligations of the Master Servicer to the Trustee and the Trust and the Fiscal Agent as provided herein) shall terminate and the Special Master Servicer shall transfer to the Master Servicer Paying Agent the amounts remaining in each REO the Certificate Account (and any sub-account) after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the Certificate Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Master Servicer pursuant to clause (ii) of Section 9.30(a8.28(a), or on the date on which a written notice of termination is given to the Master Servicer pursuant to clause (iii) of Section 8.28(a) all authority, power and rights of the Special Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminateterminate (except for any rights relating to unpaid servicing compensation or unreimbursed Advances or, subject if the terminated Master Servicer is Xxxxx Fargo Bank, National Association, its rights to the Special Servicer’s right to receive compensation and indemnification as expressly Excess Servicing Fee); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Master Servicer be effective until the Trustee or other a successor Special Servicer servicer shall have succeeded the Special Master Servicer as successor Special Servicerservicer, subject to approval by the Rating Agencies, notified the Special Master Servicer of such designation, designation and such successor Special Servicer servicer shall have assumed the Special Master Servicer’s 's obligations and responsibilitiesresponsibilities hereunder and under the Primary Servicing Agreement, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage LoansLoans and, in the circumstances set forth in the last sentence of Section 8.28(b), entered into a new primary servicing agreement with the predecessor Master Servicer in substantially the same form as Exhibit AA attached hereto. The Except as provided in the next sentence, the Trustee or other successor Special Servicer may not succeed the Special Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, in the -210- event that the Master Servicer is terminated as a result of an event described in Section 8.28(a)(vii), 8.28(a)(viii) or 8.28(a)(ix), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to the Master Servicer and shall use commercially reasonable efforts within 90 days of assuming the duties of the Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of the Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Master Servicer agrees to cooperate with the Trustee Trustee, the Paying Agent and the Fiscal Agent in effecting the termination of the Special Master Servicer’s 's responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special Master Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Master Servicer in any REO the Certificate Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If the date specified in Master Servicer receives a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a8.28(a) relating solely to an Event of Default set forth in clause (v), all authority(vi) or (x) of Section 8.28(a), power and if the Master Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Master Servicer) solicit good faith bids for the rights of to service the Special Servicer Mortgage Loans under this Agreement from at least three but no more than five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Master Servicer shall supply the Trustee with respect the names of Persons from whom to solicit such bids. In no event shall the applicable Serviced Pari Passu Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage LoanLoans under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, whether such Mortgage Loan is as a Specially Serviced Mortgage Loan or otherwisecondition of its bid, shall terminateto enter into this Agreement as successor Master Servicer, and to agree to be bound by the terms hereof and the terms of the Primary Servicing Agreement, not later than 30 days after termination of the Master Servicer hereunder. The Trustee is hereby authorized shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) (the "Successful Bidder") to act as successor Master Servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant to the terms hereof, and empowered in connection therewith to execute and deliver, on behalf deliver the amount of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and Successful Bidder's cash bid to do or accomplish all other acts or things necessary or appropriate the Trustee by wire transfer of immediately available funds to effect an account specified by the purposes of such notice of termination.Trustee no later than 10:00 a.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Trust 2004-Top16)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a), specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Special Servicer to the Trustee and the Certificate Administrator no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the final Distribution Date will occur. Upon any such termination, the rights and duties of the Special Servicer (other than the rights and duties of the Special Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.23 and 9.24 and 9.28 hereof) shall terminate and the Special Servicer shall transfer to the Master Servicer the amounts remaining in each REO Account and shall thereafter terminate each REO Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate, subject to the Special Servicer’s right to receive compensation and indemnification as expressly provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Servicer be effective until the Trustee or other successor Special Servicer shall have succeeded the Special Servicer as successor Special Servicer, notified the Special Servicer of such designation, and such successor Special Servicer shall have assumed the Special Servicer’s 's obligations and responsibilities, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the Special Servicer as Special Servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Servicer pursuant to Section 9.20 hereof and otherwise complies with Section 9.30(g)hereof. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Special Servicer agrees to cooperate with the Trustee and the Fiscal Agent in effecting the termination of the Special Servicer’s 's responsibilities and rights hereunder as Special Servicer including, without limitation, providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer designated by the Trustee to assume the Special Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Servicer in any REO Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If the date specified in Special Servicer receives a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a) relating solely to an event set forth in Section 9.30(b)(v) or (ix), all authorityand if the Special Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, power and then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Special Servicer) solicit good faith bids for the rights of the to be appointed as Special Servicer under this Agreement from at least three but no more than five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Special Servicer shall supply the Trustee with the names of Persons from whom to solicit such bids. In no event shall the Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage Loans, any Serviced Companion Mortgage Loan and any B Note under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, as a condition of its bid, to enter into this Agreement as successor Special Servicer, and to agree to be bound by the terms hereof, not later than 30 days after termination of the Special Servicer hereunder. The Trustee shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) that is also acceptable to the Operating Adviser (the "Successful Bidder") to act as successor Special Servicer hereunder. If no bidder is acceptable to the Operating Adviser, the Operating Adviser shall appoint the successor Special Servicer after consultation with the Controlling Class, provided that the successor Special Servicer so appointed must be bound by the terms of this Agreement and there must be delivered a Rating Agency Confirmation (including with respect to any securities evidencing interests in the applicable Serviced Pari Passu Companion Mortgage Loan, whether Loans) in connection with such Mortgage Loan is a Specially Serviced Mortgage Loan or otherwise, shall terminateappointment. The Trustee is hereby authorized and empowered shall direct the Successful Bidder to execute and deliver, on behalf enter into this Agreement as successor Special Servicer pursuant to the terms hereof not later than 30 days after the termination of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instrumentsServicer hereunder, and in connection therewith to do or accomplish all other acts or things necessary or appropriate deliver the amount of the Successful Bidder's cash bid to effect the purposes Trustee by wire transfer of such notice of termination.immediately available funds to an account specified by the Trustee no later than 10:00 a.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Dean Witter Cap I Inc Capital I Tr 2004-Hq3)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a), specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Special Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the final Distribution Date will occur. Upon any such termination, the rights and duties of the Special Servicer (other than the rights and duties of the Special Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.23 and 9.24 and 9.28 hereof) shall terminate and the Special Servicer shall transfer to the Master Servicer the amounts remaining in each REO Account and shall thereafter terminate each REO Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate, subject to the Special Servicer’s right to receive compensation and indemnification as expressly provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Servicer be effective until the Trustee or other successor Special Servicer shall have succeeded the Special Servicer as successor Special Servicer, notified the Special Servicer of such designation, and such successor Special Servicer shall have assumed the Special Servicer’s 's obligations and responsibilities, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the Special Servicer as Special Servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Servicer pursuant to Section 9.20 hereof and otherwise complies with Section 9.30(g)hereof. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Special Servicer agrees to cooperate with the Trustee and the Fiscal Agent in effecting the termination of the Special Servicer’s 's responsibilities and rights hereunder as Special Servicer including, without limitation, providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer designated by the Trustee to assume the Special Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Servicer in any REO Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) the second sentence of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement with respect to the applicable Serviced Pari Passu Mortgage Loan, whether such Mortgage Loan is a Specially Serviced Mortgage Loan or otherwise, shall terminate. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination.
(c) If the Special Servicer receives a written notice of termination pursuant to clause (ii) of Section 9.30(a) relating solely to an event set forth in Section 9.30(b)(v) or (ix), and if the Special Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Special Servicer) solicit good faith bids for the rights to be appointed as Special Servicer under this Agreement from at least three but no more than five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Special Servicer shall supply the Trustee with the names of Persons from whom to solicit such bids. In no event shall the Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage Loans, any Serviced Companion Mortgage Loan and any B Note under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, as a condition of its bid, to enter into this Agreement as successor Special Servicer, and to agree to be bound by the terms hereof, not later than 30 days after termination of the Special Servicer hereunder. The Trustee shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) that is also acceptable to the Operating Adviser (the "Successful Bidder") to act as successor Special Servicer hereunder. If no bidder is acceptable to the Operating Adviser, the Operating Adviser shall appoint the successor Special Servicer after
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stan Dean Wit Cap Com Mort Ps THR CRTS Ser 2003-Top13)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a8.28(a), specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by the Master Servicer to the Trustee shall be made, shall be given promptly in writing by the Special Master Servicer to the Trustee and the Certificate Administrator no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special Master Servicer (other than the rights and duties obligation of the Special Master Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 pay to the Trustee the amounts remaining in the Certificate Account as set forth below and 9.28 hereofthe obligations of the Master Servicer to the Trustee and the Trust and the Fiscal Agent as provided herein) shall terminate and the Special Master Servicer shall transfer to the Master Servicer Trustee the amounts remaining in each REO the Certificate Account after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the Certificate Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Master Servicer pursuant to clause (ii) of Section 9.30(a8.28(a), or on the date on which a written notice of termination is given to the Master Servicer pursuant to clause (iii) of Section 8.28(a) all authority, power and rights of the Special Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminateterminate (except for any rights relating to unpaid servicing compensation or unreimbursed Advances or, subject if the terminated Master Servicer is Xxxxx Fargo Bank, National Association, its rights to the Special Servicer’s right to receive compensation and indemnification as expressly Excess Servicing Fee); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Master Servicer be effective until the Trustee or other a successor Special Servicer servicer shall have succeeded the Special Master Servicer as successor Special Servicerservicer, notified the Special Master Servicer of such designation, and such successor Special Servicer servicer shall have assumed the Special Master Servicer’s 's obligations and responsibilitiesresponsibilities hereunder and under the Primary Servicing Agreements, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Except as provided in the next sentence, the Trustee or other successor Special Servicer may not succeed the Special Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, in the event that the Master Servicer is terminated as a result of an event described in Section 8.28(b)(viii), 8.28(b)(ix) or 8.28(b)(x), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to the Master Servicer and shall use its best efforts within 90 days of assuming the duties of the Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of the Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Master Servicer agrees to cooperate with the Trustee and the Fiscal Agent in effecting the termination of the Special Master Servicer’s 's responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special Master Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Master Servicer in any REO the Certificate Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If the date specified in Master Servicer receives a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a8.28(a) relating solely to an Event of Default set forth in clause (v), all authority(vi) or (vii) of Section 8.28(b), power and if the Master Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Master Servicer) solicit good faith bids for the rights of to service the Special Servicer Mortgage Loans under this Agreement from at least three Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Master Servicer shall supply the Trustee with respect the names of -146- Persons from whom to solicit such bids. In no event shall the applicable Serviced Pari Passu Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage LoanLoans under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, whether such Mortgage Loan is as a Specially Serviced Mortgage Loan or otherwisecondition of its bid, shall terminateto enter into this Agreement as successor Master Servicer, and to agree to be bound by the terms hereof and the terms of the Primary Servicing Agreements, not later than 30 days after termination of the Master Servicer hereunder. The Trustee is hereby authorized shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) (the "Successful Bidder") to act as successor Master Servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant to the terms hereof, and empowered in connection therewith to execute and deliver, on behalf deliver the amount of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and Successful Bidder's cash bid to do or accomplish all other acts or things necessary or appropriate the Trustee by wire transfer of immediately available funds to effect an account specified by the purposes of such notice of termination.Trustee no later than 10:00 a.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Inc Depositor for Ser 1999-Life1)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a), specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Special Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the final Distribution Date will occur. Upon any such termination, the rights and duties of the Special Servicer (other than the rights and duties of the Special Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.23 and 9.24 and 9.28 hereof) shall terminate and the Special Servicer shall transfer to the Master Servicer the amounts remaining in each REO Account and shall thereafter terminate each REO Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans. The Master Servicer shall notify the B Note Trustee of any proposed termination or replacement of the Special Servicer within one (1) Business Day after such termination or replacement is proposed and shall notify the B Note Trustee of the actual termination or replacement of the Special Servicer within one (1) Business Day after such termination or replacement occurs.
(b) On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate, subject to the Special Servicer’s right to receive compensation and indemnification as expressly provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Servicer be effective until the Trustee or other successor Special Servicer shall have succeeded the Special Servicer as successor Special Servicer, notified the Special Servicer of such designation, and such successor Special Servicer shall have assumed the Special Servicer’s 's obligations and responsibilities, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the Special Servicer as Special Servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Servicer pursuant to Section 9.20 hereof and otherwise complies with Section 9.30(g)hereof. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Special Servicer agrees to cooperate with the Trustee and the Fiscal Agent in effecting the termination of the Special Servicer’s 's responsibilities and rights hereunder as Special Servicer including, without limitation, providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer designated by the Trustee to assume the Special Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Servicer in any REO Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) the second sentence of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement with respect to the applicable Serviced Pari Passu Mortgage Loan, whether such Mortgage Loan is a Specially Serviced Mortgage Loan or otherwise, shall terminate. The Other Special Servicer may not succeed the Special Servicer as Special Servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Servicer pursuant to Section 9.20 hereof. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Special Servicer agrees to cooperate with the Trustee and the Fiscal Agent in effecting the termination of the Special Servicer's responsibilities and rights hereunder as Special Servicer with respect to the applicable Pari Passu Loan including, without limitation, providing the Other Special Servicer all documents and records in electronic or other form reasonably requested by it to enable the Other Special Servicer to assume the Special Servicer's functions hereunder with respect to such Mortgage Loan and to effect the transfer to the Other Special Servicer for administration by it of all amounts which shall at the time be or should have been deposited by the Special Servicer in any REO Account and any other account or fund maintained or thereafter received with respect to the applicable Pari Passu Loan.
(c) If the Special Servicer receives a written notice of termination pursuant to clause (ii) of Section 9.30(a) relating solely to an event set forth in Section 9.30(b)(v) or (ix), and if the Special Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Special Servicer) solicit good faith bids for the rights to be appointed as Special Servicer under this Agreement from at least three but no more than five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Special Servicer shall supply the Trustee with the names of Persons from whom to solicit such bids. In no event shall the Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage Loans, Companion Loans and B Note under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, as a condition of its bid, to enter into this Agreement as successor Special Servicer, and to agree to be bound by the terms hereof, not later than 30 days after termination of the Special Servicer hereunder. The Trustee shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) that is also acceptable to the Operating Adviser (the "Successful Bidder") to act as successor Special Servicer hereunder. If no bidder is acceptable to the Operating Adviser, the Operating Adviser shall appoint the successor Special Servicer after consultation with the Controlling Class, provided that the successor Special Servicer so appointed must be bound by the terms of this Agreement and there must be delivered a Rating Agency Confirmation (including with respect to any securities evidencing interests in the A Notes and B Note) in connection with such appointment. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Special Servicer pursuant to the terms hereof not later than 30 days after the termination of the Special Servicer hereunder, and in connection therewith to deliver the amount of the Successful Bidder's cash bid to the Trustee by wire transfer of immediately available funds to an account specified by the Trustee no later than 10:00 a.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Dean Witter Capital I Inc Ser 2003 Top9)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a8.28(a), specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by the Master Servicer to the Paying Agent shall be made, shall be given promptly in writing by the Special Master Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special Master Servicer (other than the rights and duties obligation of the Special Master Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 pay to the Paying Agent the amounts remaining in the applicable Certificate Account as set forth below and 9.28 hereofthe obligations of the Master Servicer to the Trustee and the Trust as provided herein) shall terminate and the Special Master Servicer shall transfer to the Master Servicer Paying Agent the amounts remaining in each REO the applicable Certificate Account (and any sub-account) after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the applicable Certificate Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans. The Master Servicer being terminated shall bear all costs of the transfer of servicing arising from such termination.
(b) On the date specified in a written notice of termination given to the Special Master Servicer pursuant to clause (ii) of Section 9.30(a8.28(a), or on the date on which a written notice of termination is given to the Master Servicer pursuant to clause (iii) of Section 8.28(a) all authority, power and rights of the Special Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminateterminate (except for any rights relating to unpaid servicing compensation, subject to the Special Servicer’s right to receive compensation unreimbursed Advances and indemnification as expressly all indemnities and exculpations set forth herein); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Master Servicer be effective until the Trustee or other a successor Special Servicer servicer shall have succeeded the Special Master Servicer as successor Special Servicerservicer, subject to approval by the Rating Agencies, notified the Special Master Servicer of such designation, designation and such successor Special Servicer servicer shall have assumed the Special Master Servicer’s obligations and responsibilitiesresponsibilities hereunder and under the Primary Servicing Agreements, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Except as provided in the next sentence, the Trustee or other successor Special Servicer may not succeed the Special Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, in the event that the Master Servicer is terminated as a result of an event described in Section 8.28(b)(v), 8.28(b)(vi) or 8.28(b)(vii), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to the Master Servicer and shall use commercially reasonable efforts within 90 days of assuming the duties of the Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of the Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Master Servicer agrees to cooperate with the Trustee and the Paying Agent in effecting the termination of the Special Master Servicer’s responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special Master Servicer’s functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Master Servicer in any REO the Certificate Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If the date specified in Master Servicer receives a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a)8.28(a) relating solely to an Event of Default set forth in clause (viii) or (ix) of Section 8.28(b) or an Event of Default caused by a default of a Primary Servicer under its Primary Servicing Agreement, all authorityand if the Master Servicer provides the Trustee with the appropriate “request for proposal” materials within five Business Days after receipt of such written notice of termination, power and then the Trustee shall promptly thereafter (using such “request for proposal” materials provided by the Master Servicer) solicit good faith bids for the rights of to service the Special Servicer Mortgage Loans under this Agreement from at least three but no more than five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many Persons as the Trustee can determine are Qualified Bidders. At the Trustee’s request, the Master Servicer shall supply the Trustee with respect the names of Persons from whom to solicit such bids. In no event shall the applicable Serviced Pari Passu Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage LoanLoans under this Agreement.
(d) Each bid proposal shall require any Qualified Bidder, whether such Mortgage Loan is as a Specially Serviced Mortgage Loan or otherwisecondition of its bid, shall terminateto enter into this Agreement as successor Master Servicer, and to agree to be bound by the terms hereof and the terms of the Primary Servicing Agreements, not later than 45 days after termination of the Master Servicer hereunder. The Trustee is hereby authorized shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) (the “Successful Bidder”) to act as successor Master Servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant to the terms hereof, and empowered in connection therewith to execute and deliver, on behalf deliver the amount of the Special Servicer, as attorney-in-fact or otherwise, any Successful Bidder’s cash bid to the Trustee by wire transfer of immediately available funds to an account specified by the Trustee no later than [10:00 a.m.] New York City time on the date specified for the assignment and all documents assumption of the servicing rights hereunder.
(e) Upon the assignment and other instruments, acceptance of the servicing rights hereunder to and to do or accomplish all other acts or things necessary or appropriate to effect by the purposes Successful Bidder and receipt of such notice cash bid, the Trustee shall remit or cause to be remitted to the terminated Master Servicer the amount of terminationsuch cash bid received from the Successful Bidder (net of all out-of-pocket expenses incurred in connection with obtaining such bid and transferring servicing) by wire transfer of immediately available funds to an account specified by the terminated Master Servicer no later than [1:00 p.m.] New York City time on the date specified for the assignment and assumption of the servicing rights hereunder.
(f) If the Successful Bidder has not entered into this Agreement as a successor Master Servicer within [45 days] after the termination of the Master Servicer hereunder or no Successful Bidder was identified within such [45-day] period, the Trustee shall have no further obligations under Section 8.29(c) and may act or may select another successor to act as Master Servicer hereunder in accordance with Section 8.29(b). During such [45-day] period and until the acceptance of appointment by a successor servicer, the Master Servicer shall continue to service the Mortgage Loans in accordance with this Agreement.
(g) Notwithstanding anything to the contrary in this Section 8.29, the successor master servicer must assume all of the obligations of the terminated Master Servicer under the Primary Servicing Agreements as a condition precedent to its becoming Master Servicer hereunder.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Inc.)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a), specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Special Servicer to the Trustee and the Certificate Administrator no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the final Distribution Date will occur. Upon any such termination, the rights and duties of the Special Servicer (other than the rights and duties obligations of the Special Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.8 and 9.24 and 9.28 hereof) shall terminate and the Special Servicer shall transfer to the Master Servicer the amounts remaining in each REO Account and shall thereafter terminate each REO Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate, subject to the Special Servicer’s right to receive compensation and indemnification as expressly provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Servicer be effective until the Trustee or other successor Special Servicer shall have succeeded the Special Servicer as successor Special Servicer, notified the Special Servicer of such designation, and such successor Special Servicer shall have assumed the Special Servicer’s 's obligations and responsibilities, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the Special Servicer as Special Servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Servicer pursuant to Section 9.20 hereof and otherwise complies with Section 9.30(g)hereof. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Special Servicer agrees to cooperate with the Trustee and the Fiscal Agent in effecting the termination of the Special Servicer’s 's responsibilities and rights hereunder as Special Servicer including, without limitation, providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer designated by the Trustee to assume the Special Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Servicer in any REO Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If the date specified in Special Servicer receives a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a) relating solely to an event set forth in Section 9.30(b)(v), all authority(vi) or (vii), power and if the Special Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Special Servicer) solicit good faith bids for the rights of the to be appointed as Special Servicer under this Agreement from at least three Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Special Servicer shall supply the Trustee with respect the names of Persons from whom to solicit such bids. In no event shall the applicable Serviced Pari Passu Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage LoanLoans under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, whether such Mortgage Loan is as a Specially Serviced Mortgage Loan or otherwisecondition of its bid, shall terminateto enter into this Agreement as successor Special Servicer, and to agree to be bound by the terms hereof, not later than 30 days after termination of the Special Servicer hereunder. The Trustee shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) that is hereby authorized and empowered also acceptable to execute and deliverthe Operating Adviser (the "Successful Bidder") to act as successor Special Servicer hereunder. If no bidder is acceptable to the Operating Adviser, on behalf the Operating Adviser shall appoint the successor Special Servicer after consultation with the Controlling Class, provided that the successor Special Servicer so appointed must be bound by the terms of this Agreement. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Special Servicer pursuant to the terms hereof not later than 30 days after the termination of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instrumentsServicer hereunder, and in connection therewith to do or accomplish all other acts or things necessary or appropriate deliver the amount of the Successful Bidder's cash bid to effect the purposes Trustee by wire transfer of such notice of termination.immediately available funds to an account specified by the Trustee no later than 10:00 a.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Inc Depositor for Ser 1999-Life1)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a), specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Special Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the final Distribution Date will occur. Upon any such termination, the rights and duties of the Special Servicer (other than the rights and duties of the Special Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.23 and 9.24 and 9.28 hereof) shall terminate and the Special Servicer shall transfer to the Master Servicer the amounts remaining in each REO Account and shall thereafter terminate each REO Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate, subject to the Special Servicer’s right to receive compensation and indemnification as expressly provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Servicer be effective until the Trustee or other successor Special Servicer shall have succeeded the Special Servicer as successor Special Servicer, notified the Special Servicer of such designation, and such successor Special Servicer shall have assumed the Special Servicer’s 's obligations and responsibilities, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the Special Servicer as Special Servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Servicer pursuant to Section 9.20 hereof and otherwise complies with Section 9.30(g)hereof. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Special Servicer agrees to cooperate with the Trustee in effecting the termination of the Special Servicer’s 's responsibilities and rights hereunder as Special Servicer including, without limitation, providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer designated by the Trustee to assume the Special Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Servicer in any REO Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If the date specified in Special Servicer receives a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a) relating solely to an event set forth in Section 9.30(b)(v) or (ix), all authorityand if the Special Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, power and then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Special Servicer) solicit good faith bids for the rights of the to be appointed as Special Servicer under this Agreement from at least three but no more than five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Special Servicer shall supply the Trustee with respect the names of Persons from whom to solicit such bids. In no event shall the applicable Serviced Pari Passu Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage LoanLoans under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, whether such Mortgage Loan is as a Specially Serviced Mortgage Loan or otherwisecondition of its bid, shall terminateto enter into this Agreement as successor Special Servicer, and to agree to be bound by the terms hereof, not later than 30 days after termination of the Special Servicer hereunder. The Trustee shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) that is hereby authorized also acceptable to the Operating Adviser (the "Successful Bidder") to act as successor Special Servicer hereunder. If no bidder is acceptable to the Operating Adviser, the Operating Adviser shall appoint the successor Special Servicer after consultation with the Controlling Class, provided that the successor Special Servicer so appointed must be bound by the terms of this Agreement and empowered there must be delivered a Rating Agency Confirmation in connection with such appointment. The Trustee shall direct the Successful Bidder to execute and deliver, on behalf enter into this Agreement as successor Special Servicer pursuant to the terms hereof not later than 30 days after the termination of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instrumentsServicer hereunder, and in connection therewith to do or accomplish all other acts or things necessary or appropriate deliver the amount of the Successful Bidder's cash bid to effect the purposes Trustee by wire transfer of such notice of termination.immediately available funds to an account specified by the Trustee no later than 10:00 a.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Dean Witter Cap I Inc Dep Series 2002-Hq)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (ii)(B) of Section 9.30(a), specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the applicable Special Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan REO Property or (ii) the sixth (6th) day of the month in which the final Distribution Date will occur. Upon any such termination, the rights and duties of the applicable Special Servicer (other than the rights and duties of the applicable Special Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.23 and 9.24 and 9.28 hereof) shall terminate and the applicable Special Servicer shall transfer to the applicable Master Servicer the amounts remaining in each REO Account and shall thereafter terminate each REO Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the a Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the such Special Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate, subject to the Special Servicer’s right to receive compensation and indemnification as expressly ; provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the such Special Servicer be effective until the Trustee or other successor Special Servicer shall have succeeded the such Special Servicer as successor Special Servicer, notified the such Special Servicer of such designation, and such successor Special Servicer shall have assumed the such Special Servicer’s 's obligations and responsibilities, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the such Special Servicer as Special Servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the a Special Servicer pursuant to Section 9.20 hereof and otherwise complies with Section 9.30(g)hereof. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special ServicerServicers, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Each Special Servicer agrees to cooperate with the Trustee in effecting the termination of the a Special Servicer’s 's responsibilities and rights hereunder as Special Servicer including, without limitation, providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer designated by the Trustee to assume the such Special Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the applicable Special Servicer in any the applicable REO Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On the date specified in .
(c) Upon any resignation of a written notice of termination given to the Special Servicer pursuant to clause (ii) Section 9.21 or termination of Section 9.30(a), all authority, power and rights of the a Special Servicer under this Agreement pursuant to Section 9.30 or appointment of a successor to the applicable Special Servicer, the Trustee shall give prompt written notice thereof to Certificateholders at their respective addresses appearing in the Certificate Register, to the holders of each Serviced Companion Loan and to each Rating Agency. Within 30 days after the occurrence of any Event of Default with respect to the applicable Serviced Pari Passu Mortgage Loan, whether such Mortgage Loan is a Specially Serviced Mortgage Loan or otherwise, shall terminate. The Trustee is hereby authorized and empowered to execute and deliver, on behalf Special Servicer of which a Responsible Officer of the Special ServicerTrustee has actual knowledge, as attorney-in-fact or otherwisethe Trustee shall transmit by mail to all Certificateholders, any the holders of each Serviced Companion Loan and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes each Rating Agency notice of such notice Event of terminationDefault, unless such Event of Default shall have been cured or waived.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2006-Iq11)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a), specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Special Servicer to the Trustee and the Certificate Administrator no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the final Distribution Date will occur. Upon any such termination, the rights and duties of the Special Servicer (other than the rights and duties obligations of the Special Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.8 and 9.24 and 9.28 hereof) shall terminate and the Special Servicer shall transfer to the Master Servicer the amounts remaining in each REO Account and shall thereafter terminate each REO Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate, subject to the Special Servicer’s right to receive compensation and indemnification as expressly provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Servicer be effective until the Trustee or other successor Special Servicer shall have succeeded the Special Servicer as successor Special Servicer, notified the Special Servicer of such designation, and such successor Special Servicer shall have assumed the Special Servicer’s 's obligations and responsibilities, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the Special Servicer as Special Servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Servicer pursuant to Section 9.20 hereof and otherwise complies with Section 9.30(g)hereof. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Special Servicer agrees to cooperate with the Trustee and the Fiscal Agent in effecting the termination of the Special Servicer’s 's responsibilities and rights hereunder as Special Servicer including, without limitation, providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer designated by the Trustee to assume the Special Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Servicer in any REO Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If the date specified in Special Servicer receives a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a) relating solely to an event set forth in Section 9.30(b)(v), all authority(vi) or (vii), power and if the Special Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Special Servicer) solicit good faith bids for the rights of the to be appointed as Special Servicer under this Agreement from at least three Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Special Servicer shall supply the Trustee with respect the names of Persons from whom to solicit such bids. In no event shall the applicable Serviced Pari Passu Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage LoanLoans under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, whether such Mortgage Loan is as a Specially Serviced Mortgage Loan or otherwisecondition of its bid, shall terminateto enter into this Agreement as successor Special Servicer, and to agree to be bound by the terms hereof, not later than 30 days after termination of the Special Servicer hereunder. The Trustee shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) that is hereby authorized also acceptable to the Operating Adviser (the "Successful Bidder") to act as successor Special Servicer hereunder. If no bidder is acceptable to the Operating Adviser, the Operating Adviser shall appoint the successor Special Servicer after consultation with the Controlling Class, provided that the successor Special Servicer so appointed must be bound by the terms of this Agreement and empowered there must be delivered a Rating Agency Confirmation in connection with such appointment. The Trustee shall direct the Successful Bidder to execute and deliver, on behalf enter into this Agreement as successor Special Servicer pursuant to the terms hereof not later than 30 days after the termination of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instrumentsServicer hereunder, and in connection therewith to do or accomplish all other acts or things necessary or appropriate deliver the amount of the Successful Bidder's cash bid to effect the purposes Trustee by wire transfer of such notice of termination.immediately available funds to an account specified by the Trustee no later than 10:00 a.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Dean Witter Capital 1 Inc Series 2000-Prin)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a), specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Special Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the final Distribution Date will occur. Upon any such termination, the rights and duties of the Special Servicer (other than the rights and duties of the Special Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.23 and 9.24 and 9.28 hereof) shall terminate and the Special Servicer shall transfer to the Master Servicer the amounts remaining in each REO Account and shall thereafter terminate each REO Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans. The Master Servicer shall notify the B Note Trustee of any proposed termination or replacement of the Special Servicer within one (1) Business Day after such termination or replacement is proposed and shall notify the B Note Trustee of the actual termination or replacement of the Special Servicer within one (1) Business Day after such termination or replacement occurs.
(b) On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate, subject to the Special Servicer’s right to receive compensation and indemnification as expressly provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Servicer be effective until the Trustee or other successor Special Servicer shall have succeeded the Special Servicer as successor Special Servicer, notified the Special Servicer of such designation, and such successor Special Servicer shall have assumed the Special Servicer’s 's obligations and responsibilities, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the Special Servicer as Special Servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Servicer pursuant to Section 9.20 hereof and otherwise complies with Section 9.30(g)hereof. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Special Servicer agrees to cooperate with the Trustee and the Fiscal Agent in effecting the termination of the Special Servicer’s 's responsibilities and rights hereunder as Special Servicer including, without limitation, providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer designated by the Trustee to assume the Special Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Servicer in any REO Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) the second sentence of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement with respect to the applicable Serviced Pari Passu Mortgage Loan, whether such Mortgage Loan is a Specially Serviced Mortgage Loan or otherwise, shall terminate. The Other Special Servicer may not succeed the Special Servicer as Special Servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Servicer pursuant to Section 9.20 hereof. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Special Servicer agrees to cooperate with the Trustee and the Fiscal Agent in effecting the termination of the Special Servicer's responsibilities and rights hereunder as Special Servicer with respect to the applicable Pari Passu Loan including, without limitation, providing the Other Special Servicer all documents and records in electronic or other form reasonably requested by it to enable the Other Special Servicer to assume the Special Servicer's functions hereunder with respect to such Mortgage Loan and to effect the transfer to the Other Special Servicer for administration by it of all amounts which shall at the time be or should have been deposited by the Special Servicer in any REO Account and any other account or fund maintained or thereafter received with respect to the applicable Pari Passu Loan.
(c) If the Special Servicer receives a written notice of termination pursuant to clause (ii) of Section 9.30(a) relating solely to an event set forth in Section 9.30(b)(v) or (ix), and if the Special Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Special Servicer) solicit good faith bids for the rights to be appointed as Special Servicer under this Agreement from at least three but no more than five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Special Servicer shall supply the Trustee with the names of Persons from whom to solicit such bids. In no event shall the Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage Loans, Companion Loans and B Note under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, as a condition of its bid, to enter into this Agreement as successor Special Servicer, and to agree to be bound by the terms hereof, not later than 30 days after termination of the Special Servicer hereunder. The Trustee shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) that is also acceptable to the Operating Adviser (the "Successful Bidder") to act as successor Special Servicer hereunder. If no bidder is acceptable to the Operating Adviser, the Operating Adviser shall appoint the successor Special Servicer after consultation with the Controlling Class, provided that the successor Special Servicer so appointed must be bound by the terms of this Agreement and there must be delivered a Rating Agency Confirmation (including with respect to any securities evidencing interests in the A Notes and B Note) in connection with such appointment. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Special Servicer pursuant to the terms hereof not later than 30 days after the termination of the Special Servicer hereunder, and in connection therewith to deliver the amount of the Successful Bidder's cash bid to the Trustee by wire transfer of immediately available funds to an account specified by the Trustee no later than 10:00 a.m. New York City time on the date specified for the assignment and assumption of the servicing rights hereunder.
(e) Upon the assignment and acceptance of the servicing right hereunder to and by the Successful Bidder and receipt of such cash bid, the Trustee shall remit or cause to be remitted to the terminated Special Servicer the amount of such cash bid received from the Successful Bidder (net of out-of-pocket expenses incurred in connection with obtaining such bid and transferring servicing) by wire transfer of immediately available funds to an account specified by the terminated Special Servicer no later than 1:00 p.m. New York City time on the date specified for the assignment and assumption of the servicing rights hereunder.
(f) If the Successful Bidder has not entered into this Agreement as successor Special within 30 days after the termination of the Special Servicer hereunder or no Successful Bidder was identified within such 30-day period, the Trustee shall have no further obligations under Section 9.31(c) and may act or may select another successor to act as Special Servicer hereunder in accordance with Section 9.31(b).
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Dean Witter Capital I Inc Ser 2003 Top9)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a8.28(a), specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by the Master Servicer to the Paying Agent shall be made, shall be given promptly in writing by the Special Master Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special Master Servicer (other than the rights and duties obligation of the Special Master Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 pay to the Paying Agent the amounts remaining in the applicable Certificate Account as set forth below and 9.28 hereofthe obligations of the Master Servicer to the Trustee and the Trust as provided herein) shall terminate and the Special Master Servicer shall transfer to the Master Servicer Paying Agent the amounts remaining in each REO the applicable Certificate Account (and any sub-account) after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the applicable Certificate Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans. The Master Servicer being terminated shall bear all costs of the transfer of servicing arising from such termination.
(b) On the date specified in a written notice of termination given to the Special Master Servicer pursuant to clause (ii) of Section 9.30(a8.28(a), or on the date on which a written notice of termination is given to the Master Servicer pursuant to clause (iii) of Section 8.28(a) all authority, power and rights of the Special Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminateterminate (except for any rights relating to unpaid servicing compensation, subject to the Special Servicer’s right to receive compensation unreimbursed Advances and indemnification as expressly all indemnities and exculpations set forth herein); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Master Servicer be effective until the Trustee or other a successor Special Servicer servicer shall have succeeded the Special Master Servicer as successor Special Servicerservicer, subject to approval by the Rating Agencies, notified the Special Master Servicer of such designation, designation and such successor Special Servicer servicer shall have assumed the Special Master Servicer’s 's obligations and responsibilitiesresponsibilities hereunder and under the Primary Servicing Agreements, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Except as provided in the -213- next sentence, the Trustee or other successor Special Servicer may not succeed the Special Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, in the event that the Master Servicer is terminated as a result of an event described in Section 8.28(b)(v), 8.28(b)(vi) or 8.28(b)(vii), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to the Master Servicer and shall use commercially reasonable efforts within 90 days of assuming the duties of the Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of the Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Master Servicer agrees to cooperate with the Trustee and the Paying Agent in effecting the termination of the Special Master Servicer’s 's responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special Master Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Master Servicer in any REO the Certificate Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If the date specified in Master Servicer receives a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a)8.28(a) relating solely to an Event of Default set forth in clause (viii) or (ix) of Section 8.28(b) or an Event of Default caused by a default of a Primary Servicer under its Primary Servicing Agreement, all authorityand if the Master Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, power and then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Master Servicer) solicit good faith bids for the rights of to service the Special Servicer Mortgage Loans under this Agreement from at least three but no more than five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many Persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Master Servicer shall supply the Trustee with respect the names of Persons from whom to solicit such bids. In no event shall the applicable Serviced Pari Passu Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage LoanLoans under this Agreement.
(d) Each bid proposal shall require any Qualified Bidder, whether such Mortgage Loan is as a Specially Serviced Mortgage Loan or otherwisecondition of its bid, shall terminateto enter into this Agreement as successor Master Servicer, and to agree to be bound by the terms hereof and the terms of the Primary Servicing Agreements, not later than 45 days after termination of the Master Servicer hereunder. The Trustee is hereby authorized shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) (the "Successful Bidder") to act as successor Master Servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant to the terms hereof, and empowered in connection therewith to execute and deliver, on behalf deliver the amount of the Special Servicer, as attorney-in-fact or otherwise, any Successful Bidder's cash bid to the Trustee by wire transfer of immediately available funds to an account specified by the Trustee no later than [10:00 a.m.] New York City time on the date specified for the assignment and all documents assumption of the servicing rights hereunder.
(e) Upon the assignment and other instruments, acceptance of the servicing rights hereunder to and to do or accomplish all other acts or things necessary or appropriate to effect by the purposes Successful Bidder and receipt of such notice cash bid, the Trustee shall remit or cause to be remitted to the terminated Master Servicer the amount of terminationsuch cash bid received from the Successful Bidder (net of all out-of-pocket expenses incurred in connection with obtaining such bid and transferring servicing) by wire transfer of immediately available funds to an account specified by the terminated Master Servicer no later than [1:00 p.m.] New York City time on the date specified for the assignment and assumption of the servicing rights hereunder.
(f) If the Successful Bidder has not entered into this Agreement as a successor Master Servicer within [45 days] after the termination of the Master Servicer hereunder or no Successful Bidder was identified within such [45-day] period, the Trustee shall have no further obligations under Section 8.29(c) and may act or may select another successor to act as Master Servicer hereunder in accordance with Section 8.29(b). During such [45-day] period and until the acceptance of appointment by a successor servicer, the Master Servicer shall continue to service the Mortgage Loans in accordance with this Agreement.
(g) Notwithstanding anything to the contrary in this Section 8.29, the successor master servicer must assume all of the obligations of the terminated Master Servicer under the Primary Servicing Agreements as a condition precedent to its becoming Master Servicer hereunder.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Dean Witter Capital I Inc)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (ii)(B) of Section 9.30(a), specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Special Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan REO Property or (ii) the sixth (6th) day of the month in which the final Distribution Date will occur. Upon any such termination, the rights and duties of the Special Servicer (other than the rights and duties of the Special Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.23 and 9.24 and 9.28 hereof) shall terminate and the Special Servicer shall transfer to the Master Servicer the amounts remaining in each REO Account and shall thereafter terminate each REO Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate, subject to the Special Servicer’s right to receive compensation and indemnification as expressly ; provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Servicer be effective until the Trustee or other successor Special Servicer shall have succeeded the Special Servicer as successor Special Servicer, notified the Special Servicer of such designation, and such successor Special Servicer shall have assumed the Special Servicer’s obligations and responsibilities, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the Special Servicer as Special Servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Servicer pursuant to Section 9.20 hereof and otherwise complies with Section 9.30(g)hereof. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Special Servicer agrees to cooperate with the Trustee in effecting the termination of the Special Servicer’s responsibilities and rights hereunder as Special Servicer including, without limitation, providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer designated by the Trustee to assume the Special Servicer’s functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Servicer in any the applicable REO Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement with respect to the applicable Serviced Pari Passu Mortgage Loan, whether such Mortgage Loan is a Specially Serviced Mortgage Loan or otherwise, shall terminate. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Inc.)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a8.28(a), specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by the Master Servicer to the Paying Agent shall be made, shall be given promptly in writing by the Special Master Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special Master Servicer (other than the rights and duties obligation of the Special Master Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 pay to the Paying Agent the amounts remaining in the Certificate Account as set forth below and 9.28 hereofthe obligations of the Master Servicer to the Trustee and the Trust and the Fiscal Agent as provided herein) shall terminate and the Special Master Servicer shall transfer to the Master Servicer Paying Agent the amounts remaining in each REO the Certificate Account (and any sub-account) after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the Certificate Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Master Servicer pursuant to clause (ii) of Section 9.30(a8.28(a), or on the date on which a written notice of termination is given to the Master Servicer pursuant to clause (iii) of Section 8.28(a) all authority, power and rights of the Special Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminateterminate (except for any rights relating to unpaid servicing compensation or unreimbursed Advances or, subject if the terminated Master Servicer is Wells Fargo Bank, National Association, its rights to the Special Servicer’s right to receive compensation and indemnification as expressly Excess Sexxxxxng Fee); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Master Servicer be effective until the Trustee or other a successor Special Servicer servicer shall have succeeded the Special Master Servicer as successor Special Servicerservicer, subject to approval by the Rating Agencies, notified the Special Master Servicer of such designation, designation and such successor Special Servicer servicer shall have assumed the Special Master Servicer’s 's obligations and responsibilitiesresponsibilities hereunder and under the Primary Servicing Agreement, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage LoansLoans and, in the circumstances set forth in the last sentence of Section 8.28(b), entered into a new primary servicing agreement with the predecessor Master Servicer in substantially the same form as Exhibit AA attached hereto. The Except as provided in the next sentence, the Trustee or other successor Special Servicer may not succeed the Special Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, in the event that the Master Servicer is terminated as a result of an event described in Section 8.28(a)(v), 8.28(a)(vi) or 8.28(a)(vii), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to the Master Servicer and shall use commercially reasonable efforts within 90 days of assuming the duties of the Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of the Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Master Servicer agrees to cooperate with the Trustee Trustee, the Paying Agent and the Fiscal Agent in effecting the termination of the Special Master Servicer’s 's responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special Master Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Master Servicer in any REO the Certificate Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If the date specified in Master Servicer receives a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a8.28(a) relating solely to an Event of Default set forth in clause (viii), all authority(ix) or (x) of Section 8.28(a), power and if the Master Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Master Servicer) solicit good faith bids for the rights of to service the Special Servicer Mortgage Loans under this Agreement from at least three but no more than five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Master Servicer shall supply the Trustee with respect the names of Persons from whom to solicit such bids. In no event shall the applicable Serviced Pari Passu Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage LoanLoans under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, whether such Mortgage Loan is as a Specially Serviced Mortgage Loan or otherwisecondition of its bid, shall terminateto enter into this Agreement as successor Master Servicer, and to agree to be bound by the terms hereof and the terms of the Primary Servicing Agreement, not later than 30 days after termination of the Master Servicer hereunder. The Trustee is hereby authorized shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) (the "Successful Bidder") to act as successor Master Servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant to the terms hereof, and empowered in connection therewith to execute and deliver, on behalf deliver the amount of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and Successful Bidder's cash bid to do or accomplish all other acts or things necessary or appropriate the Trustee by wire transfer of immediately available funds to effect an account specified by the purposes of such notice of termination.Trustee no later than 10:00 a.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Ii Inc)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a), specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Special Servicer to the Trustee and the Certificate Administrator no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the final Distribution Date will occur. Upon any such termination, the rights and duties of the Special Servicer (other than the rights and duties obligations of the Special Servicer pursuant to Sections 9.8, 9.21, 9.23, Section 9.24 and 9.28 hereof) shall terminate and the Special Servicer shall transfer to the Master Servicer the amounts remaining in each REO Account and shall thereafter terminate each REO Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate, subject to the Special Servicer’s right to receive compensation and indemnification as expressly provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Servicer be effective until the Trustee Master Servicer or other successor Special Servicer shall have succeeded the Special Servicer as successor Special Servicer, notified the Special Servicer of such designation, and such successor Special Servicer shall have assumed the Special Servicer’s 's obligations and responsibilities, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Trustee Master Servicer or other successor Special Servicer may not succeed the Special Servicer as Special Servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Servicer pursuant to Section 9.20 hereof and otherwise complies with Section 9.30(g)hereof. The Trustee Master Servicer is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Special Servicer agrees to cooperate with the Trustee Master Servicer in effecting the termination of the Special Servicer’s 's responsibilities and rights hereunder as Special Servicer including, without limitation, providing the Trustee Master Servicer all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer designated by the Trustee Master Servicer to assume the Special Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Servicer in any REO Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If the date specified in Special Servicer receives a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a) relating solely to an event set forth in Section 9.30(b)(vii), all authorityand if the Special Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, power and then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Special Servicer) solicit good faith bids for the rights of the to be appointed as Special Servicer under this Agreement from at least three Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Special Servicer shall supply the Trustee with the names of Persons from whom to solicit such bids. In no event shall the Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage Loans under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, as a condition of its bid, to enter into this Agreement as successor Special Servicer, and to agree to be bound by the terms hereof, not later than 60 days after termination of the Special Servicer hereunder. The Trustee shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) that is also acceptable to the Operating Adviser (the "Successful Bidder") to act as successor Special Servicer hereunder, provided that the Trustee shall have received Rating Agency Confirmation from each Rating Agency; provided, further, however, that with respect to the applicable Serviced Pari Passu Mortgage Loan, whether such Mortgage Loan is a Specially Serviced Mortgage Loan or otherwise, shall terminate. The Trustee is hereby authorized and empowered to execute and deliver, on behalf any single event of succession of the Special Servicer, the Operating Adviser will have the right to withhold its consent to successive proposals for a successor Special Servicer for a period of up to 60 days after its first notice of a proposed successor and thereafter, the consent of the Operating Adviser will no longer be required. If no bidder is acceptable to the Operating Adviser, the Operating Adviser shall appoint the successor Special Servicer after consultation with the Controlling Class, provided that the successor Special Servicer so appointed must be bound by the terms of this Agreement and there must be delivered a Rating Agency Confirmation in connection with such appointment. The Trustee shall direct the Successful Bidder to enter into this Agreement as attorney-in-fact or otherwise, any and all documents and other instrumentssuccessor Special Servicer pursuant to the terms hereof not later than 60 days after the termination of the Special Servicer hereunder, and in connection therewith to do or accomplish all other acts or things necessary or appropriate deliver the amount of the Successful Bidder's cash bid to effect the purposes Trustee by wire transfer of such notice of termination.immediately available funds to an account specified by the Trustee no later than 10:00 a.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Dean Witter Capital I Trust 2001-PPM)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a), specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Special Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the final Distribution Date will occur. Upon any such termination, the rights and duties of the Special Servicer (other than the rights and duties of the Special Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.23 and 9.24 and 9.28 hereof) shall terminate and the Special Servicer shall transfer to the Master Servicer the amounts remaining in each REO Account and shall thereafter terminate each REO Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate, subject to the Special Servicer’s right to receive compensation and indemnification as expressly provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Servicer be effective until the Trustee or other successor Special Servicer shall have succeeded the Special Servicer as successor Special Servicer, notified the Special Servicer of such designation, and such successor Special Servicer shall have assumed the Special Servicer’s 's obligations and responsibilities, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the Special Servicer as Special Servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Servicer pursuant to Section 9.20 hereof and otherwise complies with Section 9.30(g)hereof. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Special Servicer agrees to cooperate with the Trustee and the Fiscal Agent in effecting the termination of the Special Servicer’s 's responsibilities and rights hereunder as Special Servicer including, without limitation, providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer designated by the Trustee to assume the Special Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Servicer in any REO Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If the date specified in Special Servicer receives a written notice of termination given to the Special Servicer pursuant to clause (iiclause(ii) of Section 9.30(a) relating solely to an event set forth in Section 9.30(b)(v) or (ix), all authorityand if the Special Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, power and then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Special Servicer) solicit good faith bids for the rights of the to be appointed as Special Servicer under this Agreement from at least three but no more than five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Special Servicer shall supply the Trustee with respect the names of Persons from whom to solicit such bids. In no event shall the applicable Serviced Pari Passu Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage LoanLoans under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, whether such Mortgage Loan is as a Specially Serviced Mortgage Loan or otherwisecondition of its bid, shall terminateto enter into this Agreement as successor Special Servicer, and to agree to be bound by the terms hereof, not later than 30 days after termination of the Special Servicer hereunder. The Trustee shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) that is hereby authorized also acceptable to the Operating Adviser (the "Successful Bidder") to act as successor Special Servicer hereunder. If no bidder is acceptable to the Operating Adviser, the Operating Adviser shall appoint the successor Special Servicer after consultation with the Controlling Class, provided that the successor Special Servicer so appointed must be bound by the terms of this Agreement and empowered there must be delivered a Rating Agency Confirmation in connection with such appointment. The Trustee shall direct the Successful Bidder to execute and deliver, on behalf enter into this Agreement as successor Special Servicer pursuant to the terms hereof not later than 30 days after the termination of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instrumentsServicer hereunder, and in connection therewith to do or accomplish all other acts or things necessary or appropriate deliver the amount of the Successful Bidder's cash bid to effect the purposes Trustee by wire transfer of such notice of termination.immediately available funds to an account specified by the Trustee no later than 10:00 a.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Dean Witter Cap I Inc Dep for Series 2001-Top)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a8.28(a), specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by the Master Servicer to the Paying Agent shall be made, shall be given promptly in writing by the Special Master Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special Master Servicer (other than the rights and duties obligation of the Special Master Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 pay to the Paying Agent the amounts remaining in the Certificate Account as set forth below and 9.28 hereofthe obligations of the Master Servicer to the Trustee and the Trust and the Fiscal Agent as provided herein) shall terminate and the Special Master Servicer shall transfer to the Master Servicer Paying Agent the amounts remaining in each REO the Certificate Account (and any sub-account) after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the Certificate Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Master Servicer pursuant to clause (ii) of Section 9.30(a8.28(a), or on the date on which a written notice of termination is given to the Master Servicer pursuant to clause (iii) of Section 8.28(a) all authority, power and rights of the Special Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminateterminate (except for any rights relating to unpaid servicing compensation or unreimbursed Advances or, subject if the terminated Master Servicer is Xxxxx Fargo Bank, National Association, its rights to the Special Servicer’s right to receive compensation and indemnification as expressly Excess Servicing Fee); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Master Servicer be effective until the Trustee or other a successor Special Servicer servicer shall have succeeded the Special Master Servicer as successor Special Servicerservicer, subject to approval by the Rating Agencies, notified the Special Master Servicer of such designation, designation and such successor Special Servicer servicer shall have assumed the Special Master Servicer’s 's obligations and responsibilitiesresponsibilities hereunder and under the Primary Servicing Agreement, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage LoansLoans and, in the circumstances set forth in the last sentence of Section 8.28(b), entered into a new primary servicing agreement with the predecessor Master Servicer in substantially the same form as Exhibit AA attached hereto. The Except as provided in the next sentence, the Trustee or other successor Special Servicer may not succeed the Special Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, in the -210- event that the Master Servicer is terminated as a result of an event described in Section 8.28(a)(v), 8.28(a)(vi) or 8.28(a)(vii), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to the Master Servicer and shall use commercially reasonable efforts within 90 days of assuming the duties of the Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of the Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Master Servicer agrees to cooperate with the Trustee Trustee, the Paying Agent and the Fiscal Agent in effecting the termination of the Special Master Servicer’s 's responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special Master Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Master Servicer in any REO the Certificate Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If the date specified in Master Servicer receives a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a8.28(a) relating solely to an Event of Default set forth in clause (viii) or (ix) of Section 8.28(a), all authorityand if the Master Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, power and then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Master Servicer) solicit good faith bids for the rights of to service the Special Servicer Mortgage Loans under this Agreement from at least three but no more than five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Master Servicer shall supply the Trustee with respect the names of Persons from whom to solicit such bids. In no event shall the applicable Serviced Pari Passu Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage LoanLoans under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, whether such Mortgage Loan is as a Specially Serviced Mortgage Loan or otherwisecondition of its bid, shall terminateto enter into this Agreement as successor Master Servicer, and to agree to be bound by the terms hereof and the terms of the Primary Servicing Agreement, not later than 30 days after termination of the Master Servicer hereunder. The Trustee is hereby authorized shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) (the "Successful Bidder") to act as successor Master Servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant to the terms hereof, and empowered in connection therewith to execute and deliver, on behalf deliver the amount of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and Successful Bidder's cash bid to do or accomplish all other acts or things necessary or appropriate the Trustee by wire transfer of immediately available funds to effect an account specified by the purposes of such notice of termination.Trustee no later than 10:00 a.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Trust 2004-Top16)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of the first paragraph of Section 9.30(a)8.28, specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by the Master Servicer to the Paying Agent shall be made, shall be given promptly in writing by the Special Master Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special Master Servicer (other than the rights and duties obligation of the Special Master Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 pay to the Paying Agent the amounts remaining in the Certificate Account as set forth below and 9.28 hereofthe obligations of the Master Servicer to the Trustee and the Trust and the Fiscal Agent as provided herein) shall terminate and the Special Master Servicer shall transfer to the Master Servicer Paying Agent the amounts remaining in each REO the Certificate Account (and any sub-account) after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the Certificate Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Master Servicer pursuant to clause (ii) of the first paragraph of Section 9.30(a)8.28, or on the date on which a written notice of termination is given to the Master Servicer pursuant to clause (iii) of the first paragraph of Section 8.28 all authority, power and rights of the Special Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminateterminate (except for any rights relating to unpaid servicing compensation or unreimbursed Advances or, subject if the terminated Master Servicer is Xxxxx Fargo Bank, National Association, its rights to the Special Servicer’s right to receive compensation and indemnification as expressly Excess Servicing Fee); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Master Servicer be effective until the Trustee or other a successor Special Servicer servicer shall have succeeded the Special Master Servicer as successor Special Servicerservicer, subject to approval by the Rating Agencies, notified the Special Master Servicer of such designation, designation and such successor Special Servicer servicer shall have assumed the Special Master Servicer’s 's obligations and responsibilitiesresponsibilities hereunder and under the Primary Servicing Agreement, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage LoansLoans and, in the circumstances set forth in the last sentence of Section 8.28(b), entered into a new primary servicing agreement with the predecessor Master Servicer in substantially the same form as Exhibit AA attached hereto. The Except as provided in the next sentence, the Trustee or other successor Special Servicer may not succeed the Special Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the -215- foregoing sentence, in the event that the Master Servicer is terminated as a result of an event described in Section 8.28(a)(vii), 8.28(a)(viii) or 8.28(a)(ix), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to the Master Servicer and shall use commercially reasonable efforts within 90 days of assuming the duties of the Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of the Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Master Servicer agrees to cooperate with the Trustee Trustee, the Paying Agent and the Fiscal Agent in effecting the termination of the Special Master Servicer’s 's responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special Master Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Master Servicer in any REO the Certificate Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If the date specified in Master Servicer receives a written notice of termination given to the Special Servicer pursuant to clause (ii) of the first paragraph of Section 9.30(a8.28 relating solely to an Event of Default set forth in clause (v), all authority(vi) or (x) of Section 8.28(a), power and if the Master Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Master Servicer) solicit good faith bids for the rights of to service the Special Servicer Mortgage Loans under this Agreement from at least three but no more than five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Master Servicer shall supply the Trustee with respect the names of Persons from whom to solicit such bids. In no event shall the applicable Serviced Pari Passu Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage LoanLoans under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, whether such Mortgage Loan is as a Specially Serviced Mortgage Loan or otherwisecondition of its bid, shall terminateto enter into this Agreement as successor Master Servicer, and to agree to be bound by the terms hereof and the terms of the Primary Servicing Agreement, not later than 30 days after termination of the Master Servicer hereunder. The Trustee is hereby authorized shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) (the "Successful Bidder") to act as successor Master Servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant to the terms hereof, and empowered in connection therewith to execute and deliver, on behalf deliver the amount of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and Successful Bidder's cash bid to do or accomplish all other acts or things necessary or appropriate the Trustee by wire transfer of immediately available funds to effect an account specified by the purposes of such notice of termination.Trustee no later than 10:00 a.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2005 TOP 17)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a8.28(a), specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by the Master Servicer to the Paying Agent shall be made, shall be given promptly in writing by the Special Master Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special Master Servicer (other than the rights and duties obligation of the Special Master Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 pay to the Paying Agent the amounts remaining in the Certificate Account as set forth below and 9.28 hereofthe obligations of the Master Servicer to the Trustee and the Trust and the Fiscal Agent as provided herein) shall terminate and the Special Master Servicer shall transfer to the Master Servicer Paying Agent the amounts remaining in each REO the Certificate Account (and any sub-account) after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the Certificate Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Master Servicer pursuant to clause (ii) of Section 9.30(a8.28(a), or on the date on which a written notice of termination is given to the Master Servicer pursuant to clause (iii) of Section 8.28(a) all authority, power and rights of the Special Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminateterminate (except for any rights relating to unpaid servicing compensation or unreimbursed Advances or, subject if the terminated Master Servicer is Xxxxx Fargo Bank, National Association, its rights to the Special Servicer’s right to receive compensation and indemnification as expressly Excess Servicing Fee); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Master Servicer be effective until the Trustee or other a successor Special Servicer servicer shall have succeeded the Special Master Servicer as successor Special Servicerservicer, subject to approval by the Rating Agencies, notified the Special Master Servicer of such designation, designation and such successor Special Servicer servicer shall have assumed the Special Master Servicer’s 's obligations and responsibilitiesresponsibilities hereunder and under the Primary Servicing Agreement, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage LoansLoans and, in the circumstances set forth in the last sentence of Section 8.28(b), entered into a new primary servicing agreement with the predecessor Master Servicer in substantially the same form as Exhibit AA attached hereto. The Except as provided in the next sentence, the Trustee or other successor Special Servicer may not succeed the Special Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, in the event that the Master Servicer is terminated as a result of an event described in Section
(a) (v), 8.28(a)(vi) or 8.28(a)(vii), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to the Master Servicer and shall use commercially reasonable efforts within 90 days of assuming the duties of the Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of the Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Master Servicer agrees to cooperate with the Trustee Trustee, the Paying Agent and the Fiscal Agent in effecting the termination of the Special Master Servicer’s 's responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special Master Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Master Servicer in any REO the Certificate Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If the date specified in Master Servicer receives a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a8.28(a) relating solely to an Event of Default set forth in clause (viii), all authority(ix) or (x) of Section 8.28(a), power and if the Master Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Master Servicer) solicit good faith bids for the rights of to service the Special Servicer Mortgage Loans under this Agreement from at least three but no more than five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Master Servicer shall supply the Trustee with respect the names of Persons from whom to solicit such bids. In no event shall the applicable Serviced Pari Passu Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage LoanLoans under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, whether such Mortgage Loan is as a Specially Serviced Mortgage Loan or otherwisecondition of its bid, shall terminateto enter into this Agreement as successor Master Servicer, and to agree to be bound by the terms hereof and the terms of the Primary Servicing Agreement, not later than 30 days after termination of the Master Servicer hereunder. The Trustee is hereby authorized shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) (the "Successful Bidder") to act as successor Master Servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant to the terms hereof, and empowered in connection therewith to execute and deliver, on behalf deliver the amount of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and Successful Bidder's cash bid to do or accomplish all other acts or things necessary or appropriate the Trustee by wire transfer of immediately available funds to effect an account specified by the purposes of such notice of termination.Trustee no later than 10:00 a.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns Commercial Mort Sec Tru 2003-Top12)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a8.28(a), specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by the Master Servicer to the Paying Agent shall be made, shall be given promptly in writing by the Special Master Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special Master Servicer (other than the rights and duties obligation of the Special Master Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 pay to the Paying Agent the amounts remaining in the Certificate Account as set forth below and 9.28 hereofthe obligations of the Master Servicer to the Trustee and the Trust and the Fiscal Agent as provided herein) shall terminate and the Special Master Servicer shall transfer to the Master Servicer Paying Agent the amounts remaining in each REO the Certificate Account (and any sub-account) after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the Certificate Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Master Servicer pursuant to clause (ii) of Section 9.30(a8.28(a), or on the date on which a written notice of termination is given to the Master Servicer pursuant to clause (iii) of Section 8.28(a) all -207- authority, power and rights of the Special Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminateterminate (except for any rights relating to unpaid servicing compensation or unreimbursed Advances or, subject if the terminated Master Servicer is Xxxxx Fargo Bank, National Association, its rights to the Special Servicer’s right to receive compensation and indemnification as expressly Excess Servicing Fee); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Master Servicer be effective until the Trustee or other a successor Special Servicer servicer shall have succeeded the Special Master Servicer as successor Special Servicerservicer, subject to approval by the Rating Agencies, notified the Special Master Servicer of such designation, designation and such successor Special Servicer servicer shall have assumed the Special Master Servicer’s 's obligations and responsibilitiesresponsibilities hereunder and under the Primary Servicing Agreements, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage LoansLoans and, in the circumstances set forth in the last sentence of Section 8.28(b), entered into a new primary servicing agreement with the predecessor Master Servicer in substantially the same form as Exhibit AA attached hereto. The Except as provided in the next sentence, the Trustee or other successor Special Servicer may not succeed the Special Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, in the event that the Master Servicer is terminated as a result of an event described in Section 8.28(a)(vii), 8.28(a)(viii) or 8.28(a)(ix), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to the Master Servicer and shall use commercially reasonable efforts within 90 days of assuming the duties of the Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of the Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Master Servicer agrees to cooperate with the Trustee Trustee, the Paying Agent and the Fiscal Agent in effecting the termination of the Special Master Servicer’s 's responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special Master Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Master Servicer in any REO the Certificate Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If the date specified in Master Servicer receives a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a8.28(a) relating solely to an Event of Default set forth in clause (v), all authority(vi) or (x) of Section 8.28(a), power and if the Master Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Master Servicer) solicit good faith bids for the rights of to service the Special Servicer Mortgage Loans under this Agreement from at least three but no more than five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Master Servicer shall supply the Trustee with respect the names of Persons from whom to solicit such bids. In no event shall the applicable Serviced Pari Passu Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage LoanLoans under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, whether such Mortgage Loan is as a Specially Serviced Mortgage Loan or otherwisecondition of its bid, shall terminateto enter into this Agreement as successor Master Servicer, and to agree to be bound by the terms hereof and the terms of the Primary Servicing Agreements, not later than 30 days after termination of the Master Servicer hereunder. The Trustee is hereby authorized shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) (the "Successful Bidder") to act as successor Master Servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant to the terms hereof, and empowered in connection therewith to execute and deliver, on behalf deliver the amount of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and Successful Bidder's cash bid to do or accomplish all other acts or things necessary or appropriate the Trustee by wire transfer of immediately available funds to effect an account specified by the purposes of such notice of termination.Trustee no later than 10:00 a.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Dean Witter Capital I Inc Ser 2003 Top9)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a), specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Special Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the final Distribution Date will occur. Upon any such termination, the rights and duties of the Special Servicer (other than the rights and duties obligations of the Special Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.8 and 9.24 and 9.28 hereof) shall terminate and the Special Servicer shall transfer to the Master Servicer the amounts remaining in each REO Account and shall thereafter terminate each REO Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.. 174 184
(b) On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate, subject to the Special Servicer’s right to receive compensation and indemnification as expressly provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Servicer be effective until the Trustee or other successor Special Servicer shall have succeeded the Special Servicer as successor Special Servicer, notified the Special Servicer of such designation, and such successor Special Servicer shall have assumed the Special Servicer’s 's obligations and responsibilities, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the Special Servicer as Special Servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Servicer pursuant to Section 9.20 hereof and otherwise complies with Section 9.30(g)hereof. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Special Servicer agrees to cooperate with the Trustee and the Fiscal Agent in effecting the termination of the Special Servicer’s 's responsibilities and rights hereunder as Special Servicer including, without limitation, providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer designated by the Trustee to assume the Special Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Servicer in any REO Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement with respect to the applicable Serviced Pari Passu Mortgage Loan, whether such Mortgage Loan is a Specially Serviced Mortgage Loan or otherwise, shall terminate. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Inc)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (ii)(B) of Section 9.30(a), specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the applicable Special Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan REO Property or (ii) the sixth (6th) day of the month in which the final Distribution Date will occur. Upon any such termination, the rights and duties of the applicable Special Servicer (other than the rights and duties of the applicable Special Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.23 and 9.24 and 9.28 hereof) shall terminate and the applicable Special Servicer shall transfer to the applicable Master Servicer the amounts remaining in each REO Account and shall thereafter terminate each REO Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the a Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the such Special Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate, subject to the Special Servicer’s right to receive compensation and indemnification as expressly ; provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the such Special Servicer be effective until the Trustee or other successor Special Servicer shall have succeeded the such Special Servicer as successor Special Servicer, notified the such Special Servicer of such designation, and such successor Special Servicer shall have assumed the such Special Servicer’s 's obligations and responsibilities, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the such Special Servicer as Special Servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the a Special Servicer pursuant to Section 9.20 hereof and otherwise complies with Section 9.30(g)hereof. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special ServicerServicers, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Each Special Servicer agrees to cooperate with the Trustee and the Fiscal Agent in effecting the termination of the a Special Servicer’s 's responsibilities and rights hereunder as Special Servicer including, without limitation, providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer designated by the Trustee to assume the such Special Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the applicable Special Servicer in any the applicable REO Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement with respect to the applicable Serviced Pari Passu Mortgage Loan, whether such Mortgage Loan is a Specially Serviced Mortgage Loan or otherwise, shall terminate. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2005 IQ9)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a8.28(a), specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by the Master Servicer to the Paying Agent shall be made, shall be given promptly in writing by the Special Master Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special Master Servicer (other than the rights and duties obligation of the Special Master Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 pay to the Paying Agent the amounts remaining in the Certificate Account as set forth below and 9.28 hereofthe obligations of the Master Servicer to the Trustee and the Trust as provided herein) shall terminate and the Special Master Servicer shall transfer to the Master Servicer Paying Agent the amounts remaining in each REO the Certificate Account (and any sub-account) after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the Certificate Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Master Servicer pursuant to clause (ii) of Section 9.30(a8.28(a), or on the date on which a written notice of termination is given to the Master Servicer pursuant to clause (iii) of Section 8.28(a) all authority, power and rights of the Special Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminateterminate (except for any rights relating to unpaid servicing compensation or unreimbursed Advances or, subject if the terminated Master Servicer is GMAC Commercial Mortgage Corporation, its rights to the Special Servicer’s right to receive compensation and indemnification as expressly Excess Servicing Fee); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Master Servicer be effective until the Trustee or other a successor Special Servicer servicer shall have succeeded the Special Master Servicer as successor Special Servicerservicer, subject to approval by the Rating Agencies, notified the Special Master Servicer of such designation, designation and such successor Special Servicer servicer shall have assumed the Special Master Servicer’s 's obligations and responsibilitiesresponsibilities hereunder and under the Primary Servicing Agreement, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage LoansLoans and, in the circumstances set forth in the last sentence of Section 8.28(b), entered into a new primary servicing agreement with the predecessor Master Servicer in substantially the same form as Exhibit AA attached hereto. The Except as provided in the next sentence, the Trustee or other successor Special Servicer may not succeed the Special Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Master Servicer pursuant to Section 9.20 hereof and otherwise complies with Section 9.30(g)8.22(b) hereof. The Trustee Notwithstanding the foregoing sentence, in the event that the Master Servicer is hereby authorized and empowered to execute and deliver, on behalf terminated as a result of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Special Servicer agrees to cooperate with the Trustee an event described in effecting the termination of the Special Servicer’s responsibilities and rights hereunder as Special Servicer including, without limitation, providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer designated by the Trustee to assume the Special Servicer’s functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Servicer in any REO Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement with respect to the applicable Serviced Pari Passu Mortgage Loan, whether such Mortgage Loan is a Specially Serviced Mortgage Loan or otherwise, shall terminate. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination.Section
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Dean Witter Cap I Inc Dep Series 2002-Hq)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of the first paragraph of Section 9.30(a)8.28, specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by the Master Servicer to the Paying Agent shall be made, shall be given promptly in writing by the Special Master Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special Master Servicer (other than the rights and duties obligation of the Special Master Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 pay to the Paying Agent the amounts remaining in the Certificate Account as set forth below and 9.28 hereofthe obligations of the Master Servicer to the Trustee and the Trust as provided herein) shall terminate and the Special Master Servicer shall transfer to the Master Servicer Paying Agent the amounts remaining in each REO the Certificate Account (and any sub-account) after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter -198- terminate each REO the Certificate Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Master Servicer pursuant to clause (ii) of the first paragraph of Section 9.30(a)8.28, or on the date on which a written notice of termination is given to the Master Servicer pursuant to clause (iii) of the first paragraph of Section 8.28 all authority, power and rights of the Special Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminateterminate (except for any rights relating to unpaid servicing compensation or unreimbursed Advances or, subject if the terminated Master Servicer is Xxxxx Fargo Bank, National Association, its rights to the Special Servicer’s right to receive compensation and indemnification as expressly Excess Servicing Fee); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Master Servicer be effective until the Trustee or other a successor Special Servicer servicer shall have succeeded the Special Master Servicer as successor Special Servicerservicer, subject to approval by the Rating Agencies, notified the Special Master Servicer of such designation, designation and such successor Special Servicer servicer shall have assumed the Special Master Servicer’s 's obligations and responsibilitiesresponsibilities hereunder and under the applicable Primary Servicing Agreement, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage LoansLoans and, in the circumstances set forth in the last sentence of Section 8.28(b), entered into a new primary servicing agreement with the predecessor Master Servicer in substantially the same form as Exhibit AA attached hereto. The Except as provided in the next sentence, the Trustee or other successor Special Servicer may not succeed the Special Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, in the event that the Master Servicer is terminated as a result of an event described in Section 8.28(a)(vii), 8.28(a)(viii) or 8.28(a)(ix), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to the Master Servicer and shall use commercially reasonable efforts within 90 days of assuming the duties of the Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of the Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Master Servicer agrees to cooperate with the Trustee and the Paying Agent, in effecting the termination of the Special Master Servicer’s 's responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special Master Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Master Servicer in any REO the Certificate Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If the date specified in Master Servicer receives a written notice of termination given to the Special Servicer pursuant to clause (ii) of the first paragraph of Section 9.30(a8.28 relating solely to an Event of Default set forth in clause (v) or (x) of Section 8.28(a), all authorityand if the Master Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, power and then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Master Servicer) solicit good faith bids for the rights of to service the Special Servicer Mortgage Loans under this Agreement from at least three but no more than five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Master Servicer shall supply the Trustee with respect the names of Persons from whom to solicit such bids. In no event shall the Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage Loans under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, as a condition of its bid, to enter into this Agreement as successor Master Servicer, and to agree to be bound by the terms hereof and the terms of the applicable Serviced Pari Passu Mortgage LoanPrimary Servicing Agreement, whether such Mortgage Loan is a Specially Serviced Mortgage Loan or otherwise, shall terminatenot later than 30 days after termination of the Master Servicer hereunder. The Trustee is hereby authorized shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) (the "Successful Bidder") to act as successor Master Servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant to the terms hereof, and empowered in connection therewith to execute and deliver, on behalf deliver the amount of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and Successful Bidder's cash bid to do or accomplish all other acts or things necessary or appropriate the Trustee by wire transfer of immediately available funds to effect an account specified by the purposes of such notice of termination.Trustee no later than 10:00 a.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2005-Hq7)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a8.28(a), specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by the Master Servicer to the Paying Agent shall be made, shall be given promptly in writing by the Special Master Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special Master Servicer (other than the rights and duties obligation of the Special Master Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 pay to the Paying Agent the amounts remaining in the Certificate Account as set forth below and 9.28 hereofthe obligations of the Master Servicer to the Trustee and the Trust and the Fiscal Agent as provided herein) shall terminate and the Special Master Servicer shall transfer to the Master Servicer Paying Agent the amounts remaining in each REO the Certificate Account (and any sub-account) after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the Certificate Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Master Servicer pursuant to clause (ii) of Section 9.30(a8.28(a), or on the date on which a written notice of termination is given to the Master Servicer pursuant to clause (iii) of Section 8.28(a) all authority, power and rights of the Special Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminateterminate (except for any rights relating to unpaid servicing compensation or unreimbursed Advances or, subject if the terminated Master Servicer is Xxxxx Fargo Bank, National Association, its rights to the Special Servicer’s right to receive compensation and indemnification as expressly Excess Servicing Fee); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Master Servicer be effective until the Trustee or other a successor Special Servicer servicer shall have succeeded the Special Master Servicer as successor Special Servicerservicer, subject to approval by the Rating Agencies, notified the Special Master Servicer of such designation, designation and such successor Special Servicer servicer shall have assumed the Special Master Servicer’s 's obligations and responsibilitiesresponsibilities hereunder and under the Primary Servicing Agreements, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage LoansLoans and, in the circumstances set forth in the last sentence of Section 8.28(c), entered into a new primary servicing agreement with the predecessor Master Servicer in substantially the same form as Exhibit AA attached hereto. The Except as provided in the next sentence, the Trustee or other successor Special Servicer may not succeed the Special Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, in the event that the Master Servicer is terminated as a result of an event described in Section 8.28(b)(vii), 8.28(b)(viii) or 8.28(b)(ix), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to the Master Servicer and shall use commercially reasonable efforts within 90 days of assuming the duties of the Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of the Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Master Servicer agrees to cooperate with the Trustee Trustee, the Paying Agent and the Fiscal Agent in effecting the termination of the Special Master Servicer’s 's responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special Master Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Master Servicer in any REO the Certificate Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If the date specified in Master Servicer receives a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a8.28(a) relating solely to an Event of Default set forth in clause (v) or (x) of Section 8.28(b), all authorityand if the Master Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, power and then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Master Servicer) solicit good faith bids for the rights of to service the Special Servicer Mortgage Loans under this Agreement from at least three but no more than five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Master Servicer shall supply the Trustee with respect the names of Persons from whom to solicit such bids. In no event shall the applicable Serviced Pari Passu Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage Loan, whether such Mortgage Loan is a Specially Serviced Mortgage Loan or otherwise, Loans under this Agreement.
(d) Each bid proposal shall terminate. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicerrequire any Successful Bidder, as attorney-in-fact or otherwisea condition of its bid, any and all documents and other instrumentsto enter into this Agreement as successor Master Servicer, and to do or accomplish all other acts or things necessary or appropriate agree to effect the purposes of such notice of termination.be bound by the
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Trust 2001-Top4)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a), specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Special Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the final Distribution Date will occur. Upon any such termination, the rights and duties of the Special Servicer (other than the rights and duties of the Special Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.23 and 9.24 and 9.28 hereof) shall terminate and the Special Servicer shall transfer to the Master Servicer the amounts remaining in each REO Account and shall thereafter terminate each REO Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power rights and rights duties of the Special Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate, subject to terminate (other than the rights and duties of the Special Servicer’s right Servicer pursuant to receive compensation Sections 9.8, 9.23 and indemnification as expressly provided herein, as well as the benefit of any other rights that survive termination hereunder9.24 hereof); provided, that in no event shall the termination of the Special Servicer be effective until the Trustee or other successor Special Servicer shall have succeeded the Special Servicer as successor Special Servicer, notified the Special Servicer of such designation, and such successor Special Servicer shall have assumed the Special Servicer’s 's obligations and responsibilities, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the Special Servicer as Special Servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Servicer pursuant to Section 9.20 hereof and otherwise complies with Section 9.30(g)hereof. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Special Servicer agrees to cooperate with the Trustee and the Fiscal Agent in effecting the termination of the Special Servicer’s 's responsibilities and rights hereunder as Special Servicer including, without limitation, providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer designated by the Trustee to assume the Special Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Servicer in any REO 188 Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On the date specified in a written notice of .
(c) Upon any termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement hereunder, any Work-Out Fees payable with respect to any then existing Rehabilitated Mortgage Loans shall cease to be payable (either to the applicable Serviced Pari Passu Mortgage Loan, whether such Mortgage Loan is a Specially Serviced Mortgage Loan terminated Special Servicer or otherwise, shall terminate. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of terminationsuccessor).
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Inc)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a8.28(a), specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by the Master Servicer to the Trustee shall be made, shall be given promptly in writing by the Special Master Servicer to the Trustee and the Certificate Administrator no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special Master Servicer (other than the rights and duties obligation of the Special Master Servicer pursuant to Sections 9.8pay to the Trustee the amounts remaining in the Certificate Account as set forth below and the obligations of the Master Servicer to the Trustee, 9.21, 9.23, 9.24 the Trust and 9.28 hereofthe Fiscal Agent as provided herein) shall terminate and the Special Master Servicer shall transfer to the Master Servicer Trustee the amounts remaining in each REO the Certificate Account after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the Certificate Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Master Servicer pursuant to clause (ii) of Section 9.30(a8.28(a), all authority, power and rights of the Special Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate, subject to the Special Servicer’s right to receive compensation and indemnification as expressly ; provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Master Servicer be effective until the Trustee or other a successor Special Servicer servicer shall have succeeded the Special Master Servicer as successor Special Servicerservicer, notified the Special Master Servicer of such designation, and such successor Special Servicer servicer shall have assumed the Special Servicer’s 's obligations and responsibilities, as set forth in an agreement substantially in the form 135 143 hereof, with respect to the Specially Serviced Mortgage Loans. The Except as provided in the next sentence, the Trustee or other successor Special Servicer may not succeed the Special Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, in the event that the Master Servicer is terminated as a result of an event described in Section 8.28(b)(v), 8.28(b)(vi) or 8.28(b)(vii), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to the Master Servicer and shall use its best efforts within 90 days of assuming the duties of the Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of the Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Master Servicer agrees to cooperate with the Trustee and the Fiscal Agent in effecting the termination of the Special Master Servicer’s 's responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special Master Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Master Servicer in any REO the Certificate Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement with respect to the applicable Serviced Pari Passu Mortgage Loan, whether such Mortgage Loan is a Specially Serviced Mortgage Loan or otherwise, shall terminate. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Inc)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a), specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Special Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the final Distribution Date will occur. Upon any such termination, the rights and duties of the Special Servicer (other than the rights and duties of the Special Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.23 and 9.24 hereof and 9.28 hereofsubsection (c) below) shall terminate and the Special Servicer shall transfer to the Master Servicer the amounts remaining in each REO Account and shall thereafter terminate each REO Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power rights and rights duties of the Special Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate, subject to terminate (other than the rights and duties of the Special Servicer’s right Servicer pursuant to receive compensation Sections 9.8, 9.23 and indemnification as expressly provided herein, as well as the benefit of any other rights that survive termination hereunder9.24 hereof and subsection (c) below); provided, that in no event shall the termination of the Special Servicer be effective until the Trustee or other successor Special Servicer shall have succeeded the Special Servicer as successor Special Servicer, notified the Special Servicer of such designation, and such successor Special Servicer shall have assumed the Special Servicer’s 's obligations and responsibilities, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the Special Servicer as Special Servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Servicer pursuant to Section 9.20 hereof and otherwise complies with Section 9.30(g)hereof. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Special Servicer agrees to cooperate with the Trustee and the Fiscal Agent in effecting the termination of the Special Servicer’s 's responsibilities and rights hereunder as Special Servicer including, without limitation, providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer designated by the Trustee to assume the Special Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Servicer in any REO Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On the date specified in a written notice of .
(c) Upon any termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement with respect to the applicable Serviced Pari Passu Mortgage Loan, whether such Mortgage Loan is a Specially Serviced Mortgage Loan or otherwise, shall terminate. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, it shall retain the right to receive any and all documents Workout Fees payable in respect of Mortgage Loans that became Rehabilitated Mortgage Loans during the period that it acted as Special Servicer and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect that were still Rehabilitated Mortgage Loans at the purposes time of such notice termination (and the successor Special Servicer shall not be entitled to any portion of terminationsuch Workout Fees), in each case until such time (if any) as such Mortgage Loan again becomes a Specially Serviced Mortgage Loan.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Inc)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a), specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Special Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the final Distribution Date will occur. Upon any such termination, the rights and duties of the Special Servicer (other than the rights and duties of the Special Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.23 and 9.24 and 9.28 hereof) shall terminate and the Special Servicer shall transfer to the Master Servicer the amounts remaining in each REO Account and shall thereafter terminate each REO Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate, subject to the Special Servicer’s right to receive compensation and indemnification as expressly provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Servicer be effective until the Trustee or other successor Special Servicer shall have succeeded the Special Servicer as successor Special Servicer, notified the Special Servicer of such designation, and such successor Special Servicer shall have assumed the Special Servicer’s 's obligations and responsibilities, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the Special Servicer as Special Servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Servicer pursuant to Section 9.20 hereof and otherwise complies with Section 9.30(g)hereof. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Special Servicer agrees to cooperate with the Trustee and the Fiscal Agent in effecting the termination of the Special Servicer’s 's responsibilities and rights hereunder as Special Servicer including, without limitation, providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer designated by the Trustee to assume the Special Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Servicer in any REO Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If the date specified in Special Servicer receives a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a) relating solely to an event set forth in Section 9.30(b)(v), all authority(ix) or (x), power and if the Special Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Special Servicer) solicit good faith bids for the rights of the to be appointed as Special Servicer under this Agreement from at least three but no more than five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Special Servicer shall supply the Trustee with respect the names of Persons from whom to solicit such bids. In no event shall the applicable Serviced Pari Passu Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage LoanLoans, whether such Mortgage any B Note and the Xxxx Xxxxx Companion Loan is under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, as a Specially Serviced Mortgage Loan or otherwisecondition of its bid, shall terminateto enter into this Agreement as successor Special Servicer, and to agree to be bound by the terms hereof, not later than 30 days after termination of the Special Servicer hereunder. The Trustee shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) that is hereby authorized also acceptable to the Operating Adviser (the "Successful Bidder") to act as successor Special Servicer hereunder. If no bidder is acceptable to the Operating Adviser, the Operating Adviser shall appoint the successor Special Servicer after consultation with the Controlling Class, provided that the successor Special Servicer so appointed must be bound by the terms of this Agreement and empowered there must be delivered a Rating Agency Confirmation in connection with such appointment. The Trustee shall direct the Successful Bidder to execute and deliver, on behalf enter into this Agreement as successor Special Servicer pursuant to the terms hereof not later than 30 days after the termination of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instrumentsServicer hereunder, and in connection therewith to do or accomplish all other acts or things necessary or appropriate deliver the amount of the Successful Bidder's cash bid to effect the purposes Trustee by wire transfer of such notice of termination.immediately available funds to an account specified by the Trustee no later than 10:00 a.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Dean Witter Cap I Inc Dep for Ser 2003 Hq2)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a8.28(a), specifying the Distribution Master Servicer Remittance Date upon which the final distribution transfer by the Master Servicer to the Paying Agent shall be made, shall be given promptly in writing by the Special Master Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special Master Servicer (other than the rights and duties obligation of the Special Master Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 pay to the Paying Agent the amounts remaining in the Certificate Account as set forth below and 9.28 hereofthe obligations of the Master Servicer to the Trustee and the Trust and the Fiscal Agent as provided herein) shall terminate and the Special Master Servicer shall transfer to the Master Servicer Paying Agent the amounts remaining in each REO the Certificate Account (and any sub-account) after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the Certificate Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Master Servicer pursuant to clause (ii) of Section 9.30(a8.28(a), or on the date on which a written notice of termination is given to the Master Servicer pursuant to clause (iii) of Section 8.28(a) all authority, power and rights of the Special Master Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminateterminate (except for any rights relating to unpaid servicing compensation or unreimbursed Advances or, subject if the terminated Master Servicer is Xxxxx Fargo Bank, National Association, its rights to the Special Servicer’s right to receive compensation and indemnification as expressly Excess Servicing Fee); provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Master Servicer be effective until the Trustee or other a successor Special Servicer servicer shall have succeeded the Special Master Servicer as successor Special Servicerservicer, subject to approval by the Rating Agencies, notified the Special Master Servicer of such designation, designation and such successor Special Servicer servicer shall have assumed the Special Master Servicer’s 's obligations and responsibilitiesresponsibilities hereunder, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage LoansLoans and, in the circumstances set forth in the last sentence of Section 8.28(b), entered into a new primary servicing agreement with the predecessor Master Servicer in substantially the same form as Exhibit AA attached hereto. The Except as provided in the next sentence, the Trustee or other successor Special Servicer may not succeed the Special Master Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Master Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, in the event that the Master Servicer is terminated as a result of an event described in Section 8.28(a)(vii), 8.28(a)(viii) or 8.28(a)(ix), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to the Master Servicer and shall use commercially reasonable efforts within 90 days of assuming the duties of the Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of the Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Master Servicer agrees to cooperate with the Trustee Trustee, the Paying Agent and the Fiscal Agent in effecting the termination of the Special Master Servicer’s 's responsibilities and rights hereunder as Special Master Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special Master Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Master Servicer in any REO the Certificate Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If the date specified in Master Servicer receives a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a8.28(a) relating solely to an Event of Default set forth in clause (v) or (x) of Section 8.28(a), all authorityand if the Master Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, power and then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Master Servicer) solicit good faith bids for the rights of to service the Special Servicer Mortgage Loans under this Agreement from at least three but no more than five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Master Servicer shall supply the Trustee with respect the names of Persons from whom to solicit such bids. In no event shall the applicable Serviced Pari Passu Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage LoanLoans under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, whether such Mortgage Loan is as a Specially Serviced Mortgage Loan or otherwisecondition of its bid, shall terminateto enter into this Agreement as successor Master Servicer, and to agree to be bound by the terms hereof, not later than 30 days after termination of the Master Servicer hereunder. The Trustee is hereby authorized and empowered shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) (the "Successful Bidder") to execute and deliver, on behalf of the Special Servicer, act as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination.successor Master
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Dean Witter Cap I Inc Dep for Ser 2003 Hq2)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (ii)(B) of Section 9.30(a), specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the applicable Special Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan REO Property or (ii) the sixth (6th) day of the month in which the final Distribution Date will occur. Upon any such termination, the rights and duties of the applicable Special Servicer (other than the rights and duties of the applicable Special Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.23 and 9.24 and 9.28 hereof) shall terminate and the applicable Special Servicer shall transfer to the applicable Master Servicer the amounts remaining in each REO Account and shall thereafter terminate each REO Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the a Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the such Special Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate, subject to the Special Servicer’s right to receive compensation and indemnification as expressly ; provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the such Special Servicer be effective until the Trustee or other successor Special Servicer shall have succeeded the such Special Servicer as successor Special Servicer, notified the such Special Servicer of such designation, and such successor Special Servicer shall have assumed the such Special Servicer’s 's obligations and responsibilities, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the such Special Servicer as Special Servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the a Special Servicer pursuant to Section 9.20 hereof and otherwise complies with Section 9.30(g)hereof. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special ServicerServicers, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Each Special Servicer agrees to cooperate with the Trustee in effecting the termination of the a Special Servicer’s 's responsibilities and rights hereunder as Special Servicer including, without limitation, providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer designated by the Trustee to assume the such Special Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the applicable Special Servicer in any the applicable REO Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement with respect to the applicable Serviced Pari Passu Mortgage Loan, whether such Mortgage Loan is a Specially Serviced Mortgage Loan or otherwise, shall terminate. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2005 IQ10)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a), specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Special Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the final Distribution Date will occur. Upon any such termination, the rights and duties of the Special Servicer (other than the rights and duties of the Special Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.23 and 9.24 and 9.28 hereof) shall terminate and the Special Servicer shall transfer to the Master Servicer the amounts remaining in each REO Account and shall thereafter terminate each REO Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate, subject to the Special Servicer’s right to receive compensation and indemnification as expressly provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Servicer be effective until the Trustee or other successor Special Servicer shall have succeeded the Special Servicer as successor Special Servicer, notified the Special Servicer of such designation, and such successor Special Servicer shall have assumed the Special Servicer’s 's obligations and responsibilities, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the Special Servicer as Special Servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Servicer pursuant to Section 9.20 hereof and otherwise complies with Section 9.30(g)hereof. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Special Servicer agrees to cooperate with the Trustee in effecting the termination of the Special Servicer’s 's responsibilities and rights hereunder as Special Servicer including, without limitation, providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer designated by the Trustee to assume the Special Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Servicer in any REO Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) the second sentence of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement with respect to the applicable Serviced Pari Passu Mortgage Loan, whether such Mortgage Loan is a Specially Serviced Mortgage Loan or otherwise, shall terminate. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination.
(c) If the Special Servicer receives a written notice of termination pursuant to clause (ii) of Section 9.30(a) relating solely to an event set forth in Section 9.30(b)(v) or (ix), and if the Special Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Special Servicer) solicit good faith bids for the rights to be appointed as Special Servicer under this Agreement from at least three but no more than five Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Special Servicer shall supply the Trustee with the names of Persons from whom to solicit such bids. In no event shall the Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage Loans, any Serviced Companion Mortgage Loan and any B Note under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, as a condition of its bid, to enter into this Agreement as successor Special Servicer, and to agree to be bound by the terms hereof, not later than 30 days after termination of the Special Servicer hereunder. The Trustee shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) that is also acceptable to the Operating Adviser (the "Successful Bidder") to act as successor Special Servicer hereunder. If no bidder is acceptable to the Operating Adviser, the Operating Adviser shall appoint the successor Special Servicer after consultation with the Controlling Class, provided that the successor Special Servicer so appointed must be bound by the terms of this Agreement and there must be delivered a Rating Agency Confirmation (including with respect to any securities evidencing interests in the Serviced Companion Mortgage Loans) in connection with such appointment. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Special Servicer pursuant to the terms hereof not later than 30 days after the termination of the Special Servicer hereunder, and in connection therewith to deliver the amount of the Successful Bidder's cash bid to the Trustee by wire transfer of immediately available funds to an account specified by the Trustee no later than 10:00 a.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2005-Hq7)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a), specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Special Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the final Distribution Date will occur. Upon any such termination, the rights and duties of the Special Servicer (other than the rights and duties obligations of the Special Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.8 and 9.24 and 9.28 hereof) shall terminate and the Special Servicer shall transfer to the Master Servicer the amounts remaining in each REO Account and shall thereafter terminate each REO Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate, subject to the Special Servicer’s right to receive compensation and indemnification as expressly provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Servicer be effective until the Trustee or other successor Special Servicer shall have succeeded the Special Servicer as successor Special Servicer, notified the Special Servicer of such designation, and such successor Special Servicer shall have assumed the Special Servicer’s 's obligations and responsibilities, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the Special Servicer as Special Servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Servicer pursuant to Section 9.20 hereof and otherwise complies with Section 9.30(g)hereof. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Special Servicer agrees to cooperate with the Trustee and the Fiscal Agent in effecting the termination of the Special Servicer’s 's responsibilities and rights hereunder as Special Servicer including, without limitation, providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer designated by the Trustee to assume the Special Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Servicer in any REO Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If the date specified in Special Servicer receives a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a) relating solely to an event set forth in Section 9.30(b)(v), all authority(vi) or (vii), power and if the Special Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Special Servicer) solicit good faith bids for the rights of the to be appointed as Special Servicer under this Agreement from at least three Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Special Servicer shall supply the Trustee with respect the names of Persons from whom to solicit such bids. In no event shall the applicable Serviced Pari Passu Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage LoanLoans under this Agreement.
(d) Each bid proposal shall require any Successful Bidder, whether such Mortgage Loan is as a Specially Serviced Mortgage Loan or otherwisecondition of its bid, shall terminateto enter into this Agreement as successor Special Servicer, and to agree to be bound by the terms hereof, not later than 30 days after termination of the Special Servicer hereunder. The Trustee shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master Servicer may direct) that is hereby authorized also acceptable to the Operating Adviser (the "Successful Bidder") to act as successor Special Servicer hereunder. If no bidder is acceptable to the Operating Adviser, the Operating Adviser shall appoint the successor Special Servicer after consultation with the Controlling Class, provided that the successor Special Servicer so appointed must be bound by the terms of this Agreement and empowered there must be delivered a Rating Agency Confirmation in connection with such appointment. The Trustee shall direct the Successful Bidder to execute and deliver, on behalf enter into this Agreement as successor Special Servicer pursuant to the terms hereof not later than 30 days after the termination of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instrumentsServicer hereunder, and in connection therewith to do or accomplish all other acts or things necessary or appropriate deliver the amount of the Successful Bidder's cash bid to effect the purposes Trustee by wire transfer of such notice of termination.immediately available funds to an account specified by the Trustee no later than
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Dean Witter Capital I Inc Series 2000 Life1)
Procedure Upon Termination. 158
(a) Notice of any termination pursuant to clause (i) of Section 9.30(a8.28(a), specifying the Distribution Servicer Remittance Date upon which the final distribution transfer by the Servicer to the Paying Agent shall be made, shall be given promptly in writing by the Special Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the of such final Distribution Date will occurdistribution. Upon any such termination, the rights and duties of the Special Servicer (other than the rights and duties obligation of the Special Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 pay to the Paying Agent the amounts remaining in the Certificate Account as set forth below and 9.28 hereofthe obligations of the Servicer to the Trustee and the Trust and the Fiscal Agent as provided herein) shall terminate and the Special Servicer shall transfer to the Master Servicer Paying Agent the amounts remaining in each REO the Certificate Account after making the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate each REO the Certificate Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a8.28(a), or on the date on which a written notice of termination is given to the Servicer pursuant to clause (iii) of Section 8.28(a) all authority, power and rights of the Special Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate, subject to the Special Servicer’s right to receive compensation and indemnification as expressly ; provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Servicer be effective until the Trustee or other a successor Special Servicer servicer shall have succeeded the Special Servicer as successor Special Servicerservicer, notified the Special Servicer of such designation, a Rating Agency Confirmation shall have been obtained from each Rating Agency with respect to such designation, and such successor Special Servicer servicer shall have assumed the Special Servicer’s 's obligations and responsibilities, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Except as provided in the next sentence, the Trustee or other successor Special Servicer may not succeed the Special Servicer as Special Servicer servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Servicer pursuant to Section 9.20 8.22(b) hereof. Notwithstanding the foregoing sentence, in the event that the Servicer is terminated as a result of an event described in Section 8.28(b)(v), 8.28(b)(vi) or 8.28(b)(vii), the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to the Servicer and shall use its best efforts within 90 days of assuming the duties of the Servicer, either to satisfy the conditions of Section 8.22(b) hereof and otherwise complies with Section 9.30(g)or to transfer the duties of the Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Special Servicer agrees to cooperate with the Trustee Trustee, the Paying Agent and the Fiscal Agent in effecting the termination of the Special Servicer’s 's responsibilities and rights hereunder as Special Servicer including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer servicer designated by the Trustee to assume the Special Servicer’s 's functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Servicer in any REO the Certificate Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On .
(c) If the date specified in Servicer receives a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a8.28(a) and such written notice of termination relates solely to an Event of Default specified in Section 8.28(b)(iv), all authorityand if the Servicer provides the Trustee with the appropriate "request for proposal" materials within five Business Days after receipt of such written notice of termination, power and then the Trustee shall promptly thereafter (using such "request for proposal" materials provided by the Servicer) solicit good faith bids for the rights of to service the Special Servicer Mortgage Loans under this Agreement from at least three Qualified Bidders or, if three Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee's request, the Servicer shall supply the Trustee with respect the names of Persons from whom to solicit such bids. In no event shall the applicable Serviced Pari Passu Trustee be responsible if less than three Qualified Bidders submit bids for the right to service the Mortgage LoanLoans under this Agreement. Each bid proposal shall require any Successful Bidder, whether such Mortgage Loan is as a Specially Serviced Mortgage Loan or otherwisecondition of its bid, shall terminateto enter into this Agreement as successor Servicer, and to agree to be bound by the terms hereof, not later than 30 days after termination of the Servicer hereunder. The Trustee is hereby authorized and empowered shall solicit bids (i) on the basis of such successor Servicer retaining all Sub-Servicers to execute and deliver, on behalf continue the primary servicing of the Special ServicerMortgage Loans pursuant to the terms of the respective sub-servicing agreements and to enter into a sub-servicing agreement with the terminated Servicer to service each of the Mortgage Loans not already subject to a sub-servicing agreement at a servicing fee rate per annum equal to the Servicing Fee Rate minus three basis points per Mortgage Loan serviced (each a "Servicing Retained Bid") and (ii) on the basis of terminating each sub-servicing agreement and sub-servicer (each a "Servicing Released Bid"). The Trustee shall select the Qualified Bidder with the highest cash Servicing Retained Bid (or, if none, the highest cash Servicing Released Bid) to act as attorneysuccessor Servicer hereunder or such other Qualified Bidder as the terminated Servicer may direct (the "Successful Bidder"). The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Servicer pursuant to the terms hereof (and, if the successful bid was a Servicing Retained Bid, to enter into a Sub-in-fact or otherwiseServicing Agreement with the terminated Servicer as contemplated above), any and all documents and other instrumentsnot later than 30 days after the termination of the Servicer hereunder, and in connection therewith to do or accomplish all other acts or things necessary or appropriate deliver the amount of the Successful Bidder's cash bid to effect the purposes Trustee by wire transfer of immediately available funds to an account specified by the Trustee no later than 10:00 a.m. New York City time on the date specified for the assignment and assumption of the servicing rights hereunder. Upon the assignment and acceptance of the servicing rights hereunder to and by the Successful Bidder and receipt of such notice cash bid, the Trustee shall remit or cause to be remitted to the terminated Servicer the amount of termination.such cash bid received from the Successful Bidder (net of out-of-pocket expenses incurred in connection with obtaining such bid and transferring servicing) by wire transfer of immediately available funds to an account specified by the terminated Servicer no later than 1:00 p.m. New York City time on the date specified for the assignment and assumption of the servicing rights hereunder. If the Successful Bidder has not entered into this Agreement as successor Servicer within 30 days after the termination of the Servicer hereunder or no Successful Bidder was identified within such 30 day period, the Trustee shall have no further obligations under this Section 8.29(c) and may act or may select another successor to act as Servicer hereunder in accordance with Section 8.29(b). 160
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Inc)
Procedure Upon Termination. (a) Notice of any termination pursuant to clause (i) of Section 9.30(a), specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Special Servicer to the Trustee and the Certificate Administrator Paying Agent no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or the last disposition of all REO Property in respect of any Specially Serviced Mortgage Loan or (ii) the sixth (6th) day of the month in which the final Distribution Date will occur. Upon any such termination, the rights and duties of the Special Servicer (other than the rights and duties of the Special Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.23 and 9.24 and 9.28 hereof) shall terminate and the Special Servicer shall transfer to the Master Servicer the amounts remaining in each REO Account and shall thereafter terminate each REO Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans.
(b) On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate, subject to the Special Servicer’s right to receive compensation and indemnification as expressly provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Servicer be effective until the Trustee or other successor Special Servicer shall have succeeded the Special Servicer as successor Special Servicer, notified the Special Servicer of such designation, and such successor Special Servicer shall have assumed the Special Servicer’s 's obligations and responsibilities, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the Special Servicer as Special Servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Servicer pursuant to Section 9.20 hereof and otherwise complies with Section 9.30(g)hereof. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Special Servicer agrees to cooperate with the Trustee in effecting the termination of the Special Servicer’s 's responsibilities and rights hereunder as Special Servicer including, without limitation, providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer designated by the Trustee to assume the Special Servicer’s 's functions cc1xvi hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Servicer in any REO Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) the second sentence of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement with respect to the applicable Serviced Pari Passu Mortgage Loan, whether such Mortgage Loan is a Specially Serviced Mortgage Loan or otherwise, shall terminate. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2006-Hq10)
